LASER CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 25, 1999
To the Shareholders:
The 1999 Annual Meeting of Shareholders of Laser Corporation (the
"Company") will be held at the Company's headquarters, 2417 South 3850 West,
Salt Lake City, Utah 84120 on Tuesday, May 25, 1999 at 9:00 a.m. MDT, for the
following purposes:
1. To elect four directors, each to serve until the next annual meeting
of the Shareholders and until each of their successors is elected and shall
qualify;
2. To ratify and approve the Laser Corporation 1999 Stock Incentive
Plan.
3. To ratify the appointment of Tanner + Co. as the independent
auditors of the Company; and
4. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Information regarding the matters to be acted upon at the meeting is
contained in the Proxy Statement attached to this Notice. Only Shareholders
of record at the close of business on April 8, 1999 will be entitled to notice
of and to vote at the meeting or any adjournment thereof.
Your vote is important. Please sign and date the enclosed Proxy and
return it promptly in the enclosed return envelope whether or not you expect
to attend the meeting. You may revoke your Proxy and vote in person should
you decide to attend the meeting.
By Order of the Board of Directors
Rod O. Julander, Secretary
Salt Lake City, Utah
April 14, 1999
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PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
OF
LASER CORPORATION
-------------------------------
GENERAL
This Proxy Statement is furnished in connection with the
solicitation of Proxies by the Board of Directors of Laser Corporation (the
"Company") for the 1999 Annual Meeting of Shareholders of the Company to be
held on May 25, 1999, at 9:00 a.m. MDT, at the Company's headquarters, 2417
South 3850 West, Salt Lake City, Utah. Shareholders will consider and vote
upon the proposals described herein and referred to in the Notice of Annual
Meeting accompanying this Proxy Statement.
The close of business on April 8, 1999, has been fixed as the
record date for the determination of the Shareholders entitled to notice of,
and to vote at, the Annual Meeting. On such date there were outstanding and
entitled to vote 1,387,538 shares of common stock. Each share of common stock
is entitled to one vote on each matter to be considered at the meeting. For a
description of the principal holders of such stock, see "Security Ownership of
Certain Beneficial Owners and Management" below.
Shares represented by Proxies will be voted in accordance with the
specifications made thereon by the Shareholders. Any Proxy not specifying the
contrary will be voted in favor of Management's nominees for directors of the
Company, for ratification and approval of the Laser Corporation 1999 Stock
Incentive Plan and for ratification of appointment of the certified public
accountants.
The Proxies being solicited by the Board of Directors may be
revoked by any Shareholder giving the Proxy at any time prior to the Annual
Meeting by giving notice of such revocation to the Company, in writing, at the
address of the Company provided below. The Proxy may also be revoked by any
Shareholder giving such Proxy who appears in person at the Annual Meeting and
advises the Chairman of the Meeting of his intent to revoke the Proxy.
The principal executive offices of the Company are located at 2417
South 3850 West, Salt Lake City, Utah 84120. This Proxy Statement and the
enclosed Proxy are being furnished to Shareholders on or about April 14, 1999.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners
The following table sets forth information as of March 31, 1999,
as to each person who owns of record, or is known by the Company to own
beneficially, more than five percent (5%) of any class of voting securities of
the Company.
Amount and
Nature of Percent
Title Name & Address Beneficial of
of Class of Beneficial Owner Ownership(1) Class(2)
- --------- ------------------------- ------------- -----------
Common Reinhardt Thyzel(3) 521,739 35.4
Seestrasse 9,
8640 Rapperswil
Switzerland
Common Dr. William H. McMahan(4) 192,619 13.0
3959 West 1820 South
Salt Lake City, UT 84104
Common Paula F. Julander(5) 83,750 5.7
1467 Penrose Drive
Salt Lake City, UT 84103
(1) Except as otherwise indicated, all shares are directly owned
with voting and investment power held by the person named.
(2) Unless otherwise noted, based upon 1,475,038 shares (including
shares subject to options that are exercisable within sixty
days) outstanding as of March 31, 1999.
(3) Based upon information included in a Schedule 13D filed with
the Securities and Exchange Commission ("SEC") on October 30,
1998.
(4) Based upon information included on a Form 4 filed by Dr.
McMahan, former Chairman and President of the Company, with
the SEC on January 15, 1990.
The Company has not received any amendments to this Form 4. Includes
22,080 shares held by Linda R. McMahan, Dr. McMahan's spouse.
(5) Based upon information provided by Ms. Julander on a SEC Form
144 dated December 11, 1997.
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Security Ownership of Management
The following table sets forth certain information as of March 31,
1999, regarding the ownership of each class of equity securities of the
Company by each director or nominee for director of the Company and by all
executive officers and directors as a group.
Amount and
Nature of Percent
Title Name & Address Beneficial of
of Class of Beneficial Owner Ownership(1) Class
- -------- --------------------- --------------- --------
Common B. Joyce Wickham 25,000 1.7
Common Rod O. Julander 110,250(2) 7.5
Common Mark L. Ballard 23,524 1.6
Common Elizabeth A. Whitsett 2,000 .1
Common Reinhardt Thyzel 521,739 35.4
Common All Executive Officers 682,513 46.3
and Directors as a
Group. (5 persons)
(1) Except as otherwise indicated, all shares listed include
shares subject to options that officers and directors have the
right to exercise within sixty days and are directly owned
with voting and investment power held by the person named.
(2) Includes 83,750 shares owned by Paula F. Julander, his wife,
as to which Dr. Julander disclaims beneficial ownership.
Ms. Wickham and Whitsett and Messrs. Julander, Ballard and Thyzel
are required to annually report the acquisition of options granted pursuant to
stock option plans of the Company on a Form 5. These reports were filed for
1998 and evidence the grant of options to the individuals named.
On October 9, 1998, Mr. Reinhardt Thyzel acquired 521,739 shares
of the Company's common stock for a purchase price of $600,000. Mr. Thyzel
used his personal funds to acquire the shares. Because Mr. Thyzel owns 35.4%
of the issued and outstanding shares of common stock of the Company, he could
be deemed to control the Company.
Changes in Control
The Company is unaware of any arrangement which may at a
subsequent date result in any change of control of the Company.
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PROPOSAL 1 - ELECTION OF DIRECTORS
The Company's Articles of Incorporation provide that the Board of
Directors shall be elected each year at the annual meeting of the Shareholders
of the Company. At the 1999 Annual Meeting, the Board of Directors will
nominate B. Joyce Wickham, Rod O. Julander, Mark L. Ballard and Reinhardt
Thyzel for election as directors of the Company. Upon election, the directors
will serve until the next Annual Meeting of the Shareholders or until their
successors have been elected and qualified. The Board of Directors believes
that all of the nominees will be available and able to serve as directors.
In the absence of instructions to the contrary, the persons named
in the Proxy will vote the Proxies "FOR" the election of the nominees listed
below, unless otherwise specified in the Proxy. The Board of Directors has no
reason to believe that any nominee will be unable to serve, but if any nominee
should become unable to serve, the Proxies will be voted for such other person
as the Board of Directors shall recommend.
Certain information concerning the nominees to the Board of
Directors is set forth below:
Has Served
Name of Company as Director
Nominee Age Position Held Since
- ------- ---- -------------------------- -----------
B. Joyce 47 Director, Chairman, 1989
Wickham President, Chief
Executive Officer
and Treasurer
Rod O. 65 Director and Secretary 1989
Julander
Mark L. 51 Director, Vice President 1994*
Ballard and Assistant Secretary
Reinhardt 50 Director 1998
Thyzel
* Mr. Ballard served as a Director of the Company from June 1983 to October
1987.
Board and Committee Meetings
There were ten meetings of the Board of Directors during the last
fiscal year. Each of the directors attended at least seventy-five (75%) of
the meetings held. For a description of directors' fees, see "Executive
Compensation - Compensation of Directors." The Board of Directors has
designated Audit, Stock Option, and Executive and Compensation Committees. At
the present time, Rod O. Julander and Elizabeth A. Whitsett are the members of
the Audit and Executive and Compensation Committees. Dr. Julander and
Elizabeth A. Whitsett are members of the Stock Option Committee, employee
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plan. B. Joyce Wickham and Mark L. Ballard are members of the Stock Option
Committee, director plan.
The functions performed by the Audit Committee include (i) meeting
with the Company's independent auditors to discuss the scope of the auditors'
annual review of the Company's financial statements, procedures recommended by
the auditors, and the results of the auditors' annual review, and (ii)
reporting and making recommendations to the Board of Directors. The Audit
Committee held one meeting in 1998.
The functions performed by the Executive and Compensation
Committee are to periodically review the compensation paid to officers of the
Company and to make recommendations to the Board of Directors concerning such
compensation. The Executive and Compensation Committee held one meeting in
1998.
The functions performed by the Stock Option Committee, employee
plan, include (i) administering the Company's employee stock option plans, and
(ii) determining eligible officers and employees to whom any stock options
should be granted pursuant to the stock option plans, the number thereof, and
the terms of any such grants. This Stock Option Committee held two meetings
in 1998.
The functions performed by the Stock Option Committee, director
plan, include (i) administering the Company's director stock option plans, and
(ii) determining eligible directors to whom any stock options should be
granted pursuant to the stock option plans, the number thereof, and the terms
of any such grants. This Stock Option Committee held two meetings in 1998.
Executive Officers and Directors
The executive officers, directors, and significant employees of
the Company are listed on the following table:
Name Position Age
- ------------------ -------------------------- -----
B. Joyce Wickham Chairman, Director, 47
President, Chief
Executive Officer
and Treasurer
Mark L. Ballard Director, Vice President 51
and Assistant Secretary
Rod O. Julander Director and Secretary 65
Elizabeth A. Whitsett Director 52
Reinhardt Thyzel Director 50
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The term of each executive officer is one year. Officers are
elected each year at the Annual Meeting of the Board of Directors.
Certain information regarding the business experience of these
executive officers, directors and significant employees is set forth below.
B. Joyce Wickham. Ms. Wickham was elected Chairman of the Board,
President and Chief Executive Officer, and Treasurer of the Company in 1989.
She has served in those capacities since that time, except for the period from
June 1989 until December 1990 when she served solely as Chairman of the Board
and Treasurer. Ms. Wickham has been employed by the Company and its
subsidiaries or associated companies since 1981, with the exception of one
year during 1988-1989 at which time she was employed with McMahan Enterprises
and Kaye Corporation in General Management and as Director of Personnel and
Operations. Ms. Wickham has held various executive positions for the Company
including Manager of American Laser GmbH, Munich, Germany, Manager of the
Company's Taipei, Taiwan material procurement operations, Manager of Optical
Computer, Inc. and President of Southfork Electronics, Inc. Ms. Wickham holds
a Bachelor of Science Degree in Psychology from Brigham Young University.
Mark L. Ballard. Mr. Ballard currently is employed by the Company
as Vice President of Laser Corporation and President of American Laser. He
was elected to these positions in May 1991 and June 1994, respectively. Prior
to May 1991, Mr. Ballard held various executive, officer and director
positions for the Company and its subsidiaries. He has been employed by the
Company since 1975, with the exception of one year during 1983-1984 at which
time he was President and a director of HGM. Mr. Ballard holds a Bachelor of
Arts degree in Accounting from Utah State University.
Rod O. Julander. Dr. Julander was elected to the Board of
Directors and as Secretary of the Company in 1989. Dr. Julander has been a
Professor of Public Administration at Weber State University, Ogden, Utah,
since 1960 and is Chairman of the Political Science Department. In 1984 he
was a consultant for University of Utah Center for Public Administration, and
a lobbyist for the Utah Chapter of the National Association of Social Workers
and the Utah Society of Radiologic Technologists. In 1967 he was Personnel
Consultant at Hill Air Force Base, Utah and from 1965 to 1966 was Executive
Director of the Utah Committee on Children and Youth. Dr. Julander received
his Bachelor of Science and Master of Science in Philosophy and his Ph.D. in
Political Science from the University of Utah.
Elizabeth A. Whitsett. Ms. Whitsett was elected to the Board of
Directors February 20, 1998. Ms. Whitsett has been a practicing attorney
since 1978. Currently she is employed by Huntsman Corporation, Salt Lake
City, Utah in the position of Associate General Counsel. Huntsman Corporation
and its affiliated companies manufacture and market a variety of specialty and
industrial chemicals and polymers worldwide. Prior to 1993 Ms. Whitsett was a
partner in the law firm of Van Cott, Bagley, Cornwall & McCarthy in Salt Lake
City, Utah. Ms. Whitsett received her Juris Doctorate from the University of
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Southern California in 1978, a MAT from Yale University in 1969 and a Bachelor
of Arts degree in 1967 from Stanford University.
Reinhardt Thyzel. Mr. Thyzel was elected to the Board of
Directors October 16, 1998. Mr. Thyzel is currently President and founder of
A.R.C. AG, Switzerland, a company engaged since 1997, in the development of
medical lasers. In 1996 Mr. Thyzel founded A.R.C. GmbH in Germany for the
development and sales of dermatological and dental lasers. From 1989 through
1996 Mr. Thyzel was a consultant for Spectron Laser Systems, England. Mr.
Thyzel provided the key experience and management to expand Spectron's
scientific product line to a sucessful industrial laser line. During 1977 Mr.
Thyzel founded Meditec, GmbH in which he was the owner and President. This
company developed, manufactured and sold medical lasers primarily in the field
of ophthalmology until 1989 when it was sold. Mr. Thyzel received his degree
in engineering in 1972 and is a resident of Switzerland.
Dr. Julander, Ms. Whitsett and Mr. Thyzel are employed full time
in activities which do not involve the Company. Ms. Wickham is employed full
time by the Company as its President, Chief Executive Officer and Treasurer.
Mr. Ballard is employed full time by the Company as its Vice President and
Assistant Secretary. If any outside director is requested to perform services
for the Company beyond normal service as a director, such director will be
compensated for the performance of such services at rates to be agreed upon by
such director and the Company.
There are no family relationships between any directors or
executive officers of the Company.
EXECUTIVE COMPENSATION
The following table sets forth the aggregate cash remuneration
paid by the Company for services rendered in all capacities during the last
fiscal year by its Chief Executive Officer and by its most highly compensated
executive officers whose cash remuneration from the Company and its
subsidiaries exceeded $100,000. No executive officer received cash
remuneration in excess of $100,000 in 1998.
Summary Compensation Table
Long Term Compensation
-----------------------
Annual Compensation Awards Payouts
--------------------- -----------------------
(a) (b) (c) (d) (e) (f) (g)
Other Securities
Annual Underlying All Other
Name and Year Compen- Options/ Compen-
Principal Ended Salary Bonus sation(1) SARs sation(2)
Position Dec. 31 ($) ($) ($) (#) ($)
- -------------------------------------------------------------------------
B. Joyce Wickham 1998 $72,100 $20,505(3) $609 2,000 $4,715
President, Chief 1997 $72,100 $ 7,983 $416 5,000 $4,160
Executive Officer, 1996 $72,100 $ 7,983 $659 5,000 $5,547
and Director
No payments were made for Long Term Compensation-Restricted Stock Awards or Long
Term Compensation-LTIP Payout.
(1) Amounts include Company payments for additional health insurance coverage.
(2) Payments in lieu of vacation earned.
(3) Paid for bonus earned during fiscal 1997.
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Other Compensation
Ms. Wickham's Employment Agreement provides to Ms. Wickham, as
additional compensation, a payment equal to fifty percent (50%) of the price
actually paid by her to purchase stock of the Company during any calendar year
of her employment, up to a maximum of ten percent (10%) of her annual
compensation for such year. Ms. Wickham has not purchased any shares pursuant
to this provision.
The Company does not have a key-man life insurance policy on the
life of any executive officer or director. The Company provides health and
life insurance to its employees. The Company had no other retirement, pension
or similar programs in 1998. In 1990, the Company established a 401(k)
retirement program for employees. The Company did not make a contribution to
the Plan in 1998.
Stock Option Plans
The Company has two shareholder approved stock option plans for
key employees: an incentive stock option plan pursuant to which incentive
stock options to purchase a maximum of 62,500 shares of common stock may be
issued and a non-statutory stock option plan pursuant to which non-qualified
stock options to purchase 62,500 shares may be issued. Amounts shown have
been adjusted to take into account the five for four stock dividend issued to
the shareholders on February 18, 1998. No stock options were granted under
these plans in 1998. Both plans expired on June 30, 1998. There are 42,500
shares that remain exercisable under the incentive stock plan and 15,000
shares that remain exercisable under the non-statutory stock option plan. The
maximum term of options granted under either plan is five years. Each of the
plans provides that if the optionee's employment by the Company is terminated
for any reason the option shall thereupon expire and any and all right to
purchase shares pursuant thereto shall terminate ninety days after the
optionee's employment terminates. On May 28, 1998, the Stock Option Committee
of the Board of Directors approved a new non-qualified stock incentive plan.
The plan provides for the issuance of stock options, performance stock units
and restricted stock units. The maximum number shares of the Company's common
stock reserved and available for issuance under the non-qualified plan is
150,000 shares. The Stock Option Committee of the Board of Directors
administers the plan and has discretion to determine the terms of options
granted under each plan. Such terms include the exercise price of each
option, the number of shares subject to each option, and the exercisability of
such options. Options issued under the plan must be granted at the fair
market value on the date of grant. A stock option granted under the plan will
become exercisable in two increments. The first third is immediately
exercisable and the remaining two-thirds is exercisable upon the first
anniversary date of the grant. The maximum term of options granted under the
plan is ten years. The plan provides that if the optionee's employment by
the Company is terminated for any reason the unvested portion of any
restricted stock unit awards or performance stock unit awards will be
canceled. Stock options held by an employee who is terminated for any reason
other than death, disability, without cause or constructive termination, may
be exercised within 90 days following such termination, to the extent the
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option was exercisable. During 1998, options to purchase an aggregate of
4,000 shares of common stock at an exercise price of $1.125 per share were
granted to two officers. The stock incentive plan, as approved, expires on
January 1, 2008.
The following table sets forth information respecting all individual
grants of options and stock appreciation rights ("SARs") made during the last
completed fiscal year to any of the executives named in the Summary
Compensation Table above.
Option/SAR Grants in Last Fiscal Year
Individual Grants
- -----------------------------------------------------------------------------
(a) (b) (c) (d) (e)
Number of % of Total
Securities Options/SARs
Underlying Granted Exercise or Ex-
Options/SARs During Base Price piration
Name Granted (#) Fiscal Year(1) ($/share) Date
- -----------------------------------------------------------------------------
B. Joyce Wickham 2,000 20 % $1.125 Dec. 2008
(1) The percentage is based on the total of options to purchase 10,000 shares
granted in 1998.
Stock Bonus Plan
In January 1985, the Board of Directors adopted a Stock Bonus Plan
(the "Stock Bonus Plan") to provide stock bonuses to qualified employees of
the Company. 62,500 shares of the Company's common stock have been reserved
for issuance under the Stock Bonus Plan.
The Board of Directors has discretion to determine qualified
employees to whom stock bonuses should be awarded, the number of shares to be
granted to each qualified employee and any restrictions to be placed upon the
shares. No more than 1,000 shares may be granted to any one employee during
any fiscal year. Employees are not required to pay cash or other
consideration for shares awarded under the Stock Bonus Plan. As of March 31,
1999, the Company had granted 1,058 shares of common stock under the stock
bonus plan, all of which were issued prior to 1987.
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Director Options
On October 16, 1987, the Board of Directors adopted a resolution,
ratified by the Shareholders of the Company, granting all non-employee
directors five-year options to purchase 10,000 shares of common stock, at the
end of each six months of service as a director, at the last reported sale
price on the date of grant. Such options will not be granted under the
incentive or non-statutory stock option plans. On March 22, 1990, the Board
of Directors adopted a resolution terminating the director option program. On
May 29, 1992 the Board of Directors reinstated this option plan whereby each
outside director would be granted a five-year option to purchase 2,000 shares
of common stock at the end of each six months of service as a director
beginning on June 1, 1992. The plan provides that if a director shall cease
to be a director of the Corporation for any reason the option may be exercised
by the former director at any time within one year after such cessation. A
formalized Stock Option Plan and Stock Option Agreement was adopted on
September 10, 1992, effective May 29, 1992. On June 1, 1993 the plan was
amended to change the method of calculating the exercise price to that of the
employee's Incentive Stock Option Plan. All amounts shown have been adjusted
to take into account the five for four stock dividend. During 1994, options
to purchase an aggregate of 2,500 shares of common stock at an exercise price
of $1.144 per share and an aggregate of 2,500 shares of common stock at an
exercise price of $4.104 per share were granted. Options were granted in 1995
to purchase an aggregate of 2,500 shares of common stock at the exercise price
of $2.90 per share and an aggregate of 2,500 shares of common stock at an
exercise price of $1.90 per share. In 1996, options to purchase an aggregate
of 2,500 shares of common stock at an exercise price of $2.40 per share and an
aggregate of 2,500 shares of common stock at an exercise price of $2.00 per
share were granted. Options were granted in 1997 to purchase a aggregate of
2,500 shares of common stock at the exercise price of $1.30 per share and an
aggregate of 2,500 shares of common stock at the exercise price of $3.728 per
share. During 1998, options to purchase as aggregate 2,000 shares of common
stock at an exercise price of $2.0155 and an aggregate of 4,000 shares of
common stock at an exercise price of $1.125 per share were granted.
Termination of Employment Arrangement
Employment Agreements between B. Joyce Wickham and the Company and
Mark L. Ballard and the Company, provided that in the event of termination by
the Company of their employment, Ms. Wickham shall be entitled to twelve
months of severance benefits at the time of termination and Mr. Ballard shall
be entitled to eleven months of severance benefits at the time of termination,
unless such termination shall be for cause, lack of performance, resignation
or by reason of death.
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Compensation of Directors
Board members who are also employees of the Company do not receive
any directors' fees. Non-employee Board members receive $10,000 per year in
directors' fees. Directors are reimbursed for their expenses of attending
meetings outside the area in which they live.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Reinhardt Thyzel, a director and significant stockholder of the
Company, is an owner and officer of A.R.C. GmbH, Germany and A.R.C. AG,
Switzerland (collectively "A.R.C."). The Company is currently selling laser
products to and purchasing components and sub assemblies from these entities.
During 1998 sales to A.R.C. totaled $269,860. Purchases by the Company from
A.R.C. in 1998 totalled $57,992. In addition, the Company and A.R.C. have
formed a stratgic partnership for the development, marketing and sales of new
medical products. The Company has a distribution agreement with A.R.C. AG for
rights to sell and manufacture the complete Dodick Photolysis medical system.
This agreement includes a royalty fee to be paid to A.R.C. and exclusive
rights to sell in the U.S.A., Canada, Mexico and Brazil.
The Company's administrative offices and assembly facilities for
its laser products are located in an approximately 46,000 square foot building
in Salt Lake City, Utah, which is owned by Dr. McMahan, former Chairman and
President of the Company, who owns approximately thirteen percent (13%) of the
stock of the Company. The Company leases the building from Dr. McMahan
pursuant to a lease agreement which terminates on April 30, 1999. The annual
base rent for the facility is $236,725.
PROPOSAL 2 - RATIFICATION AND APPROVAL OF THE LASER CORPORATION
1999 STOCK INCENTIVE PLAN
Background
As of June 30, 1998, the two stock option plans for employees
terminated by their terms. As a result, the Board of Directors, believing
that the ability to grant stock option to key employees is necessary to
attract and retain key employees, authorized the adoption of the Laser
Corporation Stock Incentive Plan (the "1999 Plan") to make an additional
150,000 shares of Company Common Stock available for distribution to the
Company's key officers and employees.
Consequently, the shareholders will be asked at the Annual Meeting
to vote on a proposal to ratify and approve the adoption of the 1999 Plan.
The 1999 Plan was approved by the Board of Directors on March 30, 1998,
subject to stockholder approval.
The Board of Directors believes that substantial benefits accrue
to the Company from the granting of stock awards under the 1999 Plan to its
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key officers and employees. Such awards encourage such persons to acquire a
proprietary interest in the Company through stock ownership and thereby afford
them a greater incentive to enhance the value of the Company's Common Stock
through their own efforts in improving the Company's business. The granting
of awards under the 1999 Plan will also assist the Company in obtaining and
attracting competent personnel who will contribute to the Company's success by
their ability, ingenuity and industry and will provide incentive to the
participating personnel which will inure to the benefit of all shareholders of
the Company. For these reasons, the Board adopted the 1999 Plan.
Accordingly, the Board of Directors and management believe that ratification
and approval of the 1999 Plan is in the best interests of the Company and
recommend that shareholders vote in favor of the proposal.
The following is a summary of the material features of the 1999
Plan and is qualified in its entirety by reference to it. A copy of the 1999
Plan is attached hereto as Exhibit A.
General
The 1999 Plan provides for the issuance of stock options,
performance stock units, restricted stock units or any combination thereof
(each an "Award"). Stock options may be granted to Eligible Employees (as
such term is defined within the 1999 Plan). Eligible Employees may be granted
"incentive stock options" within the meaning of Section 422A of the Code and
non-qualified (for federal income tax purposes) stock options.
Performance stock units and restricted stock units may be granted
to Eligible Employees and represent the right to receive one share of Company
Common Stock. In the case of performance stock units, Company Common Stock
would be received upon the attainment of certain Company performance
objectives. Such performance objectives would be set by the Committee (as
defined below). In the case of restricted stock units, Company Common Stock
would be received upon completion of a restriction period, the duration of
which would be determined by the Committee.
In all cases, Awards are subject to the terms and provisions of
the 1999 Plan described below. The maximum number of shares of Company Common
Stock reserved and available for issuance under the 1999 Plan is 150,000
shares, which constitutes approximately 10.8% of the outstanding shares of
company Common Stock (as of March 1, 1999).
Duration and Administration of the 1999 Plan
The 1999 Plan will terminate on January 1, 2009, unless otherwise
terminated by resolution of the Board of Directors. Initially, the 1999 Plan
will be administered by the Company's Stock Option Committee (the
"Committee"). The Committee is composed solely of two or more Directors who
are non-employee Directors. The current members of the Committee are Rod O.
Julander and Elizabeth A. Whitsett (see, "The Board of Directors and
Committees of the Board"). It is anticipated that Reinhardt Thyzel will
replace Mrs. Whitsett as a member of the Committee. Subject to the terms and
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conditions of the 1999 Plan, the Committee has full and final authority in its
absolute discretion to, without limitation: (i) determine the terms and
conditions of Awards; (ii) construe and interpret the 1999 Plan and any
agreement or instrument entered into thereunder; (iii) adopt, amend, or
rescind rules and regulations that may be advisable in the administration of
the 1999 Plan; (iv) establish, amend or waive the rules and regulations and
the instruments evidencing Awards granted under the 1999 Plan; and (v) make
all other determinations deemed necessary or advisable for the administration
of the 1999 Plan. Any decision made or action taken by the Committee in
connection with the administration, interpretation and implementation of the
1999 Plan and of its rules and regulations will be, to the extent permitted by
law, conclusive and binding upon all Eligible Employees and upon any person
claiming under or through any of them. Neither the Committee nor any of its
members is liable for any action taken by the Committee pursuant to the 1999
Plan. No member of the Committee is liable for the act of any other member.
Securities Subject to the 1999 Plan
No more that 150,000 shares of Company Common Stock may be issued
pursuant to the 1999 Plan in the aggregate, subject to equitable adjustment by
the Committee in the event of stock splits, stock dividends, combinations,
exchanges of shares or similar capital adjustments. If any Award expires
without having been fully exercised, the shares with respect to which such
Award has not been exercised will be available for further Awards.
Grant and Method of Exercise of Awards
Subject to certain conditions, the duration of each Award granted
under the 1999 Plan will be determined by the Committee, provided that no
Award shall be granted after the tenth anniversary of the establishment of the
1999 Plan and no such Award shall be exercisable or vest, as applicable, later
than the tenth anniversary of the date the Award was granted.
Each stock option granted under the 1999 Plan will have an
exercise price of no less than the fair market value at the date of grant
which will be determined by averaging the highest and lowest sales prices for
the Company Common Stock on the date of the grant. A stock option granted
under the 1999 Plan will become exercisable in increments of one-third (1/3)
of the shares of Company Common Stock which are covered by the stock option.
The first third is immediately exercisable on the date of the grant with the
remaining two-thirds (2/3) to become exercisable on the first anniversary date
of the grant.
Shares of the Company Common Stock shall be deliverable upon the
vesting of performance stock unit Awards or restricted stock unit Awards for
no consideration other than services rendered or, in the Committee's sole
discretion, the minimum amount of consideration other than services, required
to be received by the Company in order to assure compliance with applicable
state law, which amount shall not, in any case, exceed ten percent (10%) of
the fair market value of such shares of Company Common Stock on the date of
issuance.
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Awards may be exercised by the giving of written notice to the
Company of the exercise of the Award accompanied by full payment of the
exercise price (if applicable) in cash or, in the Committee's discretion, its
equivalent. The Committee also may allow cashless exercise as permitted under
the Federal Reserve Board's Regulation T.
Exercise of Stock Options upon Termination of Employment
Termination due to Death or Disability
If an Eligible Employee's employment with the Company and all
subsidiaries ceases because of death or disability, the option may be
exercised by the Eligible Employee (or, in the event of death, such person's
estate or personal representative) until the earlier of either: (i) the first
anniversary of such termination of employment, or (ii) the expiration of the
option, but only to the extent the option was exercisable at the date of such
termination of employment.
Termination Without Cause or Due to Constructive Termination
If an Eligible Employee's employment with the Company and all
subsidiaries is terminated by the Company without "cause" or in the event of
"Constructive Termination" (including a "Change in Control") (as all such
terms are defined within the 1999 Plan) the option may be exercised by the
Eligible Employee (or, in the event of death, such person's estate or personal
representative) until the expiration of the option, but only to extent the
option was exercisable at the date of such termination of employment. The
option agreements with respect to the Awards granted under the 1999 Plan to
date provide for the immediate and full vesting of the option if the
optionee's employment is terminated without "cause" or in the event of the
optionee's "Constructive Termination."
Termination for any other Reason
If an Eligible Employee's employment with the Company and all
subsidiaries ceases for any reason other than death, disability, without cause
or Constructive Termination, the option may be exercised by the Eligible
Employee (or, in the event of death, such person's estate or personal
representative) until the earlier of either: (i) the 90th day following such
termination of employment, or (ii) the expiration of the option, but only to
the extent the option was exercisable at the date of such termination of
employment.
Subject to certain limitations set forth in the 1999 Plan, the
Committee may waive any restrictions or conditions set forth in an option
agreement concerning an Eligible Employee's right to exercise any stock option
and/or the time and method of exercise.
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Cancellation of Restricted Stock Unit
Awards or Performance Stock Unit Awards
If an Eligible Employee's employment with the Company and all
subsidiaries terminates for any reason, the unvested portion of any restricted
stock unit Awards or performance stock unit Awards will be canceled and the
Eligible Employee shall not be entitled to receive any consideration in
respect of such cancellation; provided, however, that the Committee, subject
to certain limitations set forth in the 1999 Plan, may waive any restrictions
or conditions relating to the vesting of restricted stock unit Awards and
performance stock unit Awards.
Income Tax Treatment
The Company has been advised that under current law certain of the
income tax consequences under the laws of the United States to Eligible
Employees and the Company of Awards granted under the 1999 Plan generally
should be as set forth in the following summary. This summary only addresses
income tax consequences for Eligible Employees and the Company.
An Eligible Employee who is granted an incentive stock option
which qualifies under Section 422 of the Code will not recognize income at the
time of grant or exercise of such Award. No federal income tax deduction will
be allowable to the Company upon the grant or exercise of such Award. Upon
the exercise of an incentive stock option, however, special alternative
minimum tax rules apply for the Eligible Employee. When the Eligible Employee
sells such shares more than one (1) year after the date of exercise of an
Award and more than two (2) years after the date of grant of the incentive
stock option, the employee will normally recognize a long term capital gain or
loss equal to the difference, if any, between the sales price of such shares
and the option exercise price. If the Eligible Employee does not hold such
shares for the period, when the employee sells such shares, the employee will
recognize ordinary compensation income and possible capital gain or loss in
such amounts as are prescribed by the Code and the regulations thereunder.
Subject to applicable provisions of the Code and regulation, the Company
generally will be entitled to a federal income tax deduction in the amount of
such ordinary compensation income.
An Eligible Employee to whom a non-qualified option (an option
which is not an incentive stock option) is granted will not recognize income
at the time of grant of such option. When the Eligible Employee exercises
such non-qualified option, such person will recognize ordinary compensation
income equal to the difference, if any, between the option exercise price and
the fair market value, as the date of the option exercise, of the shares such
person receives. The tax basis of such shares to such person will be equal to
the fair market value, as of the date of the option exercise, of the shares
such person receives (or the exercise price, if greater) and the holding
period for such shares will commence on the day on which such person
recognized taxable income in respect to such shares. Subject to applicable
provisions of the Code and regulations, the Company generally will be entitled
to a federal income tax deduction in respect of non-qualified options in the
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amount of such ordinary compensation income recognized by the Eligible
Employee.
An Eligible Employee to whom a restricted stock unit award or a
performance stock unit award is granted will not recognize income at the time
of grant to such Award. When such Eligible Employee receives shares of
Company Common Stock, the Eligible Employee will recognize ordinary
compensation income equal to the fair market value of any shares received.
Subject to applicable provisions of the Code and regulations thereunder, the
Company generally will be entitled to a federal income tax deduction in
respect of the Award of Company Common Stock in an amount equal to the
ordinary compensation income recognized by the Eligible Employee.
The discussion set forth above does not purport to be a complete
analysis of all potential tax consequences relevant to recipients of Awards of
the Company or to describe tax consequences based on particular circumstances.
It is based on the United States federal income tax law and interpretational
authorities as of the date of this Proxy Statement, which are subject to
change at any time. This discussion does not address state or local income
tax consequences or income tax consequences for taxpayers who are not subject
to taxation in the United States.
Vote Required
The action of the Board of Directors in adopting the 1999 Plan
requires the ratification and approval by an affirmative vote of the holders
of a majority of shares of Company Common Stock present in person or
represented by proxy at the Annual Meeting.
THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS A
VOTE FOR THE RATIFICATION AND APPROVAL OF THE LASER CORPORATION STOCK
INCENTIVE PLAN.
PROPOSAL 3 - RATIFICATION OF APPOINTMENT OF INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS
The Board of Directors of the Company has selected Tanner + Co. as
the independent public accountants of the Company for the fiscal year ending
December 31, 1999. Tanner + Co. has served as the Company's independent
public accountants since November 4, 1994.
During the two most recent years the Company has not consulted
with Tanner + Co. on items which (i) were or should have been subject to SAS
50 or (ii) concerned the subject matter of a disagreement or reportable event
with the former auditor, (as described in Regulation S-K Item 304(a)(2)).
Representatives of Tanner + Co. are expected to attend the Annual
Meeting of Shareholders and will be available to respond to appropriate
questions and will be afforded the opportunity to make a statement if they
desire to do so.
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In the absence of instructions to the contrary, the persons named
in the Proxy will vote the Proxies FOR ratification of the selection of Tanner
+ Co. as independent public accountants for the Company.
SHAREHOLDER PROPOSALS
If a Shareholder wishes to present a proposal at the 2000 Annual
Meeting of Shareholders, the proposal must be received by Laser Corporation,
2417 South 3850 West, Salt Lake City, Utah 84120 prior to December 15, 1999.
The Board of Directors will review any proposal which is received by that date
and determine whether it is a proper proposal to present at the 2000 Annual
Meeting.
VOTE REQUIRED
A majority of the 1,387,538 issued and outstanding shares of
common stock of the Company shall constitute a quorum at the Annual Meeting.
Under the Utah Revised Business Corporation Act, the affirmative vote of at
least a majority of the shares represented at the meeting is required for all
proposals to come before the meeting.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors of
the Company does not intend to present and has not been informed that any
other person intends to present, a matter for action at the 1999 Annual
Meeting other than as set forth herein and in the Notice of Annual Meeting.
If any other matter properly comes before the meeting, it is intended that the
holders of Proxies will act in accordance with their best judgment. The Board
of Directors may read the minutes of the 1998 Annual Meeting of Shareholders
and make reports, but Shareholders will not be requested to approve or
disapprove such minutes or reports.
In addition to the solicitation of proxies by mail, certain of the
officers and employees of the Company, without extra compensation, may solicit
proxies personally or by telephone. The Company will also request brokerage
houses, nominees, custodians and fiduciaries to forward soliciting materials
to the beneficial owners of common stock held of record and will reimburse
such persons for forwarding such material. The cost of this solicitation of
proxies will be borne by the Company.
COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB (INCLUDING
FINANCIAL STATEMENTS AND FINANCIAL STATEMENTS SCHEDULES) FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION (THE "10-KSB") MAY BE OBTAINED WITHOUT
CHARGE BY WRITING TO THE COMPANY, ATTENTION: ROD O. JULANDER, SECRETARY, 2417
SOUTH 3850 WEST, SALT LAKE CITY, UTAH 84120. COPIES OF THE COMPANY'S 1998
ANNUAL REPORT TO SHAREHOLDERS, INCLUDING THE 10-KSB, ARE BEING MAILED WITH
THIS PROXY STATEMENT. ADDITIONAL COPIES MAY BE OBTAINED BY WRITING TO LASER
CORPORATION, ATTENTION: ROD O. JULANDER, SECRETARY, 2417 SOUTH 3850 WEST,
SALT LAKE CITY, UTAH 84120.
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The enclosed Proxy is furnished for you to specify your choices
with respect to the matters referred to in the accompanying Notice and
described in this Proxy Statement. If you wish to vote in accordance with the
Board's recommendations, merely sign, date and return the Proxy in the
enclosed envelope, which requires no postage if mailed in the United States.
A prompt return of your Proxy will be appreciated.
By Order of the Board of Directors
Rod O. Julander, Secretary
Salt Lake City, Utah
April 14, 1999
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EXHIBIT A
LASER CORPORATION
STOCK INCENTIVE PLAN
TO BE EFFECTIVE JANUARY 1, 1999
SECTION 1. GENERAL PURPOSE OF PLAN; DEFINITIONS.
The name of this Plan is the Laser Corporation Stock Incentive Plan
(the "Plan"). The purpose of this Plan is to enable the Corporation (as
hereinafter defined) and its Subsidiaries (as hereinafter defined) to obtain
and retain competent personnel who will contribute to the Corporation's
success by their ability, ingenuity and industry and to provide incentives to
the participating officers and key employees which are related to increases in
stockholder value and will therefore inure to the benefit of all stockholders
of the Corporation.
For purposes of this Plan, the following terms shall be defined as set
forth below:
(a) "Award" means any grant under this Plan in the form of Stock Options,
Performance Stock Units, Restricted Stock Units or any combination of the
foregoing.
(b) "Board" means the Board of Directors of the Corporation.
(c) "Code" means the Internal Revenue Code of 1986, as amended from time
to time, or any successor thereto.
(d) "Committee" means the Stock Option Committee or any other committee
the Board may subsequently appoint to administer this Plan. The Committee
shall be composed entirely of directors who meet the qualifications referred
to in Section 2 of this Plan.
(e) "Corporation" means Laser Corporation, a corporation incorporated
under the laws of the State of Utah (or any successor corporation).
(f) "Disability" means an event of illness or other incapacity of
Optionee resulting in Optionee's failure or inability to discharge Optionee's
duties as an employee of the Corporation, any Subsidiary or any Related Entity
for ninety (90) or more days during any period of 120 consecutive days.
(g) "Eligible Employee" means an employee of the Corporation, any
Subsidiary or any Related Entity as described in Section 4 of this Plan.
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(h) "Fair Market Value" means, as of any given date, with respect to any
Awards granted hereunder, the mean of the high and low trading price of the
Stock on such date as reported on The Nasdaq Stock Market or if the Stock is
not then traded on The Nasdaq Stock Market, on such other national securities
exchange on which the Stock is admitted to trade or, if none, on the National
Association of Securities Dealers Automated Quotation System if the Stock is
admitted for quotation thereon; provided, however, that if any such system,
exchange or quotation system is closed on any day on which Fair Market Value
is to be determined, Fair Market Value shall be determined as of the first day
immediately proceeding such day on which such system, exchange or quotation
system was open for trading; provided, further, that in all other
circumstances, "Fair Market Value" means the value determined by the Committee
after obtaining an appraisal by one or more independent appraisers meeting the
requirements of regulations issued under Section 170(a)(1) of the Code.
(i) "Incentive Stock Option" means any Stock Option intended to qualify
as an "incentive stock option" within the meaning of Section 422 of the Code.
(j) "Non-Employee Director" shall have the meaning set forth in Rule
16b-3 ("Rule 16b-3"), as promulgated by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended from time to time (the
"Exchange Act"), or any successor definition adopted by the Securities and
Exchange Commission.
(k) "Nonqualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.
(l) "Optionee" means a Participant granted a Stock Option pursuant to
Section 5 of this Plan which remains outstanding.
(m) "Participant" means any Eligible Employee selected by the Committee,
pursuant to the Committee's authority in Section 2 of this Plan, to receive
Awards.
(n) "Performance Stock Unit" means the right to receive one share of
Stock as set forth in an Award granted pursuant to Section 7 of this Plan.
(o) "Related Entity" means any corporation, joint venture or other
entity, domestic or foreign, other than a Subsidiary, in which the Corporation
owns, directly or indirectly, a substantial equity interest.
(p) "Restricted Stock Unit" means the right to receive one share of Stock
as set forth in an Award granted pursuant to Section 7 of this Plan.
(q) "Retirement" means (i) retirement from active employment under a
retirement plan of the Corporation, any Subsidiary or Related Entity or under
an employment contract with any of them or (ii) termination of employment at
or after age 55 under circumstances which the Committee, in its sole
discretion, deems equivalent to retirement.
(r) "Stock" means the common stock, par value $0.05 per share, of the
Corporation.
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(s) "Stock Option" means any option to purchase shares of Stock granted
pursuant to Section 5 of this Plan.
(t) "Subsidiary" means any corporation in an unbroken chain of
corporations beginning with the Corporation, if each of the corporations
(other than the last corporation in the unbroken chain) owns stock possessing
50% or more of the total combined voting power of all classes of stock in one
of the other corporations in the chain.
SECTION 2. ADMINISTRATION.
This Plan shall be administered by the Committee, composed solely of
two or more directors who are Non-Employee Directors, who shall be appointed
by the Board and who shall serve at the pleasure of the Board. In the event
that a Committee has not been appointed or in the Board's sole discretion,
this Plan shall be administered by the Board which shall have all of the power
and authority of the Committee set forth below. The Committee shall have the
power and authority in its sole discretion to grant Awards pursuant to the
terms and provisions of this Plan.
In particular, the Committee shall have the full authority, not
inconsistent with this Plan:
(a) to select Participants;
(b) to determine whether and to what extent Awards are to be granted to
Participants hereunder;
(c) to determine the number of shares of Stock to be covered by each such
Award granted hereunder, but in no case shall such number be in the aggregate
greater than that allowed under this Plan;
(d) to approve or ratify transactions by Participants involving
acquisitions from the Corporation or dispositions to the Corporation of equity
securities of the Corporation made pursuant to the terms of this Plan;
(e) to determine the terms and conditions of any Award granted hereunder
(including, without limitation, (i) the restrictive periods applicable to
Restricted Stock Unit Awards and (ii) the performance objectives and periods
applicable to Performance Stock Unit Awards);
(f) to waive compliance by a Participant with any obligation to be
performed by such Participant under any Award and to waive any term or
condition of any such Award (provided, however, that no such waiver shall
detrimentally affect the rights of the Participant without such Participant's
consent); and
(g) to determine the terms and conditions which shall govern all written
agreements evidencing the Awards.
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The Committee shall have the authority to adopt, alter and repeal
such administrative rules, guidelines and practices governing this Plan as it
shall, from time to time deem advisable; to interpret the provisions of this
Plan and the terms and conditions of any Award issued, expired, terminated,
canceled or surrendered under this Plan (and any agreements relating thereto);
and to otherwise supervise the administration of this Plan.
All decisions made by the Committee pursuant to the provisions of
this Plan and as to the terms and conditions of any Award (and any agreements
relating thereto) shall be final and binding on all persons, including the
Corporation and the Optionees.
SECTION 3. NUMBER OF SHARES OF STOCK SUBJECT TO PLAN.
The total number of shares of Stock reserved and available for
issuance under this Plan shall be one hundred fifty thousand (150,000). Such
shares of Stock may consist, in whole or in part, of authorized and unissued
shares of Stock, treasury shares or issued shares of Stock reacquired by the
Corporation at any time, as the Board may determine.
To the extent that (a) a Stock Option expires or is otherwise
terminated, canceled or surrendered without being exercised (including,
without limitation, in connection with the grant of a replacement option) or
(b) any Restricted Stock Unit Award or Performance Stock Unit Award granted
hereunder expires or is otherwise terminated or is canceled, the shares of
Stock underlying such Stock Option or subject to such Restricted Stock Unit
Award or Performance Stock Unit Award shall again be available for issuance in
connection with future Awards under this Plan.
In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, spin-off, or other change in corporate
structure or capitalization affecting the Stock, the Committee shall make an
equitable adjustment or substitution in the number and class of shares
reserved for issuance under this Plan, the number and class of shares covered
by outstanding Awards and the option price per share of Stock Options to
reflect the effect of such change in corporate structure or capitalization on
the Stock; provided, however, that any fractional shares resulting from such
adjustment shall be eliminated; provided further, however, that if by reason
of any such change in corporate structure or capitalization a Participant
holding a Restricted Stock Unit Award or Performance Stock Unit Award shall be
entitled, subject to the terms and conditions of such Award, to additional or
different shares of any security, the issuance of such additional or different
shares shall thereupon be subject to all of the terms and conditions
(including restrictions and performance criteria) which were applicable to
such Award prior to such change in corporate structure or capitalization; and,
provided, further, however, that unless the Committee in its sole discretion
determines otherwise, any issuance by the Corporation of shares of stock of
any class or securities convertible into shares of stock of any class shall
not affect, and no such adjustment or substitution by reason thereof shall be
made with respect to, the number or class of shares reserved for issuance
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under this Plan, the number or class of shares covered by outstanding Awards
or any option price or applicable price.
SECTION 4. ELIGIBILITY.
Officers and other key employees of the Corporation, its Subsidiaries
and its Related Entities who are responsible for or contribute to the
management, growth or profitability of the business of the Corporation, its
Subsidiaries or its Related Entities shall be eligible to be granted Awards;
provided however, with respect to an employee of a Related Entity, that such
person was an employee of the Corporation, a Subsidiary or, if originally an
employee of the Corporation or a Subsidiary, of another Related Entity
immediately prior to becoming employed by such Related Entity and accepted
employment with such Related Entity at the request of the Corporation or a
Subsidiary. The Participants under this Plan shall be selected, from time to
time, by the Committee, in its sole discretion, from among those Eligible
Employees.
SECTION 5. STOCK OPTIONS.
(a) GRANT AND EXERCISE. Stock Options may be granted either alone or
in addition to other Awards granted under this Plan. Any Stock Option granted
under this Plan shall be in such form as the Committee may, from time to time,
approve, and the terms and conditions of Stock Option Awards need not be the
same with respect to each Optionee. Each Optionee shall enter into a Stock
Option agreement ("Stock Option Agreement") with the Corporation, in such form
as the Corporation shall determine, which agreement shall set forth, among
other things, the option price of the option, the term of the option and
conditions regarding exercisability of the option granted thereunder.
(i) NATURE OF OPTIONS. The Committee shall have the authority
to grant any Participant either Incentive Stock Options, Nonqualified Stock
Options or both types of Stock Options, except that the Committee shall not
grant any Incentive Stock Options to an employee of a Related Entity. Any
Stock Option which does not qualify as an Incentive Stock Option, or the terms
of which at the time of its grant provide that it shall not be treated as an
Incentive Stock Option, shall constitute a Nonqualified Stock Option.
(ii) EXERCISABILITY. Subject to such terms and conditions as
shall be determined by the Committee in its sole discretion at or after the
time of grant, Stock Options shall be exercisable from time to time to the
extent of 33% of the number of shares of Stock covered by the Stock Option
immediately upon the date of grant of the Stock Option, and to the extent of
100% of the number of shares of Stock covered by the Stock Option on and after
the first anniversary and before the expiration of the stated term of the
Stock Option (or to such lesser extent as the Committee in its sole discretion
shall determine at the time of grant or to such greater extent as the
Committee in its sole discretion shall determine at or after the time of
grant).
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(iii) METHOD OF EXERCISE. Stock Options may be exercised by
giving written notice of exercise delivered in person or by mail as required
by the terms of any Stock Option Agreement at the Corporation's principal
executive office, specifying the number of shares of Stock with respect to
which the Stock Option is being exercised, accompanied by payment in full of
the option price in cash or its equivalent as determined by the Committee in
its sole discretion. If requested by the Committee, the Optionee shall deliver
to the Corporation the Stock Option Agreement evidencing the Stock Option
being exercised for notation thereon of such exercise and return thereafter of
such agreement to the Optionee. As determined by the Committee in its sole
discretion at or after the time of grant, payment of the option price in full
or in part may also be made in the form of shares of unrestricted Stock
already owned by the Optionee (based on the Fair Market Value of the Stock on
the date the Stock Option is exercised); provided however, that in the case of
an Incentive Stock Option, the right to make payment of the option price in
the form of already owned shares of Stock may be authorized only at the time
of grant. The Committee also may allow cashless exercise as permitted under
Federal Reserve Board's Regulation T, subject to applicable securities law
restrictions, or by any other means which the Committee determines to be
consistent with this Plan's purpose and applicable law. An Optionee shall
generally have the rights to dividends or other rights of a stockholder with
respect to shares of Stock subject to the Stock Option when the Optionee has
given written notice of exercise, has paid in full for such shares of Stock,
and, if requested, has made representations described in Section 9(a) of this
Plan.
(b) TERMS AND CONDITIONS. Stock Options granted under this Plan shall
be subject to the following terms and conditions and shall contain such
additional terms and conditions, not inconsistent with the terms of this Plan,
as the Committee shall deem desirable.
(i) OPTION PRICE. The option price per share of Stock
purchasable under a Stock Option shall be determined by the Committee at the
time of grant, but shall be not less than 100% of the Fair Market Value of
the Stock on the date of the grant; provided, however, that if any Participant
owns or is deemed to own (by reason of the attribution rules of Section 424(d)
of the Code) more than 10% of the combined voting power of all classes of
stock of the Corporation or any Subsidiary when an Incentive Stock Option is
granted to such Participant, the option price of such Incentive Stock Option
(to the extent required by the Code at the time of grant) shall be not less
than 110% of the Fair Market Value of the Stock on the date such Incentive
Stock Option is granted.
(ii) OPTION TERM. The term of each Stock Option shall be
fixed by the Committee at the time of grant, but no Stock Option shall be
exercisable more than ten years after the date such Stock Option is granted;
provided, however, that if any Participant owns or is deemed to own (by reason
of the attribution rules of Section 424(d) of the Code) more than 10% of the
combined voting power of all classes of stock of the Corporation or any
Subsidiary when an Incentive Stock Option is granted to such Participant, such
Stock Option (to the extent required by the Code at time of grant) shall not
be exercisable more than five years from the date such Incentive Stock Option
is granted.
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(iii) TRANSFERABILITY OF OPTIONS. Except as otherwise
determined by the Committee, no Stock Options shall be transferable by the
Optionee otherwise than by will or by the laws of descent and distribution and
all Stock Options shall be exercisable, during the Optionee's lifetime, only
by the Optionee, or in the case of Optionee's legal incompetency, only by
Optionee's guardian or legal representative.
(iv) OPTION EXERCISE AFTER TERMINATION BY REASON OF DEATH OR
DISABILITY. If an Optionee's employment with the Corporation, any Subsidiary
or any Related Entity terminates by reason of death or Disability, and Stock
Option held by such Optionee may thereafter be exercised for a period of one
year (or such shorter period as the Committee in its sole discretion shall
specify at or after the time of grant) from the date of such termination or
until the expiration of the stated term if such Stock Option, whichever period
is shorter, to the extent to which the Optionee would on the date of
termination have been entitled to exercise the Stock Option (or to such
greater or lesser extent as the Committee in its sole discretion shall
determine at or after the time of grant). In the event of a termination of
employment by reason of death or Disability, if an Incentive Stock Option is
exercised after the expiration of the exercise period that applies for
purposes of Section 422 of the Code, such Stock Option will thereafter be
treated as a Nonqualified Stock Option.
(v) OPTION EXERCISE AFTER TERMINATION WITHOUT CAUSE OR
CONSTRUCTIVE TERMINATION. If an Optionee's employment with the Corporation,
any Subsidiary, or any Related Entity is terminated, by the Corporation or
such Subsidiary or such Related Entity, without "Cause" (as such term is
defined within the Stock Option Agreement) or in the event of "Constructive
Termination" (as such term is defined within the Stock Option Agreement) of
the Optionee's employment with the Corporation or such Subsidiary or such
Related Entity is so terminated the Committee, in its sole discretion, may
permit the Optionee to exercise any Stock Option held by such Optionee, to the
extent not theretofore exercised, in whole or in part with respect to all
remaining shares covered by the Stock Option at any time prior to the
expiration of the Stock Option (or such shorter period as the Committee in its
sole discretion shall specify at or after the time of grant), to the extent to
which the Optionee would on the date of termination have been entitled to
exercise the Stock Option (or to such greater or lesser extent as the
Committee in it sole discretion shall determine at or after the time of
grant). An Optionee's acceptance of employment, at the request of the
Corporation or a Subsidiary, with a Related Entity (or acceptance of
employment, at the request of the Corporation or a Subsidiary, with any
other Related Entity), shall not be deemed a termination of employment
hereunder and any Stock Option held by Optionee may be exercised thereafter to
the extent that the Optionee would on the date of exercise have been entitled
to exercise such Stock Option if such Optionee had continued to be employed by
the Corporation or such Subsidiary (or such initial Related Entity), provided
that the Optionee has been in continuous employ with the Related Entity to
which such Optionee has moved from the date of acceptance of employment
therewith until the date of exercise. In the event of termination of
employment by the Corporation, any Subsidiary or any Related Entity without
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Cause or in the event of Constructive Termination of the Optionee's employment
or the acceptance of employment with a Related Entity, if an Incentive Stock
Option is exercised after the expiration of the exercise period that applies
for purposes of Section 422 of the Code, such Stock Option will thereafter be
treated as a Nonqualified Stock Option.
(vi) OPTION EXERCISE AFTER TERMINATION OR RESIGNATION. If an
Optionee's employment with the Corporation, any Subsidiary, or any Related
Entity terminates for any reason not set forth in Sections 5(iv) or (v) above,
the Committee, in its sole discretion, may permit the Optionee to exercise any
Stock Option held by such Optionee to the extent such Option was exercisable
on the date of such termination (or to such greater or lesser extent as the
Committee in its sole discretion shall determine at or after the time of
grant) for a period of ninety (90) days from the date of such termination (or
such shorter period as the Committee in its sole discretion shall specify at
or after the time of grant).
(vii) OTHER TERMINATION. Except as otherwise provided in
this Section 5 of this Plan, or as determined by the Committee in its sole
discretion, if an Optionee's employment with the Corporation, any Subsidiary
or any Related Entity terminates, all Stock Options held by the Optionee will
terminate.
(viii) ANNUAL LIMIT ON INCENTIVE STOCK OPTIONS. To the
extent required for incentive stock option treatment under Section 422 of the
Code, the aggregate Fair Market Value (determined as of the date of Incentive
Stock Option is granted) of the shares of Stock with respect to which
Incentive Stock Options granted under this Plan and all other option plans of
the Corporation or any Subsidiary become exercisable for the first time by an
Optionee during any calendar year shall not exceed $100,000; provided,
however, that if the aggregate Fair Market Value (so determined) of the shares
of Stock covered by such options exceeds $100,000 during any year in which
they become exercisable, such options with a Fair Market Value in excess of
$100,000 will be Nonqualified Stock Options.
SECTION 6. RESTRICTED STOCK UNITS AND PERFORMANCE STOCK UNITS.
(a) GRANT. Awards of Restricted Stock Units or Performance Stock
Units may be granted either alone or in addition to other Awards granted under
this Plan. Each Restricted Stock Unit or Performance Stock Unit represents the
right to receive, subject to the terms and provisions of this Plan and any
agreements evidencing such Awards, one share of Stock. If the Committee in its
sole discretion so determines at the time of grant, a Participant to whom a
Restricted Stock Unit Award or Performance Stock Unit Award has been granted
may be credited with an amount equivalent to all cash dividends ("Dividend
Equivalents") that would have been paid to the holder of such Restricted Stock
Unit Award or Performance Stock Unit Award if one share of Stock for every
Restricted Stock Unit or Performance Stock Unit awarded had been issued to the
holder on the date of grant of such Restricted Stock Unit Award or Performance
Stock Unit Award. The Committee shall determine the terms and conditions of
each Restricted Stock Unit Award and Performance Stock Unit, including without
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limitation, the number of Restricted Stock Units or Performance Stock Units to
be covered by such Awards, the restricted period applicable to Restricted
Stock Unit Awards and the performance objectives applicable to Performance
Stock Unit Awards. The Committee in its sole discretion may prescribe terms
and conditions applicable to the vesting of such Restricted Stock Unit Awards
or Performance Stock Unit Awards in addition to those provided in this Plan.
The Committee shall establish such rules and guidelines governing the
crediting of Dividend Equivalents, including the timing, form of payment and
payment contingencies of Dividend Equivalents, as it may deem desirable. The
Committee in its sole discretion may at any time accelerate the time at which
the restrictions on all or any part of a Restricted Stock Unit Award lapse or
deem the performance objectives with respect to all or any part of a
Performance Stock Unit Award to have been attained. Restricted Stock Units
Awards and Performance Stock Unit Awards shall not be transferable otherwise
than by will or by the laws of descent and distribution. Shares of Stock shall
be deliverable upon the vesting of Restricted Stock Unit Awards and
Performance Stock Unit Awards for no consideration other than services
rendered or, in the Committee's sole discretion, the minimum amount of
consideration other than services (such as the par value of Stock) required to
be received by the Corporation in order to assure compliance with applicable
state law, which amount shall not exceed 10% of the Fair Market Value of such
shares of Stock on the date of issuance. Each such Award shall be evidenced by
a Restricted Stock Unit agreement ("Restricted Stock Unit Award Agreement") or
Performance Stock Unit Award agreement ("Performance Stock Unit Award
Agreement").
(b) TERMS AND CONDITIONS. Unless otherwise determined by the
Committee in its sole discretion:
(i) a breach of any term or condition provided in this Plan,
the Restricted Stock Unit Award Agreement or the Performance Stock Unit Award
Agreement or established by the Committee with respect to such Restricted
Stock Unit Award or Performance Stock Unit Award will cause a cancellation of
the unvested portion of such Restricted Stock Unit Award or Performance Stock
Unit Award (including any Dividend Equivalents credited in respect thereof)
and the Participant shall not be entitled to receive any consideration in
respect of such cancellation; and
(ii) termination of such holder's employment with the
Corporation, any Subsidiary or any Related Entity prior to the lapsing of the
applicable restriction period or attainment of applicable performance
objectives will cause a cancellation of the unvested portion of such
Restricted Stock Unit Award or Performance Stock Unit Award (including any
Dividend Equivalents credited in respect thereof) and the Participant shall
not be entitled to receive any consideration in respect of such cancellation.
(c) COMPLETION OF RESTRICTION PERIOD AND ATTAINMENT OF PERFORMANCE
OBJECTIVES. To the extent that restrictions with respect to any Restricted
Stock Unit Award lapse or performance objectives with respect to any
Performance Stock Unit Award are attained and provided that other applicable
terms and conditions have been satisfied:
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(i) such of the Restricted Stock Units or Performance Stock
Units as to which restrictions have lapsed or performance objectives have been
attained shall become vested and the Committee shall cause to be issued and
delivered to the Participant a stock certificate representing a number of
shares of Stock equal to such number of Restricted Stock Units or Performance
Stock Units, and, subject to Section 11(a) hereof, free of all restrictions;
and
(ii) any Dividend Equivalents credited in respect of such
Restricted Stock Units or Performance Stock Units shall become vested to the
extent that such Restricted Stock Units or Performance Stock Units shall have
become vested and the Committee shall cause such Dividend Equivalents to be
delivered to the Participant.
Any such Restricted Stock Unit Award or Performance Stock Unit Award
(including any Dividend Equivalents credited in respect thereof) that shall
not have become vested at the end of the applicable restricted period or the
period given for the attainment of performance objectives shall expire,
terminate and be cancelled and the Participant shall not thereafter have any
rights with respect to the Restricted Stock Units or Performance Stock Units
(or any Dividend Equivalents credited in respect thereto) covered thereby.
SECTION 7. AMENDMENT AND TERMINATION.
The Board may amend, alter, or discontinue this Plan, but no
amendment, alteration, or discontinuation shall be made which would impair the
rights of a Participant under any Award theretofore granted without such
Participant's consent, or which, without the approval of the stockholders of
the Corporation (where such approval is necessary to satisfy then applicable
requirements of Rule 16b-3 under the Exchange Act, any Federal tax law
relating to Incentive Stock Options or applicable state law), would:
(a) except as provided in Section 3 of this Plan, increase the total
number of shares of Stock which may be issued under this Plan;
(b) except as provided in Section 3 of this Plan, decrease the
option price of any Stock Option to less than 100% of the Fair Market Value on
the date of the grant of the Option;
(c) change the class of employees eligible to participate in this
Plan; or
(d) extend (i) the period during which Stock Options may be granted
or (ii) the maximum period of any Award under Sections 5(b)(ii) or 6(b)(i) of
this Plan.
Except as restricted herein with respect to Incentive Stock Options,
the Committee may amend or alter the terms and conditions of any Award
theretofore granted, and of any agreement evidencing such Award, prospectively
or retroactively, but no such amendment or alteration shall impair the rights
of any Optionee under such Award or agreement without such Optionee's consent.
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SECTION 8. UNFUNDED STATUS OF PLAN.
This Plan is intended to constitute an "unfunded" plan. With respect
to any payments not yet made and due to a Participant by the Corporation,
nothing contained herein shall give any such Participant any rights that are
greater than those of a general unsecured creditor of the Corporation.
SECTION 9. GENERAL PROVISIONS.
(a) The Committee may require each Optionee purchasing shares of
Stock pursuant to a Stock Option to represent to and agree with the
Corporation in writing that such Optionee is acquiring the shares of Stock
without a view to distribution thereof. All certificates for shares of Stock
delivered under this Plan and, to the extent applicable, all evidences of
ownership with respect to Dividend Equivalents delivered under this Plan,
shall be subject to such stock-transfer orders and other restrictions as the
Committee may deem advisable under the rules, regulations and other
requirements of the Securities and Exchange Commission, any stock exchange
upon which the Stock is then listed or quotation system on which the Stock is
admitted for trading and any applicable Federal or state securities law, and
the Committee may cause a legend or legends to be put on any such certificates
to make appropriate reference to such restrictions.
(b) Nothing contained in this Plan shall prevent the Board from
adopting other or additional compensation arrangements, subject to stockholder
approval if such approval is required, and such arrangements may be either
generally applicable or applicable only in specific cases. The adoption of
this Plan shall not confer upon any employee of the Corporation, any
Subsidiary or any Related Entity any right to continued employment with the
Corporation, any Subsidiary or any Related Entity as the case may be, nor
shall it interfere in any way with the right of the Corporation, any
Subsidiary or any Related Entity to terminate the employment of any of its
employees at any time.
(c) Each Participant shall be deemed to have been granted an Award on
the date the Committee took action to grant such Award under this Plan or such
later date as the Committee in its sole discretion shall determine at the time
such grant is authorized.
(d) Unless the Committee otherwise determines, each Participant
shall, no later than the date as of which the value of an Award first becomes
includable in the gross income of the Participant for federal income tax
purposes, pay to the Corporation, or make arrangements satisfactory to the
Committee regarding payment of, any federal, state or local taxes of any kind
required by law to be withheld with respect to the Award. The obligations of
the Corporation under this Plan shall be conditional on such payment or
arrangements and the Corporation (and, where applicable, its Subsidiaries and
its Related Entities) shall, to the extent permitted by law, have the right to
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deduct any such taxes from any payment of any kind otherwise due to the
Participant. A Participant may elect to have such tax withholding obligation
satisfied, in whole or in part, by (i) authorizing the Corporation to withhold
from shares of Stock to be issued upon the exercise of a Stock Option or upon
the vesting of any Restricted Stock Unit Award or the Performance Stock Unit
Award a number of shares of Stock with an aggregate Fair Market Value that
would satisfy the withholding amount due, or (ii) transferring to the
Corporation shares of Stock owned by the Participant with an aggregate Fair
Market Value that would satisfy the withholding amount due. With respect to
any Participant who is an executive officer, the election to satisfy the tax
withholding obligations relating to the exercise of a Stock Option or to the
vesting of a Restricted Stock Unit Award or Performance Stock Unit Award in
the manner permitted by this subsection (d) shall be made during the "window
period" as described within the Corporation Insider Trading Policy unless
otherwise determined in the sole discretion of the Committee of the Board.
(e) No member of the Board or the Committee, nor any officer or
employee of the Corporation acting on behalf of the Board or the Committee,
shall be personally liable for any action, failure to act, determination or
interpretation taken or made in good faith with respect to this Plan, and all
members of the Board or the Committee and each and any officer or employee of
the Corporation acting on their behalf shall, to the extent permitted by law,
be fully indemnified and protected by the Corporation in respect of any such
action, failure to act, determination or interpretation.
(f) This Plan is intended to satisfy the conditions of Rule 16b-3
under the Exchange Act, and all interpretations of this Plan shall, to the
extent permitted by law, regulations and rulings, be made in a manner
consistent with and so as to satisfy the conditions of Rule 16b-3 under the
Exchange Act. The term "executive officer" as used in this Plan means any
director or officer who is subject to the provisions of Section 16(b) of the
Exchange Act. Any provisions of this Plan or the application of any provision
of this Plan inconsistent with Rule 16b-3 under the Exchange Act shall be
inoperative and shall not affect the validity of this Plan.
(g) In interpreting and applying the provisions of this Plan, any
Stock Option granted as an Incentive Stock Option pursuant to this Plan shall,
to the extent permitted by law, regulations and rulings be construed as, and
any ambiguity shall be resolved in favor of preserving its status as, an
"incentive stock option" within the meaning of Section 422 of the Code. Once
an Incentive Stock Option has been granted, no action by the Committee that
would cause such Stock Option to lose its status under the Code as an
"incentive stock option" shall be effective as to such Incentive Stock Option
unless taken at the request of or with the consent of the Participant.
Notwithstanding any provision to the contrary in this Plan or in any Incentive
Stock Option granted pursuant to this Plan, if any change in law or any
regulation or ruling of the Internal Revenue Service shall have the effect of
disqualifying any Stock Option granted under this Plan which is intended to be
an "incentive stock option" within the meaning of Section 422 of the Code, the
Stock Option granted shall nevertheless continue to be outstanding as and
shall be deemed to be a Nonqualified Stock Option under this Plan.
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(h) Notwithstanding any other provision herein to the contrary, the
maximum number of shares with respect to which Awards may be granted to the
same Participant under this Plan may not exceed, in the aggregate, 20,000
shares, except to the extent of adjustments authorized by Section 3 of this
Plan.
SECTION 10. EFFECTIVE DATE OF PLAN.
This Plan shall be effective January 1, 1999, subject to the approval
by the affirmative vote of the holders of a majority of the shares of Stock of
the Corporation present in person or by proxy at the meeting of stockholders
on that date.
SECTION 11. TERM OF PLAN.
No Award shall be granted under this Plan on or after the tenth
anniversary of the effective date of this Plan; provided, however, that Awards
granted prior to such tenth anniversary may extend beyond that date.
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