<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:
___ Preliminary Proxy Statement
___ Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2))
x 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 if other than the Registrant)
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(i)(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:
________________________________________________________________________________
x 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>
LIFE TECHNOLOGIES, INC.
8717 Grovemont Circle
Gaithersburg, Maryland 20877
March 20, 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 20, 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 $3,000.00, 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 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.
1
<PAGE>
RECORD DATE AND VOTING RIGHTS
As of February 17, 1995, the Company had outstanding 15,005,814 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.
2
<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 PERCENTAGE OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP COMMON STOCK
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
The Dexter Corporation 8,164,443 shares (1) 54.5%
One Elm Street
Windsor Locks, CT 06096
State of Wisconsin 1,208,000 shares (2) 8.1%
Investment Board
121 East Wilson Street
Madison, Wisconsin 53707
Frederick R. Adler 777,930 shares (3) 5.2%
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) .4%
Kathleen Burdett -- --
Betsy Z. Cohen 1,000 shares --
Paul A. Marks, M.D. 22,000 shares .2%
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) 1.2%
K. Grahame Walker -- --
Thomas M. Coutts 44,001 shares (6) .3%
Brian D. Graves 24,930 shares (7) .2%
George E. Lowke, Ph.D. 25,334 shares (8) .2%
Joseph C. Stokes, Jr. 36,922 shares (9) .3%
All directors and executive 1,240,004 shares 8.3%
officers as a group (18 persons)
</TABLE>
[Notes on Next Page]
3
<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
Mr. McGill, Mr. 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 Mr. McGill, Mr.
Walker and Ms. Burdett include 48,334, 89,583 and 15,616 shares,
respectively, which Mr. McGill, Mr. 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 13G,
dated February 13, 1995, 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 24,667 shares of Common Stock which Mr. Graves may acquire upon the
exercise of stock options.
(8) Includes 25,334 shares of Common Stock which Dr. Lowke may acquire upon the
exercise of stock options.
(9) Includes 33,667 shares of Common Stock which Mr. Stokes may acquire upon the
exercise of stock options.
4
<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
Dexter (specialty materials company) since January 1995. She previously served
as vice president and controller of Dexter 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 Jefferson Bank of New Jersey, Mt. Laurel, New Jersey, since 1987.
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.
5
<PAGE>
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), La Jolla Pharmaceuticals, Inc., 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.
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 Allianz of North America (insurance
company), Cardinal Health, Inc. (health care company), Coherent, Inc.
(manufacturing company), Haemonetics Corporation (manufacturing company), Manor
Care, Inc. (health care company) and Steris, Inc. (health care company).
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 April 1993. He was
president and chief executive officer of Dexter
6
<PAGE>
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), 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 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.
(biotechnology company).
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.
7
<PAGE>
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 retirement 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.
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.
8
<PAGE>
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
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM ALL OTHER
-------------------------------
NAME AND COMPENSATION COMPENSATION(1)
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OPTIONS (#) ($)
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
J. Stark Thompson, Ph.D., 1994 $346,250 $199,495 40,000 $ 831
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 207,750 105,205 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 68,079 13,000 831
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 43,362 10,000 831
Vice President, 1993 159,000 39,925 10,000 1,021
Research and Development 1992 148,750 66,938 9,000 1,380
Brian D. Graves 1994 157,750 62,712 10,000 831
Vice President, 1993 149,750 35,722 10,000 1,021
U.S. Industrial BioProducts 1992 135,250 66,498 10,000 1,380
Division
</TABLE>
(1) All Other Compensation represents the Company's contributions under an Extra
Savings Plan (ESP) for the account of each executive officer. Mr. Coutts
does not participate in the ESP.
9
<PAGE>
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
PERCENT OF ASSUMED ANNUAL
TOTAL OPTIONS RATES OF STOCK
OPTIONS GRANTED TO EXERCISE OR PRICE APPRECIATION
GRANTED(1) EMPLOYEES BASE PRICE EXPIRATION FOR OPTION TERM(3)
NAME (#) IN FISCAL YEAR ($/SHARE)(2) DATE 5% ($) 10% ($)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
J. Stark Thompson, Ph.D. 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, Ph.D. 10,000 4.9% $ 18.375 Oct. 11, 2002 75,010 175,412
Brian D. Graves 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.
10
<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>
SHARES NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
ACQUIRED VALUE OPTIONS AT IN-THE-MONEY OPTIONS
ON EXERCISE REALIZED FISCAL YEAR END (#) AT FISCAL YEAR END ($)(1)
NAME (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
J. Stark Thompson, Ph.D. -- -- 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, Ph.D. -- -- 25,334 19,666 83,888 23,332
Brian D. Graves -- -- 24,667 19,999 76,597 23,332
</TABLE>
(1) Based on the average price of a share of the Company's Common Stock on
December 31, 1994 of $19.875.
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 does not
differ by more than 10 percent from the summary compensation set forth in such
table.
11
<PAGE>
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 YEARS OF SERVICE
AVERAGE REMUNERATION 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$600,000 90,000 120,000 150,000 180,000 210,000
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
</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 13 for
Brian D. Graves. 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, $98,234, Joseph C. Stokes, Jr., $76,585, George E. Lowke,
$31,592, and $55,116 for Brian D. Graves.
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 account all other retirement
benefits received, payments made under the SRP are not included in the Pension
Plan Table above.
12
<PAGE>
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
interests 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, 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. Th ompson, Mr.
Coutts and Mr. Stokes, 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 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 (the "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 publicl y
traded companies and one-half are private companies. Compensation data was
reported for over 27,000 incumbents in 276 executive, 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 Phar maceutical Stock Index, which has been used
for purposes of comparison in the stock performance graph at page 19, although
there are significant overlaps.
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,
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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.
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 125%. 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
15
<PAGE>
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.
STOCK OPTIONS
The third component of an 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 18 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 stock options granted in 1994 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-
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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 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, 7.2% of the Company's Incentive Pool, or $199,495, 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.
The Company's performance in 1994 was evaluated as having exceeded or
achieved expectations when compared with specific performance goals. Dr.
Thompson's incentive compensation increased 82.2% in 1994 compared with the
prior year. Dr. Thompson's total compensation in 1994 increased 25% over 1993.
In 1993, the Company's performance fell below target levels. Dr. Thompson's
total 1993 compensation was 10% less than he received in 1992 when the Company's
performance was judged to have exceeded expectations when compared with specific
performance goals. While Dr. Thompson's base salary in 1993 was 10% greater than
in the prior year, his 1993 incentive compensation was 41.6% less than the
amount he received in 1992.
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 in dividually, 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 action, if any, 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]
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG LIFE TECHNOLOGIES, INC. NASDAQ PHARMACEUTICAL STOCKS
AND NASDAQ STOCK MARKET
<TABLE>
<CAPTION>
Life Nasdaq Nasdaq
Measurement period Technologies, Pharmaceutical Stock
(Fiscal Year Covered) Inc. Stocks Market
- --------------------- ------------- -------------- ------
<S> <C> <C> <C>
Measurement PT -
12/31/89 $ 100 $ 100 $ 100
FYE 12/31/90 $ 136 $ 120 $ 85
FYE 12/31/91 $ 146 $ 319 $ 136
FYE 12/31/92 $ 184 $ 266 $ 157
FYE 12/31/93 $ 158 $ 237 $ 181
FYE 12/31/94 $ 168 $ 178 $ 175
</TABLE>
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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. Frederick R. Adler, Betsy Z. Cohen and Donald C.
Sutherland served as members of the Company's Stock Option Committee in 1994.
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 purchased
principally all insurance for the Company for which the Company was 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.
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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. 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 120 employees are presently considered to fall within this
category.
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
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<PAGE>
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 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 sur-
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rendered 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 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
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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.
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
24
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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.
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 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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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 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.
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STOCKHOLDER PROPOSAL
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 November 20, 1995 for inclusion in the Board of Directors'
proxy statement and form of proxy relating to the meeting.
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 20, 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.
(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).
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(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 an 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.
(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.
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(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 an "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.
(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
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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.
(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 con
sideration, 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
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Committee determines to be dilutive to outstanding awards occurs:
(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 an 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:
(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
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(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 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. An 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,
an SAR may entitle the holder thereof to receive the cash equivalent thereof
as specified by the grant.
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(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. 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.
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(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 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 EQULVALENT RIGHTS; INTEREST EQULVALENTS
(l) A DER may be granted hereunder to an eligible employee, as a component of
another award or as a separate award. The terms 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
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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.
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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APPENDIX
PROXY 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 [_] Withhold Authority to vote for the listed
(except for nominee(s) nominees.
whose name(s) 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 Signature
owner shall sign.
Executors,
administrators,
trustees, etc., should
give full title.
The above-signed ___________________________
acknowledges receipt of Signature (if held jointly)
the Notice of Annual
Meeting of Stockholders
and the Proxy Statement
furnished therewith.
