<PAGE>
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 (S)240.14a-11(c) or (S)240.14a-12
---
LIFE TECHNOLOGIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Joseph C. Stokes, Jr.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
x $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(j)(2)
--- or Item 22(a)(2) of Schedule 14A.
$500 per each party to the controversy pursuant to Exchange Act Rule
--- 14a-6(i)(3).
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
--- 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was
determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
Fee paid previously with preliminary materials.
---
Check box if any part of the fee is offset as provided by Exchange
--- Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
----------------------------
(2) Form, Schedule or Registration Statement No.:
--------------------------------------------------
(3) Filing party:
------------------
(4) Date filed:
----------------
<PAGE>
PRELIMINARY COPY
LIFE TECHNOLOGIES, INC.
8717 Grovemont Circle
Gaithersburg, Maryland 20877
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
March [ ], 1995
The Annual Meeting of Stockholders of Life Technologies, Inc. (the
"Company") will be held at The Rockefeller Center Club, 30 Rockefeller Plaza,
New York, New York 10112, on Tuesday, April 11, 1995, at 11:00 A.M., local time,
for the following purposes:
(1) To elect directors;
(2) To consider and vote upon a proposal to approve the Company's 1995 Long-
Term Incentive Plan;
(3) To ratify the selection by the Company's Board of Directors of the firm
of Coopers & Lybrand L.L.P. as auditors of the Company for fiscal year
1995; and
(4) To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Directors has fixed the close of business on February 17,
1995 as the record date for the determination of stockholders entitled to notice
of and to vote at the meeting or any adjournment thereof.
By Order of the Board of Directors,
Joseph C. Stokes, Jr.
Secretary
You are cordially invited to attend the meeting. Whether or not you plan
to attend the meeting, please indicate your votes on the enclosed proxy and
date, sign and return it in the postage-prepaid envelope provided for your use.
<PAGE>
PRELIMINARY COPY
LIFE TECHNOLOGIES, INC.
8717 Grovemont Circle
Gaithersburg, Maryland 20877
March [ ], 1995
PROXY STATEMENT
GENERAL INFORMATION
Proxy Solicitation
This proxy statement is furnished to the holders of Common Stock, par
value $.01 per share (the "Common Stock"), of Life Technologies, Inc. (the
"Company") in connection with the solicitation of proxies on behalf of the Board
of Directors of the Company for use at the Annual Meeting of Stockholders of the
Company (the "Annual Meeting") to be held on Tuesday, April 11, 1995, or at any
adjournment thereof. The purposes of the Annual Meeting and the matters to be
acted upon are set forth in the accompanying Notice of Annual Meeting of
Stockholders. The Board of Directors knows of no other business that will come
before the Annual Meeting.
Proxies for use at the Annual Meeting will be mailed to stockholders
on or about March [ ], 1995, and will be solicited chiefly by mail.
Additional solicitations may be made by telephone or telegram by employees of
the Company. The Company will bear the cost of the solicitation of proxies,
which may include the reasonable expenses of brokerage firms and others for
forwarding proxies and proxy material to the beneficial owners of Common Stock
of the Company. The Company has retained Morrow & Co., Inc., 909 Third Avenue,
New York, New York 10022-4799,to assist in soliciting proxies, for which they
will be paid a fee of $[.00], plus handling, postage, and out-of-pocket
expenses.
Revocability and Voting of Proxy
A form of proxy for use at the Annual Meeting and a return envelope
for the proxy are enclosed. Stockholders may revoke the authority granted by
their execution of proxies at any time before their effective exercise by filing
with the Secretary of the Company a written notice of revocation or a duly
executed proxy bearing a later date, or by voting in person at the Annual
Meeting. Shares of the Company's Common Stock represented by executed and
unrevoked proxies will be voted in accordance with the instructions specified
thereon. If no specifications are given, the proxies
2
<PAGE>
intend to vote the shares represented thereby to approve the Proposals set forth
in the accompanying Notice of Annual Meeting of Stockholders and in accordance
with their best judgment on any other matters which may properly come before the
Annual Meeting. A person giving the accompanying proxy has the power to revoke
it at any time before the voting.
Record Date and Voting Rights
As of February 17, 1995, the Company had outstanding [ ]
shares of Common Stock, each of which is entitled to one vote on each of the
matters to be presented at the Annual Meeting. Only stockholders of record at
the close of business on that date will be entitled to vote at the Annual
Meeting or any adjournment thereof. The holders of a majority of the
outstanding shares of Common Stock, present in person or by proxy and entitled
to vote, will constitute a quorum at the Annual Meeting.
A plurality of the votes cast by the holders of the shares of Common
Stock present in person or represented by proxy at the Annual Meeting is
required for the election of directors. Shares of Common Stock held by
stockholders present in person at the Annual Meeting that are not voted for a
nominee or shares held by stockholders represented at the Annual Meeting by
proxy from which authority to vote for a nominee has been properly withheld
(including broker non-votes) will not affect the election of the nominees
receiving the plurality of votes. "Broker non-votes" are shares held by brokers
or nominees which are present in person or represented by proxy, but which are
not voted on a particular matter because instructions have not been received
from the beneficial owner.
The affirmative vote of the holders of a majority of the shares of
Common Stock present in person or represented by proxy at the Annual Meeting and
entitled to vote is required for approval of the Company's 1995 Long-Term
Incentive Plan and the ratification of the selection of Coopers & Lybrand L.L.P.
as the Company's auditors for fiscal year 1995. Broker non-votes with respect
to these matters will be treated as neither a vote "for" nor "against" the
matter, although they will be counted in determining if a quorum is present.
However, abstentions will be considered in determining the number of votes
required to attain a majority of the shares present or represented at the Annual
Meeting and entitled to vote. Accordingly, an abstention from voting by a
stockholder present in person or represented by proxy at the Annual Meeting has
the same legal effect as a vote "against" the matter because it represents a
share present or represented at the Annual Meeting and entitled to vote, thereby
increasing the number of affirmative votes required to oppose the matter under
consideration.
3
<PAGE>
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth information, as of January 1, 1995,
regarding the beneficial ownership of Common Stock of the Company of (i) each
person known by the Company to own beneficially more than five percent of the
Company's outstanding Common Stock; (ii) each director and nominee for director
of the Company; (iii) each of the executive officers named in the Summary
Compensation Table (see "Executive Compensation"); and (iv) all directors and
executive officers of the Company as a group. Such beneficial ownership is
reported in accordance with the rules of the Securities and Exchange Commission
and includes shares of Common Stock which may be acquired within 60 days upon
the exercise of outstanding stock options. Except as otherwise specified, the
named beneficial owner has sole voting and investment power.
<TABLE>
<CAPTION>
Amount and Nature of
Name and Address of Beneficial Ownership Percentage of
Beneficial Owner of Common Stock Common Stock
- ------------------- --------------------- -------------
<S> <C> <C>
The Dexter Corporation 8,164,443 shares (1) [ . ]%
One Elm Street
Windsor Locks, CT 06096
State of Wisconsin
Investment Board 1,258,000 shares (2) [ . ]%
121 East Wilson Street
Madison, Wisconsin 53707
Frederick R. Adler 777,930 shares (3) [ . ]%
250 Royal Palm Way, Suite 205
Palm Beach, Florida 33480
Thomas H. Adams, Ph.D. --- ---
Richard Axel, M.D., Ph.D. 58,038 shares (4) [ . ]%
Kathleen Burdett --- ---
Betsy Z. Cohen 1,000 shares ---
Paul A. Marks, M.D. 22,000 shares [ . ]%
Robert E. McGill, III 6,125 shares ---
Jerry E. Robertson, Ph.D. --- ---
Donald C. Sutherland 2,000 shares ---
J. Stark Thompson, Ph.D. 184,501 shares (5) [ . ]%
K. Grahame Walker --- ---
Thomas M. Coutts 44,001 shares (6) [ . ]%
George E. Lowke, Ph.D. 25,334 shares (7) [ . ]%
Joseph C. Stokes, Jr. 36,922 shares (8) [ . ]%
[Fifth Executive Officer] [ ] shares (9) [ . ]%
All directors and executive
officers as a group (18 persons) 1,240,004 shares [ . ]%
</TABLE>
[Notes on Next Page]
4
<PAGE>
Notes:
(1) Excludes 59,404, 139,865 and 17,966 shares of common stock of The Dexter
Corporation (Dexter), an affiliate of the Company, beneficially owned by
Messrs. McGill and Walker and Ms. Burdett, respectively, constituting an
aggregate of approximately .88% of the outstanding shares of Dexter, as of
January 1, 1995. The shares of Dexter beneficially owned by Messrs. McGill
and Walker and Ms. Burdett include 48,334, 89,583 and 15,616 shares,
respectively, which Messrs. McGill and Walker and Ms. Burdett may acquire
upon the exercise of stock options.
(2) This number of shares is based on information set forth in the Schedule
13D, dated February 8, 1994, filed by the State of Wisconsin Investment
Board with the Securities and Exchange Commission.
(3) Includes 7,000 shares of Common Stock owned by Mr. Adler's wife, of which
he may be deemed to be the beneficial owner. Mr. Adler disclaims
beneficial ownership of these 7,000 shares.
(4) Includes 40,000 shares of Common Stock which Dr. Axel may acquire upon the
exercise of stock options.
(5) Includes 163,334 shares of Common Stock which Dr. Thompson may acquire upon
the exercise of stock options. Also includes 300 shares owned by Dr.
Thompson's wife and 200 shares owned by Dr. Thompson's son, of which he may
be deemed to be the beneficial owner. Dr. Thompson disclaims beneficial
ownership of these 500 shares.
(6) Includes 44,001 shares of Common Stock which Mr. Coutts may acquire upon
the exercise of stock options.
(7) Includes 25,334 shares of Common Stock which Dr. Lowke may acquire upon the
exercise of stock options.
(8) Includes 33,667 shares of Common Stock which Mr. Stokes may acquire upon
the exercise of stock options.
(9) Includes [ ] shares of Common Stock which [ ] may acquire
upon the exercise of stock options.
5
<PAGE>
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
The Company's certificate of incorporation provides for three classes of
directors, each class to consist of not more than five nor fewer than three
directors, with the term of one class expiring at each annual meeting of
stockholders. The number of directors in each class is determined by the vote
of at least 75% of the directors.
The Board of Directors has determined that the total number of directors of
the Company shall be ten, with three in the class whose term will expire in
1996, four in the class whose term will expire in 1997, and three in the class
whose term will expire in 1998. At the Annual Meeting, three directors are to
be elected for terms expiring in 1998.
Unless otherwise specified, the enclosed proxy will be voted for the
election of Kathleen Burdett, Betsy Z. Cohen and J. Stark Thompson to serve
until the 1998 Annual Meeting of Stockholders and until their successors shall
have been duly elected and shall qualify. Each of the nominees, except for Ms.
Burdett, is currently a director of the Company. If for any reason at the time
of the Annual Meeting any nominee should be unable to serve as a director, a
contingency which the Board of Directors does not expect to occur, discretionary
authority is reserved to vote for a substitute.
The following information relates to the nominees listed above and to the
other directors of the Company whose terms of office will extend beyond the
Annual Meeting.
Nominees
Term Expiring in 1998:
Kathleen Burdett
Ms. Burdett, age 39, has been vice president and chief financial officer of The
Dexter Corporation (a specialty materials company) since January 1995. She
previously served as vice president and controller of The Dexter Corporation
since 1989.
Betsy Z. Cohen Director since 1992
Ms. Cohen, age 53, has been chairman of the board of State Bancshares, Inc.
(bank holding company) since 1981. She has been chairman of the board of
Jefferson Bank, Philadelphia, Pennsylvania, since 1974. She has been chairman
of the board of
6
<PAGE>
Jefferson Bank of New Jersey, Mt. Laurel, New Jersey, since 1987. Ms. Cohen is a
director of Dominion Bancshares and Dominion Bank, N.A., both of Roanoke,
Virginia. From 1984 to 1990, she was chairman of the board of Dover Group, Ltd.
(real estate development). From 1984 to 1989, she was chairman of the board of
Dominion Bank of Maryland, Bethesda, Maryland. She is also a director of U.S.
Healthcare (health benefits company).
Ms. Cohen is a member of the Audit Committee and the Stock Option Committee.
J. Stark Thompson Director since 1988
Dr. Thompson, age 53, has been president and chief executive officer of the
Company since 1988. Prior to joining the Company, he was with E.I. DuPont de
Nemours & Company ("DuPont") for 21 years.
Dr. Thompson is a member of the Executive Committee.
OTHER DIRECTORS
Term Expiring in 1997:
Thomas H. Adams Director since 1992
Dr. Adams, age 52, has been the chairman of the board and chief executive
officer of Genta Incorporated (biotechnology company) since February 1989. He
previously served as chairman of the board and chief executive officer of Gen-
Probe Incorporated (biotechnology company), which he co-founded in 1984. Prior
to joining Gen-Probe, he held the positions of senior vice president of research
and development and chief technical officer at Hybritech Incorporated
(biotechnology company). Dr. Adams is a director of Ixsys, Inc. (biotechnology
company) and Biosite Diagnostics (biotechnology company). He is also a member
of the scientific advisory boards of Gensia Pharmaceuticals (biotechnology
company) and IDEC, Inc. (biotechnology company).
Richard Axel Director since 1983
Dr. Axel, age 48, has been a professor of biochemistry and pathology, and
investigator at Howard Hughes Medical Institute, College of Physicians and
Surgeons, Columbia University and a consultant to the Company since prior to
1985.
7
<PAGE>
Jerry E. Robertson Director since 1994
Dr. Robertson, age 62, was executive vice president - life sciences sector and
corporate services and a member of the board of directors of Minnesota Mining
and Manufacturing Company until his retirement in 1994 after more than 30 years
of service. He is a director of Haemonetics Corporation (a manufacturing
company), [ ] and [ ].
K. Grahame Walker Director since 1989
Mr. Walker, age 57, has been chairman of the Company since April 1993. He has
been chairman and chief executive officer of Dexter since December 1989. He was
elected a director of Dexter in April 1989. From April 1988 to December 1989,
he was president and chief operating officer of Dexter. From January 1985 to
April 1988, he was president of the Specialty Chemicals Group and a senior vice
president of Dexter. He is a director of The Barnes Group Inc. (manufacturer
and distributor of industrial parts and supplies).
Mr. Walker is a member of the Executive Committee and the Compensation and
Organization Committee.
Term Expiring in 1996:
Frederick R. Adler Director since 1983
Mr. Adler, age 68, has been the managing general partner of Adler & Company, a
venture capital management firm, and a general partner of its related investment
funds since prior to 1986. He is also a senior retiring partner in the law firm
of Fulbright & Jaworski L.L.P., counsel to the Company. Mr. Adler is a director
of Data General Corporation (computer company), Electronics for Imaging, Inc.
(electronic color imaging), Micro Linear Corporation (manufacturer and marketer
of integrated circuits) and Prime Cellular, Inc. Mr. Adler is also a trustee of
Teachers Insurance and Annuity Association of America.
Mr. Adler is chairman of the Executive Committee and a member of the
Compensation and Organization Committee and the Stock Option Committee.
Paul A. Marks Director since 1985
Dr. Marks, age 68, has been president and chief executive officer of the
Memorial Sloan-Kettering Cancer Center in New York City since 1980. He is a
member of Memorial Sloan-Kettering and an
8
<PAGE>
attending physician at Memorial Hospital for Cancer and Allied Diseases. Dr.
Marks is a director of Pfizer, Inc., certain Dreyfus Funds, National Health
Laboratories and Tularik, Inc. [ ].
Donald C. Sutherland Director since 1990
Mr. Sutherland, age 68, is a management consultant. From 1985 to 1989, he was
managing director of investor affairs of DuPont. Mr. Sutherland held a number of
senior management positions during his 40-year career with DuPont.
Mr. Sutherland is chairman of the Audit Committee and a member of the
Compensation and Organization Committee and the Stock Option Committee.
The Board of Directors of the Company held five meetings in 1994. The
Board has an Executive Committee, a Compensation and Organization Committee, an
Audit Committee and a Stock Option Committee. It has no nominating committee.
The Executive Committee has four members, Mr. Adler, chairman, Mr. McGill,
Dr. Thompson and Mr. Walker. Subject to certain limitations prescribed by law,
by the Company's certificate of incorporation and by-laws and by resolutions of
the Board, the Executive Committee has and may execute when the Board is not in
session all the powers of the Board. The Executive Committee did not meet in
1994.
The Compensation and Organization Committee has four members, Mr. McGill,
chairman, Mr. Adler, Mr. Sutherland and Mr. Walker. This committee monitors the
Company's compensation policy, with particular emphasis on pension and officer
remuneration matters. It recommends to the Board of Directors and the Stock
Option Committee the compensation for the Company's key employees. The committee
held three meetings in 1994.
The Audit Committee has three members, Mr. Sutherland, chairman, Ms. Cohen
and Mr. McGill. Its meetings include, as a matter of course, private sessions
with the Company's independent certified public accountants. The Audit
Committee recommends to the Board the selection of independent auditors and is
charged with reviewing the scope and quality of audit and quarterly reviews
performed by the independent auditors as well as other services provided by the
independent auditors to the Company. The Audit Committee monitors the Company's
policy on ethics and business conduct, the integrity of officers, accounting
policies and internal controls and the quality of published financial
statements. The committee held two meetings in 1994.
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<PAGE>
The Stock Option Committee has three members, Mr. Adler, Ms. Cohen and Mr.
Sutherland. This committee administers and grants stock options under the
Company's 1991 Stock Option Plan. The committee held one meeting in 1994.
In 1994, each incumbent director attended at least 75 percent of the
aggregate meetings of the Board held during his or her term as a director and of
the committees on which he or she served.
THE BOARD OF DIRECTORS DEEMS ELECTION OF THE DIRECTOR NOMINEES NAMED IN PROPOSAL
NO. 1 TO BE IN THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS AND
RECOMMENDS A VOTE "FOR" SUCH NOMINEES.
EXECUTIVE COMPENSATION
The following table sets forth information concerning cash compensation
paid or to be paid by the Company, as well as certain other compensation paid or
accrued, during the fiscal years indicated, to the Chief Executive Officer and
each of the four other most highly compensated executive officers of the Company
for services rendered in all capacities to the Company and its subsidiaries
during such period.
SUMMARY COMPENSATION TABLE
Annual Compensation
-------------------
<TABLE>
<CAPTION>
Long Term All Other
Name and Salary Bonus Compensation Compensation/(1)/
Principal Position Year ($) ($) Options(#) ($)
- ---------------------------- ---- -------- -------- ------------ ------------
<S> <C> <C> <C> <C> <C>
J. Stark Thompson, Ph.D., 1994 $346,250 $[ ] $40,000 $ [ ]
President, Chief Executive 1993 327,000 109,484 40,000 1,021
Officer and Director 1992 297,250 187,451 40,000 1,380
Thomas M. Coutts 1994 207,750 [ ] 17,000 ---
Sr. Vice President and 1993 196,500 55,978 17,000 ---
General Manager 1992 179,750 103,806 17,000 ---
Joseph C. Stokes, Jr. 1994 171,250 [ ] 13,000 [ ]
Vice President - Finance 1993 163,500 41,055 13,000 1,021
Secretary and Treasurer 1992 153,250 72,410 13,000 1,380
George E. Lowke, Ph.D., 1994 167,250 [ ] 10,000 [ ]
Vice President, Research 1993 159,000 39,925 10,000 1,021
and Development 1992 148,750 66,938 9,000 1,380
Fifth Executive 1994 [ ] [ ] [ ] [ ]
Officer 1993 [ ] [ ] [ ] [ ]
1992 [ ] [ ] [ ] [ ]
</TABLE>
- ---------------------------------
/(1)/ All Other Compensation represents the Company's contributions under
an Extra Savings Plan (ESP) for the
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<PAGE>
account of each executive officer. Mr. Coutts does not participate in the
ESP.
The following table sets forth, as to each executive officer named in the
Summary Compensation Table, information with respect to stock option grants
during the period January 1, 1994 through December 31, 1994:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Individual Grants
- ----------------------------------------------------------------------------------------- Potential Realizable
Value at Assumed
Percent of Annual Rates of
Number of Total Options Stock
Options Granted to Exercise or Price Appreciation
Granted/(1)/ Employees in Base Price Expiration for Option Term/(3)/
Name (#) Fiscal Year ($/Share)/(2)/ Date 5% ($) 10% ($)
- --------------------- ------ ----------- -------------- ------------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
J. Stark Thompson 40,000 19.4% $18.375 Oct. 11, 2002 $300,040 $701,647
Thomas M. Coutts 17,000 8.2% $18.375 Oct. 11, 2002 127,517 298,200
Joseph C. Stokes, Jr. 13,000 6.3% $18.375 Oct. 11, 2002 97,513 228,035
George E. Lowke 10,000 4.9% $18.375 Oct. 11, 2002 75,010 175,412
5th Executive Officer 10,000 4.9% $18.375 Oct. 11, 2002 75,010 175,412
</TABLE>
- ----------------------------------------
/(1)/ One-third of these options vest on each of the first three
anniversary dates following the date of grant. Options are exercisable
within the five-year period beginning on the anniversary date on which the
options vest. Accordingly, the portions of the grant that vest in 1995,
1996 and 1997 expire in 2000, 2001 and 2002, respectively.
/(2)/ The exercise price of all options granted during 1994 was equal to
the market value of the underlying Common Stock on the date of grant.
/(3)/ These amounts represent assumed rates of appreciation in the price
of the Company's Common Stock during the terms of the options in accordance
with rates specified in applicable federal securities regulations (six
years on the option portion expiring in 2000; seven years for the option
portion expiring in 2001; and eight years for the option portion expiring
in 2002). Actual gains, if any, on stock option exercises will depend on
the future price of the Common Stock and overall stock market conditions.
There is no representation that the rates of appreciation reflected in this
table will be achieved.
11
<PAGE>
The following table provides information on option exercises in fiscal year
1994 by the named executive officers and the value of such officers' unexercised
options at December 31, 1994.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION> Value of Unexercised
Shares In-the-Money Options
Acquired Number of Unexercised Options at Fiscal Year End
on Value at Fiscal Year End (#) ($) /(1)/
Exercise Realized ------------------------------ ------------------------------
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- ----------------------- -------- -------- ------------- -------------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
J. Stark Thompson --- --- 163,334 79,999 $1,049,249 $93,332
Thomas M. Coutts --- --- 44,001 33,999 130,399 39,666
Joseph C. Stokes, Jr. --- --- 33,667 25,999 108,544 30,332
George E. Lowke --- --- 25,334 19,666 83,888 23,332
5th Executive Officer --- --- [ ] [ ] [ ] [ ]
</TABLE>
- -----------------------------------
/(1)/ Based on a closing stock price of the Company's Common Stock
on December 31, 1994 of $19.50.
Pension and Retirement Benefits
The Company has a pension plan for certain groups of employees. The
Company makes an annual contribution to the plan which is actuarially
determined. Such contribution cannot be appropriately allocated to individual
participants and, accordingly, is not included in the summary compensation
table. The Company's contribution to the pension plan for 1994 will be
$1,151,802 which represents 3.39% of eligible compensation. Employees within the
eligible group may participate in the plan after completing one year of service
and attaining age 21. Participating employees become fully vested in the plan
after five years of service. Normal retirement age is 65, and actuarially
reduced benefits are available to participants who are age 55 and have ten years
of service.
In general, the participant accrues an annual retirement benefit equal to
1% of the participant's final five-year average compensation times the number of
years of service credited after October 31, 1975. Eligible compensation is
defined as salary, hourly wages, bonus and commissions. Eligible compensation
for the executive officers named in the summary compensation table above
12
<PAGE>
does not differ by more than 10 percent from the summary compensation set forth
in such table.
The following table illustrates the estimated annual benefit (prior to an
offset for the primary Social Security benefit) which participants are eligible
to receive from the pension plan under a straight life annuity basis with a
retirement age of 65 assuming the individual's compensation remains constant at
the indicated amount for the final five years of service.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
Final Five-Year
Average
Remuneration 15 Years 20 Years 25 Years 30 Years 35 Years
------------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$ 500,000 75,000 100,000 125,000 150,000 175,000
450,000 67,500 90,000 112,500 135,000 157,500
400,000 60,000 80,000 100,000 120,000 140,000
350,000 52,500 70,000 87,500 105,000 122,500
300,000 45,000 60,000 75,000 90,000 105,000
250,000 37,500 50,000 62,500 75,000 87,500
200,000 30,000 40,000 50,000 60,000 70,000
150,000 22,500 30,000 37,500 45,000 52,500
</TABLE>
The number of credited years of service as of December 31, 1994, for the
executive officers named in the summary compensation table was six for J. Stark
Thompson, 14 for Joseph C. Stokes, Jr., five for George E. Lowke and [ ] for
[5th Executive Officer]. Thomas M. Coutts does not participate in the pension
plan. As of December 31, 1994, the estimated benefits payable upon retirement at
age 65, based on the maximum years of service for each individual, was as
follows: J. Stark Thompson, $[ ], Joseph C. Stokes, Jr., $[ ], George E.
Lowke, $[ ], and $ [ ] for [ 5th Executive Officer].
The Company has a supplemental retirement plan ("SRP") intended to provide
retirement benefits, supplementing those provided under other plans, to certain
officers and key employees. Upon retirement at the age of 65, participants are
entitled to receive an annual benefit equal to 55% of their average annual
compensation (salary and bonus) based on the highest 60 consecutive months of a
participant's last 120 months as a participant in the SRP, less all other
retirement benefits received (including Social Security benefits, other Company
retirement benefits, and plans of other employers). The SRP currently has four
participants, including George E. Lowke. Since participation in the SRP is not
based on a participant's number of years of service and benefits payable under
the SRP would only be payable after taking into
13
<PAGE>
account all other retirement benefits received, payments made under the SRP are
not included in the Pension Plan Table above.
Agreements with Executive Officers
The Company has entered into agreements with certain of its executive
officers, including the executive officers named in the Summary Compensation
Table, which provide certain severance benefits for them in the event of a
termination of their employment following a Change of Control (as defined in the
agreements), in order to encourage such executives, in the event of a Change of
Control of the Company, to continue to perform their duties in the best interest
of the Company and its stockholders. The agreements were entered into between
June 23, 1989 and April 13, 1993.
Each agreement provides that, if, within a specified period of time
following a Change of Control (two years in the case of Dr. Thompson, Mr. Coutts
and Mr. Stokes who are executive officers named in the Summary Compensation
Table, and one year for all other executive officers) the Company terminates the
employment of the executive other than for disability or Cause (as defined in
the agreements, including repeated, willful and deliberate violations by the
executive of his obligations under the agreement or the commission by the
executive of an intentional act of fraud, embezzlement, theft or
misappropriation of confidential information), or the executive voluntarily
terminates his employment for Good Reason (as defined in the agreements,
including a diminution in the executive's position, authority, duties or
responsibilities or a change in the executive's job location or any purported
termination in violation of the agreement or the failure of any successor to
comply with the agreement), the executive will receive his base salary and bonus
through the date of termination plus specified severance benefits. Generally,
these severance benefits include (i) a specified multiple times an executive's
annual base salary plus bonus (two times in the case of Dr. Thompson, Mr. Coutts
and Mr. Stokes who are executive officers named in the Summary Compensation
Table, and one times for all other executive officers), and (ii) retirement
benefits and health insurance and other benefits for the remainder of the term
of the agreement. In addition, the executive would be entitled to immediate
acceleration of the exercisability of his stock options.
A Change of Control of the Company generally means (i) an acquisition of
50% or more of the Company's common stock or voting securities without approval
of a majority of the incumbent board of directors, including a majority of the
directors who are not Dexter-related Directors (as defined in the agreements),
(ii) certain changes in the composition of a majority of the Company's incumbent
board of directors from such composition on the effective
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date of the agreement, except changes approved by a majority of directors
comprising the incumbent board, including a majority of the directors who are
not Dexter-related Directors, and (iii) so long as Dexter owns specified
percentages of the Company's stock, certain increases in the percentage of the
directors of the Company who are Dexter-related Directors following a change in
control of Dexter (as defined in the agreements).
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REPORT OF THE COMPENSATION AND ORGANIZATION COMMITTEE
AND STOCK OPTION COMMITTEE ON EXECUTIVE COMPENSATION
Notwithstanding anything to the contrary set forth in any of the Company's
previous filings under the Securities Act of 1933, as amended, or the Exchange
Act of 1934, as amended, that might incorporate future filings, including this
Proxy Statement, in whole or in part, the following report and the Performance
Graph which follows shall not be incorporated by reference into any such
filings.
The Compensation and Organization Committee ("Compensation Committee") of
the Company is responsible for, among other things, establishing and
administering the compensation policies applicable to executive officers. The
Compensation Committee is composed of: Robert E. McGill, III, chairman,
Frederick R. Adler, Donald C. Sutherland and K. Grahame Walker. The Stock
Option Committee of the Company is responsible for administering and granting
stock options under the Company's stock option plans. The Stock Option
Committee is composed entirely of independent directors: Frederick R. Adler,
Betsy Z. Cohen and Donald C. Sutherland.
Overall Policy
The Company's executive compensation is designed to be closely linked to
long-term corporate performance and returns to stockholders. To this end, the
Company has developed an overall compensation strategy and specific compensation
plans that tie a significant portion of executive compensation to the Company's
success in meeting specified performance goals and to appreciation in the
Company's stock price over time. The overall objectives of this strategy are to
attract and retain executive talent of the highest quality, to motivate these
executives to achieve the goals inherent in the Company's strategy, to link
executive and stockholder interests through equity-based compensation and to
provide a compensation package that recognizes individual contributions as well
as overall business results.
Each year the Compensation Committee reviews the Company's executive
compensation program. This review includes an evaluation based on the
Biotechnology Compensation and Benefits Survey conducted by Radford
Associates/Alexander & Alexander Consulting Group and sponsored by the
Biotechnology Industry Organization ("the Radford Survey"). A total of 238
biotechnology companies participated in the 9th annual edition of the Radford
Survey which was published in early 1994, of which about one-half are publicly
traded companies and one-half are private companies. Compensation data was
reported for over 27,000 incumbents in 276 executive,
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management and benchmark positions. Participants in the Radford Survey reported
on bonus and cash profit sharing plans and stock option plans, as well as other
compensation and benefit plans. Participating companies range in size from 100
employees to over 3,000 employees and are widespread geographically. These
companies are not identical to those comprising the Nasdaq Pharmaceutical Stock
Index, which has been used for purposes of comparison in the stock performance
graph at page [ ], although there are significant overlaps.
The Compensation Committee reviews and makes recommendations to the Board
of Directors and the Stock Option Committee with respect to the compensation of
the most highly compensated executives, including the individuals named in the
Summary Compensation Table, and reviews the compensation policies and pay
practices employed with respect to all the Company's other executive-level
employees. This practice is designed to ensure consistency throughout the
executive compensation program. The key elements of the Company's executive
compensation program consist of base salary, cash bonuses and stock options.
The Compensation Committee's and Stock Option Committee's policies with respect
to each of these elements, including the bases for the compensation awarded to
Dr. Thompson, are discussed below.
Base Salary
Base salaries for executive officers are initially determined by evaluating
the responsibilities of the position held and the experience of the individual,
and by reference to the competitive marketplace for executive talent, including
a comparison to base salaries for comparable positions at other companies. The
Company has principally used the Radford Survey, which is published annually,
for purposes of comparison of compensation of its executive officers to
compensation of peer companies.
It has been the Company's policy to target base salaries between the 50th
and 75th percentiles for base pay of similar positions within the defined
competitive group in the Radford Survey, adjusted for sales size. Annual salary
adjustments are determined by evaluating the performance of each executive
officer taking into account new responsibilities as well as the individual's
contribution to the Company's overall performance. Individual performance
ratings take into account such factors as achievement of the strategic plan,
attainment of specific individual objectives, interpersonal managerial skills
and civic involvement.
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Cash Bonus
The Company's cash bonus accounts for a significant percentage of each
executive officer's compensation. Executive officers participate in the
Company's Incentive Compensation Plan ("ICP"), which is a pay-for-performance
plan designed to compensate officers for performance that increases stockholder
value. Approximately 640 employees of the Company are eligible to participate
in the ICP. The ICP is approved by the Compensation Committee and is reviewed
semi-annually.
"Performance" is measured by assessing both the Company's performance and
individual performance. The total amount of compensation to be distributed each
year (the "Incentive Pool") is based on Company performance, as measured by
specific measurements defined each year such as sales growth, return on
investment and operating profitability, and threshold, target and maximum
performance levels are established to reflect the Company's operations. Each
participant's ICP payout is based upon his or her contribution to the Company's
performance as well as the Company's overall financial results in the year. The
individual performance ratings in the ICP may range from 0% to 120%. The
Company performance-based factors considered in determining the ICP and the
weight given to those factors in 1994 were as follows: operating income, 50%;
return on investment, 30%; and net sales, 20%. These factors are weighted
annually to reflect the assessment of those issues that are in need of emphasis
in accordance with the Company's strategic plan. Once the Incentive Pool is
determined, the Compensation Committee reviews each executive officer's
potential share of the Incentive Pool based on his or her contribution to the
Company's business results, which is a subjective determination. The
Compensation Committee considers a number of factors in determining an executive
officer's contribution to the Company's business results, including the level of
the executive's job responsibilities, the executive's past performance and the
achievement of individual performance objectives. Individual performance
objectives are set at the beginning of each year by the Compensation Committee
and the Chief Executive Officer for the Chief Executive Officer and by the Chief
Executive Officer and each other executive officer for that executive officer.
An executive's individual performance measures take into account such factors as
the attainment of specific individual objectives, leadership and management
skills and civic involvement. No specific weight is assigned to any particular
factor. Bonuses are paid semi-annually, although the amounts paid under the ICP
are based on and adjusted for the Company's annual results.
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<PAGE>
Stock Options
The third component of executive officer's compensation is the Company's
1991 Stock Option Plan pursuant to which the Company has granted to executive
officers and other key employees options to purchase shares of its Common Stock.
The Board of Directors of the Company believes that the Company's stock option
plan is an important factor in attracting, retaining and motivating its officers
and key employees. The objective of the Company's stock option plan is to
advance the long-term interests of the Company and its stockholders and
complement incentives tied to annual performance. Stock option grants provide
rewards to executives upon the creation of incremental stockholder value and the
attainment of long-term earnings goals. The determination of the number of
stock options granted under the Company's stock option plan is primarily based
upon a review of the value of stock options granted at eighteen biotechnology
companies of comparable revenue size which the Company believes reflects the
market in which the Company competes for executive talent (a number of which
companies are included in the Radford survey), the total compensation package at
these peer companies, and judgments concerning an individual's performance
results and the ability of the individual to impact the long-term success of the
Company, which is a subjective determination. The Stock Option Committee also
considers the number of options outstanding as previously granted, the number of
options held by such officer, and the aggregate number of current stock options
to be granted in determining the number of stock options to be granted to a
participant.
In order to provide the Board with an objective perspective of competitive
stock option programs based on public information, in 1991 the Board of
Directors engaged an independent consultant in executive compensation to prepare
an analysis of the Company's stock option program in light of competitive stock
option programs at companies deemed to be most comparable to the Company because
of the similarity of their business and size. The Stock Option Committee
considered the consultant's analysis (which has been updated annually since
1991) in determining its stock option grants.
The 1994 stock options were granted at an exercise price equal to the
market value of the Common Stock on the date of grant and will only have value
if the Company's stock price increases. Generally, grants of stock options vest
in equal amounts over three years and are exercisable within the five-year
period beginning on the anniversary date on which the options vest. This
approach is designed to provide further incentive to create value for the
Company's stockholders over the long-term since the full benefit of
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the compensation package cannot be realized unless stock price appreciation
occurs over a number of years.
Compensation to Chief Executive Officer
In 1994, J. Stark Thompson, Ph.D., Chief Executive Officer of the Company,
received a base salary of $346,250, an increase of 5.9% over his 1993 base
salary. In addition, ____% of the Company's incentive pool, or $________, was
paid to Dr. Thompson as a bonus, compared with 6.1% of the incentive pool, or
$109,484 in 1993, and 6.5% of the incentive pool, or $187,451 in 1992. It is
our view that total cash compensation paid to Dr. Thompson in 1994 is consistent
with the Compensation Committee's compensation philosophy.
In 1994, Dr. Thompson also received options to purchase 40,000 shares of
Common Stock at an exercise price of $18.375 per share. The grants were given to
reinforce the relationship between the Company's performance and the Chief
Executive Officer's future earnings.
[A paragraph will be added that will compare Dr. Thompson's compensation with
company performance during the last three years.]
Deductibility of Compensation
On December 20, 1993, the Internal Revenue Service issued proposed
regulations pursuant to Internal Revenue Code Section 162(m). These proposed
regulations were amended in 1994, but, as of the date of this proxy statement,
no final regulations have been issued. Section 162(m), which was added to the
Internal Revenue Code by the Omnibus Budget Reconciliation Act of 1993, limits
the amount of compensation a corporation may deduct as a business expense. That
limit, which applies to up to five executives individually, is $1 million per
individual, per year, subject to certain specified exceptions. All compensation
payments in 1994 to the five executive officers named in the Summary
Compensation Table will be fully deductible. The Company will review the final
regulations after they are issued by the Internal Revenue Service and determine
what, if any, action is appropriate in regard to deductibility of compensation
payments in future years.
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Conclusion
The Compensation Committee and Stock Option Committee believe that linking
executive compensation to individual and Company performance results in better
alignment of compensation with corporate business goals and stockholder value.
As performance goals are set or exceeded, resulting in increased value to
stockholders, executives are rewarded commensurately. The Compensation
Committee and the Stock Option Committee believe that compensation paid to its
executives during 1994, including the Chief Executive Officer, reflects the
Company's compensation goals and policy.
Compensation & Organization Committee Stock Option Committee
Robert E. McGill, III, Chairman Frederick R. Adler
Frederick R. Adler Betsy Z. Cohen
Donald C. Sutherland Donald C. Sutherland
K. Grahame Walker
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PERFORMANCE GRAPH
Note: The total stockholder return (i.e., changes in share price plus
reinvested dividends) shown on the performance graph below is not necessarily
indicative of the future returns on the Company's Common Stock.
Comparison of Five-Year Cumulative Total Return Among Life Technologies, Inc.,
The Nasdaq Stock Market(U.S. & Foreign)and Nasdaq Pharmaceutical Stocks
(Assuming an investment of $100 on December 31, 1989)
[GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
Legend
Symbol Index Description 1989 1990 1991 1992 1993 1994
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Life Technologies, Inc. 100 136 146 184 158 168
Nasdaq Pharmaceutical Stocks 100 120 319 266 237 178
Nasdaq Stock Market 100 85 136 157 181 175
(U.S. & Foreign)
</TABLE>
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<PAGE>
Compensation Committee Interlocks and Insider Participation
During 1994, Robert E. McGill, chairman, Frederick R. Adler, Donald C.
Sutherland and K. Grahame Walker served as members of the Company's Compensation
Committee.
In 1994 the Company received the benefit of certain services performed by
Dexter corporate personnel, including insurance, risk management advice and
internal audit for which the Company paid Dexter $15,000. Dexter also purchases
all insurance for the Company. The Company is charged its pro rata share of the
cost of such insurance. During 1994, the Company borrowed various amounts up to
a maximum of $3.1 million from Dexter under a revolving line of credit to
finance short-term working capital needs. Borrowings under the line of credit
were at prevailing market rates and were repaid on June 26, 1994. Messrs.
McGill and Walker serve as directors of Dexter and the Company.
Compensation of Directors
In 1994, each director of the Company (except Dr. Thompson who was an
officer of the Company) received a $10,000 retainer fee which was paid
quarterly, an additional fee of $1,000 for each Board meeting attended, and $500
for each committee meeting attended.
Certain Relationships and Related Transactions
The law firm of Fulbright & Jaworski L.L.P., in which Mr. Adler is a senior
retiring partner, received fees of $340,357 for services rendered to the Company
in 1994.
In March 1991, in connection with the exercise of certain stock options
under the Company's stock option plans, the Company guaranteed repayment of
loans made by The Riggs National Bank of Washington, D.C. to certain officers
and directors to provide them with the funds to exercise their stock options to
enable them to receive the special dividend of $3.50 per share declared by the
Board of Directors in February 1991. At December 31, 1994, the Company had
guarantees outstanding of $308,000 for Dr. Axel. The Company does not reimburse
the interest expense on these loans for any person under this arrangement.
PROPOSAL NO. 2 - APPROVAL OF 1995 LONG-TERM INCENTIVE PLAN
The proposed 1995 Long-Term Incentive Plan (the "Plan") authorizes the
grant of various stock and stock-related awards.
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The Board believes adoption of the Plan will provide an enhanced mechanism for
compensating key management and other personnel on the basis of individual and
corporate performance. The Board further believes adoption of the Plan will
encourage selected key employees to acquire a proprietary interest in the
performance of the Company, and will enhance the Company's ability to attract
and retain individuals of exceptional managerial talent upon whom, in large
measure, the sustained progress, growth, and profitability of the Company
depend.
The Plan is intended to provide the Board flexibility to adapt the
compensation of key employees in a changing business environment.
The full text of the Plan recommended by the Board is attached to this
proxy statement as Exhibit A. The material features of the Plan are outlined
below, but such outline is qualified in its entirety by reference to the full
text of the Plan.
Types of Awards
The Plan would permit the granting of any or all of the following types of
awards: (1) stock options, including incentive stock options ("ISOs"); (2) stock
appreciation rights ("SARs"), in tandem with stock options or freestanding, (3)
restricted stock; (4) performance awards; (5) incentive shares; (6) dividend
equivalent rights ("DERs"), in tandem with other awards or freestanding; and (7)
other awards based on, payable in, or related to Common Stock of the Company.
Eligibility for Participation
In addition to employee directors and officers, all key employees of the
Company or of any affiliate of the Company at least 50 percent owned by the
Company will be eligible for selection for participation under the Plan. The
selection of participants from among eligible employees will be entirely within
the discretion of the Stock Option Committee, which is composed entirely of
outside directors. It is not possible at the present time to indicate the
number, names, or positions of employees who may be selected for participation
or the extent of their participation within the Plan's limitations, since no
determination has been made with respect to these matters. While the concept of
a "key employee" eligible to participate in the Plan is necessarily flexible,
approximately 117 employees are presently considered to fall within this
category.
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<PAGE>
Administration and Amendment of the Program
The Plan will be administered by the Stock Option Committee, which will
have the right to interpret its provisions and to promulgate, amend, and rescind
rules and regulations for its administration. The Stock Option Committee may
delegate to the Chief Executive Officer and/or other senior officers of the
Company its duties under the Plan; provided, however, that only the Stock Option
Committee may grant awards or make determinations regarding grants to executive
officers.
The Board of Directors is authorized to amend or terminate the Plan, except
that further stockholder approval is required for amendments that would decrease
the minimum exercise price of an option or SAR, increase the number of shares
that may be granted, or as otherwise necessary under applicable securities, tax,
or other laws. Under applicable federal securities law as currently in effect,
stockholder approval would generally be required for any amendment that would
materially increase the benefits accruing to reporting persons under the Plan.
Term of the Plan
The Plan will become effective on the date stockholder approval is obtained
and will terminate on the tenth anniversary of that date, after which time no
additional grants may be made thereunder.
Shares Subject to the Plan
Subject to certain exceptions set forth in the Plan, the aggregate number
of shares of the Company's Common Stock that may be awarded under the Plan is
750,000. The closing price of a share of the Company's Common Stock on December
31, 1994 was $19.50.
Stock Options
Stock options (including ISOs) granted under the Plan will be subject to
the terms and conditions determined by the Stock Option Committee, except that
(i) options may be granted only during the ten years following the effective
date of the Plan; (ii) the option price cannot be less than l00 percent of the
fair market value of Common Stock at the time the option is granted; (iii) no
option may be exercised more than ten years after it is granted; and (iv) no
option may be exercised more than five years after the grantee's termination of
employment. Unless otherwise provided in the award, an option becomes
immediately exercisable
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<PAGE>
in full upon the death of the grantee. Options may be exercised for up to three
years after the grantee's death.
ISOs may be granted provided they meet the requirements of the Internal
Revenue Code. To the extent that the fair market value of shares with respect to
which ISOs are exercisable for the first time in any one year as to any
participant exceeds $100,000, such options shall not be treated as ISOs. An
option for additional shares, if any, which the Stock Option Committee may grant
to an employee who in the same year has been granted the maximum permissible
ISOs, would be in the form of a non-qualified stock option not intended to
qualify as an ISO.
Payment of the exercise price of a stock option will be made in cash,
shares, or other consideration in accordance with the terms of the Plan and any
applicable rules of the Stock Option Committee. Shares surrendered in payment of
the exercise price shall be valued at fair market value on the date of
surrender.
Options are subject to forfeiture if the grantee terminates employment
prior to normal retirement time (subject to exceptions for termination due to
incapacity or for certain approved terminations) or is determined to have
engaged in activity detrimental to the interests of the Company or its
affiliates.
The Company is of the opinion that an employee receiving a stock option
will not realize any compensation income under the Internal Revenue Code upon
the grant of the option. However, an employee will realize compensation income
at the time of exercise (except for options which are ISOs) in the amount of the
difference between the option price and the fair market value on the date of
exercise. The Company is also of the opinion that it is entitled to a deduction
under the Internal Revenue Code at the time and equal to the amount of
compensation income that is realized by the employee.
In the case of ISOs, although no compensation income is realized upon
exercise, the excess of the fair market value on the date of exercise over the
option price is included in alternative minimum taxable income for alternative
minimum tax purposes.
Stock Appreciation Rights (SARs)
An SAR may be granted in tandem with a stock option or as a freestanding
award. An SAR permits the holder to receive a number of shares having an
aggregate value equal to any excess of the fair market value of the Company's
shares subject to the SAR over the grant price of the SAR (which may not be less
than l00
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<PAGE>
percent of the fair market value of such shares at the time of grant). If the
SAR is granted in tandem with a stock option, exercise of the SAR cancels the
related option to the extent of such exercise. SARs may authorize the optionee
to elect to settle the SAR in cash in lieu of shares.
The provisions of SARs with respect to exercisability upon termination or
death of the grantee, as well as forfeiture, are substantially the same as
described above for stock options.
In the case of SARs granted either freestanding or in tandem with an
option, the Company is of the opinion that the employee will not realize any
compensation income at the time of grant. However, the fair market value of
stock or cash delivered pursuant to the exercise of such SARs will be treated as
compensation income taxable to the employee at the time of exercise, and the
Company will be entitled to a deduction under the Internal Revenue Code at the
time and equal to the amount of compensation income that is realized by the
employee.
Restricted Stock
An award of restricted stock may be granted under the Plan, either at no
cost to the recipient or for such cost as may be required by law or otherwise
determined by the Stock Option Committee. Restricted stock may not be disposed
of by the recipient until the restrictions specified in the award expire. These
restrictions could be based solely on a specified period of continuous
employment or could also be contingent on attaining specific business objectives
or other quantitative or qualitative criteria. The participant will have with
respect to restricted stock, all of the rights of a stockholder of the Company,
including the right to vote the shares and the right to receive any cash
dividends, unless otherwise specified in the award.
Except as otherwise specified in the award, if a holder of record of
restricted stock terminates employment prior to normal retirement time (subject
to exceptions for termination due to incapacity or for certain approved
terminations) or is determined to have engaged in activity detrimental to the
interests of the Company or its affiliates, all shares of restricted stock then
held and still subject to restriction will be forfeited by such holder and
reacquired by the Company. Except as otherwise specified in the award, if
employment of a holder of record of restricted stock terminates at normal
retirement time for that holder, or as a result of that holder becoming
incapacitated, or with written approval of the Stock Option Committee, or if the
holder dies, any and all remaining restrictions with respect to such restricted
stock will expire.
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<PAGE>
In the case of restricted stock, the Company is of the opinion that the
employee will realize compensation income in an amount equal to the fair market
value of such stock less any amount paid for such stock, at the time when the
employee's rights with respect to such stock are no longer subject to a
substantial risk of forfeiture unless the employee elects otherwise pursuant to
a special election provided in the Internal Revenue Code. Dividends paid to the
employee during a period of restriction will be taxable as compensation income
unless the election referred to in the preceding sentence has been made. The
Company is also of the opinion that it will be entitled to a deduction under the
Internal Revenue Code at the time and equal to the amount of compensation income
that is realized by the employee.
Performance Awards
A performance award may be granted under the Plan, either at no cost to the
recipient or for such cost as may be required by law or otherwise determined by
the Stock Option Committee. Performance awards may take the form of performance
shares, or of performance units or rights valued by reference to the value of
Common Stock of the Company or by reference to some other formula or method. Any
performance award may require attainment of performance criteria within a
specified period in order for the award to be earned. Performance awards, when
and if payable, may be paid in cash, stock, other consideration, or a
combination thereof.
Performance awards are subject to forfeiture if the grantee terminates
employment prior to normal retirement time (subject to exceptions for
termination due to incapacity or for certain approved terminations) or is
determined to have engaged in activity detrimental to the interests of the
Company or its affiliates.
In the case of performance awards, the Company is of the opinion that the
employee will realize compensation income in an amount equal to the fair market
value of such awards less any amount paid for such awards at a time when the
employee's rights with respect to such awards are no longer subject to a
substantial risk of forfeiture unless the employee otherwise elects pursuant to
a special election provided in the Internal Revenue Code. The Company is also of
the opinion that it will be entitled to a deduction under the Internal Revenue
Code at the time and equal to the amount of compensation income that is realized
by the employee.
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Incentive Shares
The Plan also allows grants of incentive shares as a form of bonus.
Incentive shares may be granted under the Plan either at no cost to the
recipient or for such cost as may be required by law or otherwise determined by
the Stock Option Committee. Each grant shall specify the time and method for
delivery of the incentive shares, provided that the delivery of any incentive
shares shall be completed no later than the tenth anniversary of the grantee's
date of termination.
Any undelivered incentive shares may be subject to forfeiture if the
grantee terminates employment prior to normal retirement time (subject to
exceptions for termination due to incapacity or for certain approved
terminations) or is determined to have engaged in activity detrimental to the
interests of the Company or its affiliates.
In the case of incentive shares, the Company is of the opinion that the
employee will realize compensation income in an amount equal to the fair market
value of such stock, less any amount paid for such stock, at the time when the
shares are delivered to the employee. The Company is also of the opinion that it
will be entitled to a deduction under the Internal Revenue Code at the time and
equal to the amount of compensation income that is realized by the employee.
Dividend Equivalent Rights (DERs) and Interest Equivalents
A DER, which gives the recipient the right to receive credits for dividends
that would be paid if the grantee held specified shares of Common Stock, may be
granted as a component of another award or as a freestanding award. Dividend
equivalents credited to the holder of a DER may be paid currently or be deemed
to be reinvested in additional shares (which may thereafter accrue additional
dividend equivalents) at fair market value at the time of deemed reinvestment.
DERs may be settled in cash, shares, or a combination thereof, in a single
installment or installments, as specified in the award.
Awards payable in cash on a deferred basis may provide for crediting and
payment of interest equivalents.
In the case of dividend or interest equivalents, the Company is of the
opinion that the employee will realize compensation income in an amount equal to
the cash or fair market value of the dividend equivalents received in shares at
the time paid to the employee. The Company is also of the opinion that it will
be
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<PAGE>
entitled to a deduction under the Internal Revenue Code at the time and equal to
the amount of compensation income that is realized by the employee.
Other Awards
Other forms of awards based on, payable in, or otherwise related in whole
or in part to Common Stock of the Company may be granted under the Plan if the
Stock Option Committee determines that such awards are consistent with the
purposes and restrictions of the Plan. The terms and conditions of such awards
shall be specified by the grant. Such awards shall be granted for no cash
consideration, for such minimum consideration as may be required by applicable
law, or for such other consideration as may be specified by the Stock Option
Committee.
The Federal income tax consequences of such other awards will depend upon
the form such awards take.
Adjustments
In the event of any stock split, stock dividend, or other relevant change
in capitalization that is determined to be dilutive to outstanding awards under
the Plan, appropriate adjustment will be made in the number of shares and the
purchase price per share, if any, under such awards, and in determining whether
a particular award may thereafter be granted.
Withholding Taxes
The Plan provides that any award thereunder may allow the grantee of such
award to elect to pay withholding taxes due with respect to such award by
delivering shares of Company Common Stock to the Company or authorizing the
Company to withhold such shares otherwise due under such award. Such shares
delivered or withheld will be valued at fair market value.
The Board of Directors has approved the adoption of the Plan, subject to
stockholder approval. The affirmative vote of the holders of a majority of the
shares of Common Stock present in person or represented by proxy and entitled to
notice of and to vote at the 1995 Annual Meeting is required to approve the
Plan. If the stockholders approve the Plan, then no additional grants will be
granted under the 1991 Stock Option Plan.
THE BOARD OF DIRECTORS DEEMS PROPOSAL NO. 2 TO BE IN THE BEST INTERESTS OF THE
COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE "FOR" APPROVAL THEREOF.
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PROPOSAL NO. 3 - RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors, upon recommendation of its Audit Committee, has
selected the firm of Coopers & Lybrand L.L.P., independent certified public
accountants, to audit the accounts of the Company for fiscal year 1995, and it
is proposed that the selection of such firm be ratified by the stockholders at
the Annual Meeting. In the event that such selection is not so ratified, it
will be reconsidered by the Audit Committee and the Board.
A representative of Coopers & Lybrand L.L.P. will be present at the Annual
Meeting, will have an opportunity to make a statement if he desires to do so and
will be available to respond to appropriate questions from stockholders.
Coopers & Lybrand L.L.P. audited the accounts of the Company and certain
employee benefit plans for fiscal year 1994. In connection with its audit
function, Coopers & Lybrand L.L.P. reviewed the Company's 1994 quarterly and
annual reports to its stockholders and certain filings with the Securities and
Exchange Commission. In addition, during fiscal year 1994, Coopers & Lybrand
L.L.P. provided other professional services to the Company.
The Audit Committee approves in advance the nature of professional services
for which the Company may retain the firm of Coopers & Lybrand L.L.P., considers
the possible effect of such retention on the independence of such firm, and
determines whether the services provided were within the scope of such approval.
THE BOARD OF DIRECTORS DEEMS PROPOSAL NO. 3 TO BE IN THE BEST INTERESTS OF THE
COMPANY AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE "FOR" APPROVAL THEREOF.
STOCKHOLDER PROPOSALS
All stockholder proposals that are intended to be presented at the 1996
Annual Meeting of Stockholders of the Company must be received by the Company no
later than [ , 1995] for inclusion in the Board of Directors' proxy
statement and form of proxy relating to the meeting.
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OTHER BUSINESS
The Board of Directors knows of no other business to be acted upon at the
Annual Meeting. If, however, any other business properly comes before the
Annual Meeting, it is the intention of the persons named in the enclosed proxy
to vote on such matters in accordance with their best judgment.
The prompt return of your proxy will be appreciated and helpful in
obtaining the necessary vote. Therefore, whether or not you expect to attend
the Annual Meeting, please sign the proxy and return it in the enclosed
envelope.
By Order of the Board of Directors,
Joseph C. Stokes, Jr.
Secretary
Dated: March [ ], 1995
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K WILL BE SENT WITHOUT CHARGE
AFTER MARCH 31, 1995, TO ANY STOCKHOLDER REQUESTING IT IN WRITING FROM:
LIFE TECHNOLOGIES, INC.
ATTN: JOSEPH C. STOKES, JR., SECRETARY
P.O. BOX 6009
GAITHERSBURG, MARYLAND 20884-9980.
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EXHIBIT A
LIFE TECHNOLOGIES, INC.
1995 LONG-TERM INCENTIVE PLAN
GENERAL PROVISIONS
I. Purpose
The 1995 Long-Term Incentive Plan (the "Plan") is intended to help maintain
and develop strong management through ownership of shares of Life Technologies,
Inc. (the "Company") by key employees of the Company and its affiliates and
through incentive awards for recognition of efforts and accomplishments which
contribute materially to the success of the Company's business interests.
II. Definitions
As used in this Plan, except where the context otherwise indicates, the
following definitions apply:
(l) "Affiliate" means any corporation, partnership, or entity in which the
Company, directly or indirectly, owns a 50 percent or greater equity interest.
(2) "Award" means a stock option, stock appreciation right ("SAR"), restricted
stock, performance award, incentive share, dividend equivalent right ("DER"), or
other award under the Plan.
(3) "Board" means the Board of Directors of the Company.
(4) "Code" means the Internal Revenue Code, as in effect from time to time.
(5) "Committee" means the Stock Option Committee of the Board, which Committee
shall consist of three or more members of the Board, each of whom is a
"disinterested person" within the meaning of Rule 16b-3.
(6) "Designated beneficiary" means the person designated by the grantee of an
award hereunder to be entitled, on the death of the grantee, to any remaining
rights arising out of such award. Such designation must be made in writing and
in accordance with such regulations as the Committee may establish.
(7) "Detrimental activity" means activity that is determined in individual
cases, by the Committee, to be detrimental to the interests of the Company or
any affiliate.
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(8) "Dividend equivalent right," herein sometimes called a "DER," means the
right of the holder thereof to receive, pursuant to the terms of the DER,
credits based on the cash dividends that would be paid on the shares specified
in the DER if such shares were held by the grantee, as more particularly set
forth in Section XII(I).
(9) "Effectively granted" means, for purposes of determining the number of
shares subject to an outstanding award under the Plan, the number of shares
subject to such award or the number of shares with respect to which the value of
such award is measured, as applicable, determined in each case according to the
standards of Rule 16b-3. An option that includes a SAR shall be considered a
single award for this purpose.
(l0) "Effectively issued" means the gross number of shares purchased, issued,
delivered, or paid free of restrictions upon the exercise, settlement, or
payment of an award, or lapse of restrictions thereon, as the case may be,
determined in each case according to the standards of Rule 16b-3.
(ll) "Eligible employee" means an employee who is a director or officer, or in
a managerial, professional, or other key position as determined by the
Committee.
(12) "Employee" means a regular employee of the Company or one of its
affiliates.
(13) "Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time.
(14) "Fair market value" in relation to a share as of any specific time shall
mean such value as reported for stock exchange or market transactions determined
in accordance with any applicable regulations of the Committee in effect at the
relevant time.
(15) "Grantee" means a recipient of an award under the Plan.
(16) "Incentive shares" means an award of shares granted pursuant to Section
XI.
(17) "Incentive Stock Option," herein sometimes called an "ISO," means a stock
option meeting the requirements of Section 422 of the Code or any successor
provision.
(18) "Performance award" means an award of shares, or of units or rights based
on, payable in, or otherwise related to shares, granted pursuant to Section X.
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(19) "Performance period" means any period specified by the grant of a
performance award during which specified performance criteria are to be
measured.
(20) "Reporting person" means a person subject to the reporting requirements
of Section 16(a) of the Exchange Act with respect to equity securities of the
Company.
(21) "Restricted stock" means any share issued with the restriction that the
holder may not sell, transfer, pledge, or assign such share and such other
restrictions (which may include, but are not limited to, restrictions on the
right to vote or receive dividends) which may expire separately or in
combination, at one time or in installments, all as specified by the grant.
(22) "Rule 16b-3" means Rule 16b-3 (or any successor thereto) under the
Exchange Act that exempts transactions under employee benefit plans, as in
effect from time to time.
(23) "Share" means a share of Common Stock of the Company issued and
reacquired by the Company or previously authorized but unissued.
(24) "Stock appreciation right," herein sometimes called a "SAR," means the
right of the holder thereon to receive, pursuant to the terms of the SAR, a
number of shares or cash or a combination of shares and cash, based on the
increase in the value of the number of shares specified in the SAR, as more
particularly set forth in Section VIII.
(25) "Terminate" means cease to be an employee, except by death, but a change
of employment from the Company or one affiliate to another affiliate or to the
Company shall not be considered a termination.
(26) "Terminate normally" for an employee participating in the Plan means
terminate
(a) at normal retirement time for that employee,
(b) as a result of that employee's becoming incapacitated, or
(c) with written approval of the Committee given in the context of
recognition that all or a specified portion of the outstanding awards to that
employee will not expire or be forfeited or annulled because of such termination
and, in each such case, without being terminated for cause.
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(27) "Year" means calendar year.
III. Administration
(l) The Plan shall be administered by the Committee, which shall have
authority:
(a) to determine the employees of the Company to whom, and the times at
which, awards shall be granted, and the number of shares to be subject to each
such award, taking into account the nature of services rendered by the
particular employee, the employee's potential contribution to the long-term
success of the Company and such other factors as the Committee in its discretion
shall deem relevant;
(b) to interpret the Plan and to establish rules and regulations relating
to it;
(c) to prescribe the terms and provisions of the awards; and
(d) to make all other determinations necessary or advisable in order to
administer the Plan.
(2) The Committee may delegate to the Chief Executive Officer and/or to other
senior officers of the Company its duties under the Plan pursuant to such
conditions and limitations as the Committee may establish, except that only the
Committee may make any awards or determinations regarding grants to reporting
persons.
(3) All decisions of the Committee upon questions concerning the Plan, or any
award, shall be binding and conclusive upon the individual employees involved
and all persons claiming under them.
(4) With respect to reporting persons, transactions under the Plan are
intended to comply with all applicable conditions of Rule 16b-3. To the extent
any provision of the Plan or any action by an authority under the Plan fails to
so comply, such provision or action shall, without further action by any person,
be deemed to be automatically amended to the extent necessary to effect
compliance with Rule 16b-3, provided that if such provision or action cannot be
amended to effect such compliance, such provision or action shall be deemed null
and void, to the extent permitted by law and deemed advisable by the appropriate
authority. Each award to a reporting person under the Plan shall be deemed
issued subject to the foregoing qualification.
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(5) An award under the Plan is not transferable except, as provided in the
award, by will or the laws of descent and distribution, and is not subject, in
whole or in part, to attachment, execution, or levy of any kind. The designation
by a grantee of a designated beneficiary shall not constitute a transfer.
(6) Any rights with respect to an award granted under the Plan existing after
the grantee dies are exercisable by the grantee's designated beneficiary or, if
there is no designated beneficiary, by the grantee's personal representative.
(7) Except as otherwise provided herein, a particular form of award may be
granted to an eligible employee either alone or in addition to other awards
hereunder. The provisions of particular forms of award need not be the same with
respect to each recipient.
(8) The Plan and all action taken under it shall be governed by the laws of
the State of Delaware.
IV. Term
The term of the Plan begins on the date stockholder approval of the Plan is
obtained and ends on the tenth anniversary of that date.
V. Shares Subject to the Plan
Subject to the provisions of Section VI, the aggregate number of shares of the
Common Stock of the Company which may be effectively issued under the Plan shall
not exceed 750,000 shares. Any shares of Common Stock to be delivered by the
Company under the Plan shall be issued from authorized but unissued shares of
Common Stock or from treasury stock acquired by the Company at the discretion of
the Committee. In the event that any award expires, lapses or terminates without
issuance of shares or other consideration, the shares of Common Stock allocable
to such award shall again be available for issuance under the Plan.
VI. Adjustments
Whenever a stock split, stock dividend, or other relevant change in
capitalization which the Committee determines to be dilutive to outstanding
awards occurs:
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(l) the number of shares that can thereafter be obtained under outstanding
awards and the purchase price per share, if any, under such awards, and
(2) every number of shares used in determining whether a particular award is
grantable thereafter, shall be adjusted as the Committee determines is
appropriate.
VII. Stock Options
One or more stock options may be granted to any eligible employee. Each stock
option so granted shall be subject to such terms and conditions as the Committee
shall impose, which shall include the following:
(l) The exercise price per share shall be specified by the grant, but shall in
no instance be less than l00 percent of fair market value at the time of grant.
Payment of the exercise price shall be made in cash, shares, or other
consideration in accordance with the terms of the Plan and any applicable
regulations of the Committee in effect at the time and valued at fair market
value on the date of exercise of the stock option.
(2) If the grantee has not terminated, the stock option shall become
exercisable at the time or times specified by the grant. If the grantee has
terminated before a stock option or portion thereof becomes exercisable, that
stock option or portion thereof shall be forfeited and shall never become
exercisable. Except as otherwise specified by the grant, a stock option shall
become immediately exercisable in full upon the death of the grantee.
(3) Any stock option or portion thereof that is exercisable is exercisable for
the full amount or for any part thereof, except as otherwise provided by the
grant.
(4) Each stock option ceases to be exercisable, as to any share, when the
stock option is exercised to purchase that share, or when a related SAR is
exercised either by the holder or automatically in accordance with its terms, or
when the stock option expires. To the extent a SAR included in a stock option is
exercised, such stock option shall be deemed to have been exercised and shall
not be deemed to have expired.
(5) A stock option or portion thereof that is exercisable shall expire in the
following situations:
(a) if the grantee is then living, it shall expire at the earliest of:
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(i) ten years after it is granted,
(ii) five years after the grantee terminates normally, or
(iii) any earlier time specified by the grant;
(b) if the grantee terminates, but does not terminate normally, it shall
expire at the time of termination;
(c) if the grantee is determined to have engaged in detrimental activity,
it shall expire as of the date of such determination; or
(d) if the grantee dies, it shall expire at the earlier of:
(i) three years after the grantee's death, or
(ii) any earlier time specified by the grant;
but, in any case, no later than ten years after it is granted.
(6) Except to the extent otherwise specified in this Section VII(6), stock
options granted hereunder may be designated as ISOs. To the extent that the
aggregate fair market value of shares with respect to which stock options
designated as ISOs are exercisable for the first time by any grantee during any
year (under all plans of the Company and any affiliate thereof) exceeds
$100,000, such stock options shall be treated as not being ISOs. The foregoing
shall be applied by taking stock options into account in the order in which they
were granted. For the purposes of the foregoing, the fair market value of any
share shall be determined as of the time the stock option with respect to such
share is granted. In the event the foregoing results in a portion of a stock
option designated as an ISO exceeding the above $100,000 limitation, only such
excess shall be treated as not being an ISO.
VIII. Stock Appreciation Rights
(l) An SAR may be granted to an eligible employee as a separate award or as a
component of another award. Any such SAR shall be subject to such terms and
conditions as the Committee shall impose, which shall include provisions that
(a) such SAR shall entitle the holder thereof, upon exercise thereof in
accordance with such SAR and the regulations of the Committee, to receive from
the Company that number of shares having an
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aggregate value equal to the excess of the fair market value, at the time of
exercise of such SAR, of one share over the exercise price per share specified
by the grant of such SAR (which shall in no instance be less than l00 percent of
the fair market value at the time of grant) times the number of shares specified
in such SAR, or portion thereof, which is so exercised; and (b) such SAR shall
be exercisable, or be forfeited or expire, upon the same conditions set forth
for freestanding options in Section VII, paragraphs(2),(3),(4), and (5).
(2) Any stock option granted under the Plan may include an SAR, either at the
time of grant or by amendment. A SAR included in a stock option shall be subject
to such terms and conditions as the Committee shall impose, which shall include
provisions that (a) such SAR shall be exercisable to the extent, and only to the
extent, the stock option is exercisable; and (b) such SAR shall entitle the
optionee to surrender to the Company unexercised the stock option in which the
SAR is included, or any portion thereof, and to receive from the Company in
exchange therefor that number of shares having an aggregate value equal to the
excess of the fair market value, at the time of exercise of such SAR, of one
share over the exercise price specified in such stock option times the number of
shares specified in such stock option, or portion thereof, which is so
surrendered.
(3) In lieu of the right to receive all or any specified portion of such
shares, a SAR may entitle the holder thereof to receive the cash equivalent
thereof as specified by the grant.
(4) An SAR may provide that such SAR shall be deemed to have been exercised at
the close of business on the business day preceding the expiration of such SAR
or the related stock option, if any, if at such time such SAR has positive value
and would have expired in accordance with the conditions set forth in Section
VII(5)(a).
IX. Restricted Stock
(l) An award of restricted stock may be granted hereunder to an eligible
employee, for no cash consideration, for such minimum consideration as may be
required by applicable law, or for such other consideration as may be specified
by the grant. The terms and conditions of restricted stock shall be specified by
the grant.
(2) Any restricted stock issued hereunder may be evidenced in such manner as
the Committee in its sole discretion shall deem appropriate, including, without
limitation, book-entry registration or issuance of a stock certificate or
certificates.
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In the event any stock certificate is issued in respect of shares of restricted
stock awarded hereunder, such certificate shall bear an appropriate legend with
respect to the restrictions applicable to such award.
(3) Except as otherwise specified by the grant, if a holder of record of
restricted stock terminates, but does not terminate normally, all shares of
restricted stock (whether or not stock certificates have been issued) then held
by such holder and then subject to restriction shall be forfeited by such holder
and reacquired by the Company. Except as otherwise specified by the grant, if a
holder of record of restricted stock terminates normally or dies, any and all
remaining restrictions with respect to such restricted stock shall expire.
Notwithstanding the foregoing, if a holder of record of restricted stock is
determined to have engaged in detrimental activity, all shares of restricted
stock (whether or not stock certificates have been issued) then held by such
holder and then subject to restriction shall be forfeited by such holder as of
the date of such determination and shall be reacquired by the Company.
X. Performance Awards
(1) Performance awards may be granted hereunder to an eligible employee, for
no cash consideration, for such minimum consideration as may be required by
applicable law, or for such other consideration as may be specified by the
grant. The terms and conditions of performance awards, which may include
provisions establishing performance periods, performance criteria to be achieved
during a performance period, and maximum or minimum settlement values, shall be
specified by the grant.
(2) Performance awards may be valued by reference to the value of Common Stock
of the Company or according to any other formula or method. Performance awards
may be paid in cash, shares, or other consideration, or any combination thereof.
The extent to which any applicable performance criteria have been achieved shall
be conclusively determined by the Committee. Performance awards may be payable
in a single payment or in installments and may be payable at a specified date or
dates or upon attaining performance criteria.
(3) Except as otherwise specified by the grant, if the grantee terminates, but
does not terminate normally, any performance award or installment thereof not
payable prior to the grantee's termination shall be annulled as of the date of
termination. If the grantee is determined to have engaged in detrimental
activity, any performance award or installment
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thereof not payable prior to the date of such determination shall be annulled as
of such date.
XI. Incentive Shares
(l) An incentive award may be granted hereunder in the form of shares.
Incentive shares may be granted to an eligible employee for no cash
consideration, for such minimum consideration as may be required by applicable
law, or for such other consideration as may be specified by the grant. The terms
and conditions of incentive shares shall be specified by the grant.
(2) Incentive shares may be paid to the grantee in a single installment or in
installments and may be paid at the time of the grant or deferred to a later
date or dates. Each grant shall specify the time and method of payment as
determined by the Committee, provided that no such determination shall authorize
delivery of shares to be made later than the tenth anniversary of the grantee's
date of termination. The Committee, by amendment of the grant prior to delivery,
can modify the method of payment for any incentive shares, provided that the
delivery of any incentive shares shall be completed not later than the tenth
anniversary of the grantee's date of termination.
(3) If any incentive shares are payable after the grantee dies, such shares
shall be payable (a) to the grantee's designated beneficiary or, if there is no
designated beneficiary, to the grantee's personal representative, and (b) either
in the form specified by the grant or otherwise, as may be determined in the
individual case by the Committee under the Plan.
(4) Any grant of incentive shares is provisional, as to any share, until
delivery of the certificate representing such share. If, while the grant is
provisional:
(a) the grantee terminates, but does not terminate normally, or
(b) the grantee is determined to have engaged in detrimental activity,
the grant shall be annulled as of the date of termination, or the date of such
determination, as the case may be.
XII. Dividend Equivalent Rights; Interest Equivalents
(l) A DER may be granted hereunder to an eligible employee, as a component of
another award or as a separate award. The terms
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and conditions of DERs shall be specified by the grant. Dividend equivalents
credited to the holder of a DER may be paid currently or may be deemed to be
reinvested in additional shares (which may thereafter accrue additional dividend
equivalents). Any such reinvestment shall be at fair market value at the time
thereof. DERs may be settled in cash or shares or a combination thereof, in a
single installment or installments. A DER granted as a component of another
award may provide that such DER shall be settled upon exercise, settlement, or
payment of, or lapse of restrictions on, such other award, and that such DER
shall expire or be forfeited or annulled under the same conditions as such other
award. A DER granted as a component of another award may also contain terms and
conditions different from such other award.
(2) Any award under the Plan that is settled in whole or in part in cash on a
deferred basis may provide by the grant for interest equivalents to be credited
with respect to such cash payment. Interest equivalents may be compounded and
shall be paid upon such terms and conditions as may be specified by the grant.
XIII. Other Awards
Other forms of award based on, payable in, or otherwise related in whole or in
part to shares may be granted to an eligible employee under the Plan if the
Committee determines that such awards are consistent with the purposes and
restrictions of the Plan. The terms and conditions of such awards shall be
specified by the grant. Such awards shall be granted for no cash consideration,
for such minimum consideration as may be required by applicable law, or for such
other consideration as may be specified by the grant.
XIV. Amendments to the Plan
The Board can from time to time amend or terminate the Plan, or any provision
thereof, except that approval of the stockholders of the Company shall be
required for any amendment (l) to increase the maximum number of shares that may
be effectively granted as awards hereunder; (2) to decrease the minimum exercise
price per share of a stock option or SAR; or (3) for which such approval is
otherwise necessary to comply with Rule 16b-3 or any other applicable law,
regulation, or listing requirement, or to qualify for an exemption or
characterization that is deemed desirable by the Board.
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XV. Withholding Taxes
The Company shall have the right to deduct from any cash payment made under
the Plan any federal, state or local income or other taxes required by law to be
withheld with respect to such payment. It shall be a condition to the obligation
of the Company to deliver shares or securities of the Company upon exercise of a
stock option or SAR, upon settlement of a performance award or DER, upon
delivery of restricted stock or incentive shares, or upon exercise, settlement,
or payment of any other award under the Plan, that the grantee of such award pay
to the Company such amount as may be requested by the Company for the purpose of
satisfying any liability for such withholding taxes. Any award under the Plan
may provide by the grant that the grantee of such award may elect, in accordance
with any applicable regulations of the Committee, to pay a portion or all of the
amount of such minimum required or additional permitted withholding taxes in
shares. The grantee shall authorize the Company to withhold, or shall agree to
surrender back to the Company, on or about the date such withholding tax
liability is determinable, shares previously owned by such grantee or a portion
of the shares that were or otherwise would be distributed to such grantee
pursuant to such award having a fair market value equal to the amount of such
required or permitted withholding taxes to be paid in shares.
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PROXY PRELIMINARY COPY PROXY
LIFE TECHNOLOGIES, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF THE STOCKHOLDERS TO BE HELD APRIL 11, 1995
Joseph C. Stokes, Jr. and J. Stark Thompson, and each of them acting without
the other, as the true and lawful attorneys, agents and proxies of the
undersigned, with full power of substitution, are hereby authorized to
represent and to vote as designated below, all shares of Common Stock of Life
Technologies, Inc. (the "Company") held of record by the undersigned on
February 17, 1995, at the Annual Meeting of Stockholders to be held at 11:00
a.m., local time, on Tuesday, April 11, 1995, at The Rockefeller Center Club,
30 Rockefeller Plaza, New York, New York or at any adjournment thereof. Any and
all proxies heretofore given are hereby revoked.
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE PROPOSALS SET
FORTH IN THE PROXY STATEMENT.
<PAGE>
1. ELECTION OF DIRECTORS
Nominees: Kathleen Burdett, Betzy Z. Cohen and J. Stark Thompson for three-year
terms.
[_] For all listed nominees (except [_] Withhold Authority to vote for the
for nominee(s) whose name(s) listed nominees.
appear(s) below):
- ------------------------------------
- ------------------------------------
2. APPROVAL OF THE COMPANY'S 1995 LONG-TERM INCENTIVE PLAN.
[_] For [_] Against [_] Abstain
3. RATIFICATION OF THE APPOINTMENT OF COOPERS & LYBRAND LLP AS INDEPENDENT
AUDITORS OF THE COMPANY FOR FISCAL YEAR 1995.
[_] For [_] Against [_] Abstain
Discretionary authority is hereby granted with respect to such other matters as
may properly come before the Annual Meeting.
Date: _________________, 1995
Important: Each joint owner shall -----------------------------------
sign. Executors, administrators, Signature
trustees, etc., should give full title.
The above-signed acknowledges receipt
of the Notice of Annual Meeting of -----------------------------------
Stockholders and the Proxy Statement Signature (if held jointly)
furnished therewith.
