SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant |X| Filed by a Party other than the Registrant |_|
- --------------------------------------------------------------------------------
Check the appropriate box:
|X| Preliminary Proxy Statement
|_| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
Altron Incorporated
(Name of Registrant as Specified In Its Charter)
Altron Incorporated
(Name of Person Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
|X| $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 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 transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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<PAGE>
ALTRON INCORPORATED
NOTICE OF SPECIAL MEETING IN LIEU OF
THE 1996 ANNUAL MEETING OF STOCKHOLDERS
May 16, 1996
To the Stockholders:
A Special Meeting of the Stockholders of ALTRON INCORPORATED in lieu
of the 1996 Annual Meeting will be held on Thursday, May 16, 1996 at 10:30 A.M.
in Room 3101 at the offices of Hutchins, Wheeler & Dittmar, 101 Federal Street,
Boston, Massachusetts, for the following purposes:
1. To elect a Board of Directors to serve until the next Annual
Meeting of Stockholders, as more fully described in the
accompanying Proxy Statement.
2. To consider and act upon a proposal to approve an amendment of
the Altron Incorporated 1991 Stock Option Plan which was
approved by the Board of Directors on March 12, 1996, whereby
the number of shares reserved for issuance under such plan was
increased from 2,000,000 shares of Common Stock to 2,500,000
shares of Common Stock.
3. To consider and act upon a proposed amendment to the Company's
Articles of Organization increasing the number of authorized
shares of Common Stock, par value $.05 per share, from
30,000,000 shares to 40,000,000 shares.
4. To consider and act upon a proposal to approve the Altron
Incorporated 1996 Stock Option Plan for Non-Employee Directors
which was adopted by the Board of Directors on April 2, 1996.
5. To consider and act upon such other business as may properly
come before the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on April 12, 1996 as
the record date for the meeting. All stockholders of record on that date are
entitled to notice of and to vote at the meeting.
PLEASE COMPLETE AND RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED
WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE MEETING IN PERSON.
By order of the Board of Directors,
ANTHONY J. MEDAGLIA, JR., Clerk
Wilmington, Massachusetts
April 22, 1996
<PAGE>
ALTRON INCORPORATED
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of ALTRON INCORPORATED (the "Company") for
use at the Special Meeting of Stockholders in lieu of the 1996 Annual Meeting to
be held on Thursday, May 16, 1996, at the time and place set forth in the Notice
of Meeting, and at any adjournment thereof. The approximate date on which this
Proxy Statement and enclosed form of proxy are first being sent to stockholders
is April 22, 1996.
If the enclosed proxy is properly executed and returned, it will be
voted in the manner directed by the stockholder. If no instructions are
specified with respect to any particular matter to be acted upon, proxies will
be voted in favor thereof. Any person giving the enclosed form of proxy has the
power to revoke it by voting in person at the meeting, or by giving written
notice of revocation to the Clerk of the Company at any time before the proxy is
exercised.
The holders of a majority in interest of all Common Stock issued,
outstanding and entitled to vote are required to be present in person or be
represented by proxy at the meeting in order to constitute a quorum for the
transaction of business. The election of nominees for Director will be decided
by plurality vote. The affirmative vote of the holders of at least a majority of
the shares of the Common Stock voting in person or by proxy at the meeting is
required to approve the 1996 Stock Option Plan for Non-Employee Directors and
the amendment of the 1991 Stock Option Plan. The affirmative vote of the holders
of at least a majority of the shares of Common Stock outstanding is required to
approve the increase in the number of Shares of Common Stock which the Company
has the authority to issue. Abstentions and "non- votes" are counted as present
in determining whether the quorum requirement is satisfied. Abstentions and
"non-votes" have the same effect as votes against proposals presented to
stockholders other than election of directors. A "non-vote" occurs when a
nominee holding shares for a beneficial owner votes on one proposal, but does
not vote on another proposal because the nominee does not have discretionary
voting power and has not received instructions from the beneficial owner.
The Company will bear the costs of this solicitation. It is expected
that the solicitation will be made primarily by mail, but regular employees or
representatives of the Company (none of whom will receive any extra compensation
for their activities) may also solicit proxies by telephone, telegraph and in
person and arrange for brokerage houses and their custodians, nominees and
fiduciaries to send proxies and proxy material to their principals at the
expense of the Company.
The Company's principal executive offices are located at One Jewel
Drive, Wilmington, Massachusetts 01887, telephone number (508) 658-5800.
RECORD DATE AND VOTING SECURITIES
Only stockholders of record at the close of business on April 12, 1996
are entitled to notice of and to vote at the meeting. On that date, the Company
had outstanding and entitled to vote __________ shares of Common Stock with a
par value of $.05 per share. Each outstanding share of the Company's Common
Stock entitles the record holder to one vote. None of the information in this
Proxy Statement has been adjusted to reflect the 3 for 2 stock split effected in
the form of a 50% stock dividend declared April 2, 1996 and payable May 10, 1996
to shareholders of record on April 18, 1996.
ELECTION OF DIRECTORS
The persons named in the accompanying proxy, unless otherwise
instructed by the stockholder giving the proxy, intend to elect as Directors the
five nominees listed below, each such Director to hold office until the next
Annual Meeting and until his successor shall be duly elected and qualified.
In the event that any of the nominees should become unwilling or
unable to accept nomination or election as a Director, which is not anticipated,
the proxy will be voted for the election of such substitute nominees as
management may recommend. In no event will the proxy be voted for the election
of more than five Directors. Should management not recommend a substitute for
any nominee, the proxy will be voted for the election of the remaining nominees.
None of the nominees are related to any other nominee or to any Executive
Officer of the Company.
Position with the Company Year First
or Principal Occupation Elected a
Name of Nominee During the Past Five Years Age Director
Samuel Altschuler President and a Director since 68 1970
1970. Since December 1983,
Chairman of the Board of
Directors. Director of
MASSBANK Corp.
Burton Doo Executive Vice President 65 1970
since 1983 and Treasurer
from 1973 through March
1992. President, Altron
Systems Corporation since
June 1994.
<PAGE>
Thomas M. Claflin, II President of Claflin Capital 55 1970
Management, Inc., a
venture capital management
company. Director of Zoll
Medical Corporation.
Daniel A. Cronin, Jr President of Northbridge 67 1979
Management Co., Inc.,
an investment management
company. Director
of C.R. Bard, Incorporated.
Anthony J. Medaglia, Jr . Attorney, shareholder in 59 1970
the law firm of Hutchins,
Wheeler & Dittmar, a
Professional Corporation.
BOARD MEETINGS AND COMMITTEES OF THE BOARD
During fiscal 1995, there were 12 meetings of the Board of Directors.
Each of the Directors attended at least 75% of such meetings.
The Board of Directors has an Audit Committee, comprised of Messrs.
Cronin, Claflin and Medaglia, which makes recommendations to the Board with
respect to selection of independent auditors and reviews with such auditors the
scope of the audit for each year, the results of the audit when completed and
the recommendations of such auditors. The Audit Committee met once during fiscal
1995 and all of its members attended that meeting.
The Board of Directors has a Stock Option Committee, comprised of
Messrs. Cronin, Claflin and Medaglia, which administers the Company's 1991 Stock
Option Plan. The Stock Option Committee met 9 times during fiscal 1995 and all
of its members attended at least 75% of such meetings.
The Company has neither a compensation committee nor a nominating
committee.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth as of April , 1996, the number and
percentage of outstanding shares of Common Stock beneficially owned (as defined
in accordance with Rule 13d-3 under the Securities Exchange Act of 1934) by (i)
all persons known by the Company to own beneficially more than 5% of the
Company's Common Stock, (ii) each Director of the Company, (iii) each Executive
Officer of the Company and (iv) all Directors and Executive Officers as a group.
Unless otherwise indicated, all persons listed hold sole voting and investment
power with respect to the shares listed opposite their respective names.
Amount and
Nature of Percent
Title of Beneficial of
Name Class Ownership Class
Samuel Altschuler (1)(2)(3)(4) Common Stock 1,266,150
One Jewel Drive
Wilmington, MA 01887
Nancy Altschuler (3) Common Stock 466,875
One Jewel Drive
Wilmington, MA 01887
Burton Doo (1)(2)(5) Common Stock 353,300
One Jewel Drive
Wilmington, MA 01887
Anthony J. Medaglia, Jr. (2)(6)(7) Common Stock 200,066
Thomas M. Claflin, II (2)(8) Common Stock 99,295
Daniel A. Cronin, Jr. (2)(9) Common Stock 46,250
Peter D. Brennan (1)(10) Common Stock 22,000
All Directors and Executive
Officers as a group (6 persons)(11) Common Stock [_______]
- ---------------------------------------
<PAGE>
* Less than one percent
(1) Executive Officer of the Company.
(2) Director of the Company.
(3) Mr. and Mrs. Altschuler are general partners of a nominee partnership which
holds 466,875 shares, all of which are included in the shares listed as
owned by both Mr. and Mrs. Altschuler. Mr. Altschuler has sole voting
rights with respect to these shares and shares investment power with his
wife. Of the shares held of record by the nominee partnership, 155,250
shares are held as a nominee for Mrs. Altschuler as trustee of trusts
established for the benefit of her children, as to which shares she
disclaims beneficial interest. Does not include 128,106 shares held by the
Samuel Altschuler 1980 Irrevocable Trust, in which members of the
Altschuler family have an interest.
(4) Includes 62,000 shares which can be acquired pursuant to options currently
exercisable or exercisable within sixty days.
(5) Includes 53,750 shares which can be acquired pursuant to options currently
exercisable or exercisable within sixty days.
(6) Includes 128,106 shares which Mr. Medaglia holds as a cotrustee of the
Samuel Altschuler 1980 Irrevocable Trust, as to which he disclaims
beneficial ownership.
(7) Includes 28,250 shares which can be acquired pursuant to options currently
exercisable or exercisable within sixty days.
(8) Includes 30,500 shares which can be acquired pursuant to options currently
exercisable or exercisable within sixty days.
(9) Includes 35,000 shares which can be acquired pursuant to options currently
exercisable or exercisable within sixty days.
(10) Includes 22,000 shares which can be acquired pursuant to options currently
exercisable or exercisable within sixty days.
(11) Includes 234,500 shares which Executive Officers and Directors have the
right to acquire through the exercise of options currently exercisable or
exercisable within 60 days.
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 Securities
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 on page [10] shall not be incorporated by reference into
any such filing.
BOARD OF DIRECTORS AND STOCK OPTION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The Company has no formal compensation committee. The Board of
Directors determines and awards compensation for the Company's executive
officers and key employees. In addition, the Stock Option Committee of the Board
of Directors administers the Company's 1991 Stock Option Plan and determines
stock option awards for all employees of the Company, including the Company's
executive officers. Two of the five members of the Board of Directors are
executive officers of the Company. None of the members of the Stock Option
Committee are executive officers or employees of the Company.
The Company's compensation program utilizes a combination of base
salaries and stock option awards made under the Company's 1991 Stock Option
Plan. Stock options are intended to link corporate performance and stockholder
return to executive compensation by providing an incentive to executive officers
to increase the market value of the Company's Common Stock over the long-term.
The Board of Directors reviews the compensation arrangements of the
Company's executive officers on an annual basis. In determining compensation for
the Company's executive officers, the Board of Directors considers the
responsibility associated with and the skills required for the position, the
executive's performance history, the overall profitability of the Company, and
the level of compensation necessary, in the judgment of the Board, to attract
and retain the executive talent required for the success of the Company. In
setting the cash compensation of executives, the Board of Directors also
considers the size of option grants being made by the Stock Option Committee.
In 1993, the Internal Revenue Code of 1986, as amended (the "Code"),
was amended to limit the deduction a public company is permitted for
compensation paid in 1994 and thereafter to its chief executive officer and to
the four most highly compensated executive officers, other than the chief
executive officer. Generally, amounts paid in excess of $1 million to a covered
executive, other than performance-based compensation, cannot be deducted. In
order to qualify as performance-based compensation under the new tax law certain
requirements must be met, including approval of the performance measures by the
stockholders. The Stock Option Committee intends to consider ways to maximize
deductibility of executive compensation, while retaining the discretion the
Stock Option Committee considers appropriate to compensate executive officers at
levels commensurate with their responsibilities and achievements.
The Stock Option Committee, in determining the number of options
granted to executive officers, considers options granted to such executives in
previous years and the potential value which may be realized upon exercise of
the options as a result of appreciation of the Company's Common Stock during the
term of the option. During fiscal 1995, the Stock Option Committee granted to
each of Burton Doo and Peter D. Brennan the following options to purchase shares
of the Company's Common Stock: Mr. Doo, 10,000 shares at an exercise price of
<PAGE>
$13.75 per share and 5,000 shares at an exercise price of $26.25 per share; and
Mr. Brennan, 10,000 shares at an exercise price of $13.75 per share. The
exercise price of such options is equal to the market price of the Company's
Common Stock at the time of grant. The options have a 10 year term. The options
for the purchase of 10,000 shares vest in 20% increments on the first
anniversary of the date of grant and on each of the next four annual
anniversaries of the date of grant. The option for the purchase of 5,000 shares
vests as to 3,000 shares on January 1, 1996 and as to 2,000 shares on January 1,
1997. The vesting schedule of the options is intended to provide the long-term
incentives described above.
Compensation of Samuel Altschuler, President and Chairman
The Board of Directors established the compensation of Samuel
Altschuler, the President and Chairman of the Board of Directors of the Company,
for the fiscal year ended December 30, 1995 using the same criteria that were
used to determine the compensation of other executive officers as described
above. Mr. Altschuler's base compensation was increased approximately 12% in
general recognition of his level of responsibility and his individual efforts
for the benefit of the Company. It should be noted that the Company's net income
for the fiscal year ended December 30, 1995 increased approximately 72% over net
income for the fiscal year ended December 31, 1994.
During fiscal 1995, the Stock Option Committee granted Mr. Altschuler
options for the purchase of 10,000 shares of the Company's Common Stock at an
exercise price of $15.125 per share, and 5,000 shares of the Company's Common
Stock at $28.875 per share. Such exercise prices are equal to 110% of the fair
market value of the Common Stock at the time of the grant. The options expire
after five years. The option for the purchase of 10,000 shares vests in 20%
increments on April 19, 1996, 1997, 1998 and 1999, with the final 20% vesting on
January 19, 2000. The option for the purchase of 5,000 shares vests as to 3,000
shares on January 1, 1996 and as to 2,000 shares on January 1, 1997. In
determining the number of shares subject to the options granted to Mr.
Altschuler, the Stock Option Committee considered the options previously granted
to him, as well as the potential appreciation in the market price of the
Company's Common Stock over the term of the options. In granting options with a
delayed vesting date, the Stock Option Committee intended to provide long-term
incentives for continued improvement in the Company's performance. The Stock
Option Committee views the determination as to the size of stock option grants
to executive officers, including Mr. Altschuler, to be an exercise of subjective
judgment by the Stock Option Committee.
The foregoing report has been approved by all members of the Board of
Directors and by all members of the Stock Option Committee.
BOARD OF DIRECTORS STOCK OPTION COMMITTEE
Samuel Altschuler Thomas M. Claflin, II
Burton Doo Daniel A. Cronin, Jr.
Thomas M. Claflin, II Anthony J. Medaglia, Jr.
Daniel A. Cronin, Jr.
Anthony J. Medaglia, Jr.
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
The Company has no formal compensation committee. During fiscal 1995,
Messrs. Altschuler and Doo, who are executive officers of the Company, served as
directors and participated in deliberations of the Company's Board of Directors
concerning executive compensation.
<PAGE>
PERFORMANCE GRAPH
The following graph sets forth a comparison of the cumulative total
stockholder return to the Company's stockholders with that of The Nasdaq
National Market Index and an industry index for Standard Industrial
Classification ("SIC") Code 3672, printed circuit boards, for the five-year
period ended December 30, 1995.
The graph assumes $100 was invested on December 29, 1990 in the
Company's Common Stock, in The Nasdaq National Market companies and in the
industry index and also assumes reinvestment of dividends.
1990 1991 1992 1993 1994 1995
Altron 100 158 181 542 948 1,740
Nasdaq 100 128 130 156 163 212
SIC Index 100 204 277 404 319 513
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth all compensation awarded to, earned by
or paid to the Company's Chief Executive Officer and each of the Company's
Executive Officers (other than the Chief Executive Officer) whose total annual
salary and bonus exceeded $100,000 for all services rendered in all capacities
to the Company for the Company's three fiscal years ended December 30, 1995.
Summary Compensation Table
Long Term
Annual Compensation
Compensation Awards
Incentive
Name and Stock Options All Other
Principal Position Year Salary (Shares)(1) Compensation(2)
Samuel Altschuler 1995 $250,455 15,000 $3,033
Chairman and President 1994 223,728 - 3,487
1993 208,323 37,500 3,317
Burton Doo 1995 $224,148 15,000 $2,250
Executive Vice President 1994 202,978 - 2,250
1993 182,071 15,000 2,237
Peter D. Brennan 1995 $137,643 10,000 $1,970
Vice President, Chief 1994 127,995 - 1,853
Financial Officer and 1993 119,561 15,000 1,473
Treasurer
- --------------------
(1) Reflects 3-for-2 split of the Company's Common Stock distributed on
February 10, 1995.
(2) "All Other Compensation" consists of the Company's contributions to its
401(k) Plan and insurance premiums paid by the Company for the benefit of
the named Executive Officer.
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
The following table provides information on option grants in fiscal 1995 to
the named Executive Officers. Pursuant to applicable regulations of the
Securities and Exchange Commission, the following table also sets forth the
hypothetical value which might be realized with respect to such options based on
assumed rates of stock appreciation of 5% and 10% compounded annually from date
of grant to the end of the option terms.
Potential
Realizable
Value at
Assumed Annual
Rates of
Stock Price
Appreciation
for
Individual Grants Option Term(1)
Percentage
of Total
Number of Options
Securities Granted to Exercise
Underlying Employees or Base Expir-
Options in Fiscal Price ation
Name Granted 1995 (Per Share) Date 5% 10%
- ---- --------- ----------- ----------- -------- ------- ---
Samuel Altschuler 10,000(2) 2.7% $15.125 4/19/00 $24,239 $70,195
Chairman and 5,000(3) 1.4% $28.875 12/22/00 $23,137 $67,004
President
Burton Doo 10,000(4) 2.7% $13.75 4/19/05 $86,473 $219,140
Executive Vice 5,000(5) 1.4% $26.25 12/22/05 $82,542 $209,179
President
Peter D. Brennan 10,000(4) 2.7% $13.75 4/19/05 $86,473 $219,140
Vice President,
Chief Financial
Officer and
Treasurer
(1) These values are based on assumed rates of appreciation only. Actual gains,
if any, on shares acquired on option exercises are dependent on the future
performance of the Company's Common Stock. There can be no assurance that
the values reflected in this table will be achieved.
(2) Granted on April 19, 1995. The option has a five-year term and vests in 20%
increments on April 19, 1996, 1997 , 1998 and 1999, with the final 20%
vesting on January 19, 2000.
(3) Granted on December 22, 1995. The option has a five-year term and vests as
to 3,000 shares on January 1, 1996 and 2,000 shares on January 1, 1997.
(4) Granted on April 19, 1995. The options have a ten-year term and vest in 20%
increments on April 19 in the year 1996 and on that date in each of the
succeeding four calendar years.
(5) Granted on December 22, 1995. The option has a ten-year term and vests as
to 3,000 shares on January 1, 1996 and 2,000 shares on January 1, 1997.
<PAGE>
Aggregated Option Exercises in Last
Fiscal Year and 12/30/95 Option Values
The following table provides information on option exercises and on the
value of the named Executive Officers' unexercised options at December 30, 1995.
Number of Value of
Securities Unexercised
Underlying In-the-
Unexercised Money
Shares Options at Options at
Acquired 12/30/95 12/30/95
on Value Exer- Unexer- Exer- Unexer-
Name Exercise(2) Realized(3) cisable(2) cisable(2) cisable cisable
Samuel
Altschuler.. 0 0 60,000 15,000 $1,593,000 $154,375
Chairman
and
President
Burton Doo... 0 0 48,750 15,000 $1,293,125 $181,250
Executive
Vice
President
Peter D.
Brennan.... 2,500 $62,300 20,000 10,000 $484,600 $162,500
Vice
President,
Chief
Financial
Officer
and
Treasurer
(1) Value of unexercised in-the-money stock options represents the difference
between the exercise prices of the stock options and the closing price of
the Company's Common Stock on The Nasdaq National Market on December 30,
1995.
(2) Reflects 3-for-2 split of the Company's Common Stock distributed on
February 10, 1995.
(3) Value realized on exercise represents the difference between the exercise
prices of stock options exercised and the trading price of the Company's
Common Stock on The Nasdaq National Market on the date of such exercise.
APPROVAL OF AMENDMENT OF THE
ALTRON INCORPORATED 1991 STOCK OPTION PLAN
There will be presented at the meeting a proposal to approve an
amendment of the Altron Incorporated 1991 Stock Option Plan (the " 1991 Plan")
which was approved by the Board of Directors on March 12, 1996, whereby the
number of shares reserved for issuance under the 1991 Plan was increased from
2,000,000 shares of Common Stock to 2,500,000 shares of Common Stock. At
__________ 1996, options for the purchase of __________ shares of Common Stock
were outstanding under the 1991 Plan.
Set forth below is a summary of the principal provisions of the 1991
Plan, a copy of which may be obtained from the Clerk of the Company upon
request. The Board of Directors recommends that the stockholders approve the
amendment of the 1991 Plan. The affirmative vote of the holders of at least a
majority of the Common Stock voting in person or by proxy at the meeting will be
required for the approval of the amendment of the 1991 Plan.
Purpose. The 1991 Plan is intended to encourage ownership of the Common
Stock by employees of the Company to induce qualified personnel to enter and
remain in the employ of the Company. The 1991 Plan provides for the granting of
incentive stock options intended to meet the requirements of Section 422 of the
Code as well as for the granting of options that do not meet those
<PAGE>
requirements. Shares issued under the 1991 Plan may be either authorized but
unissued shares or treasury shares. If any unexercised option granted under the
1991 Plan lapses or terminates for any reason, the shares covered thereby may
again be optioned thereunder.
Administration. The 1991 Plan is administered by the Stock Option
Committee of the Board of Directors (the "Committee") consisting of two or more
Directors of the Company appointed by the Board of Directors. The Committee
determines the employees to whom options shall be granted, the number of shares
to be covered by such options, the terms of such options and the vesting
schedule for such options. Present members of the Committee are Thomas M.
Claflin, II, Daniel A. Cronin, Jr. and Anthony J. Medaglia, Jr. The Board of
Directors may at any time terminate, modify or adopt amendments to the 1991 Plan
provided that such termination, modification or amendments shall not affect
existing rights of any participant under an option previously granted to the
participant without such participant's consent. Furthermore, without the
approval of the stockholders, no amendment may be made by the Board to the 1991
Plan which increases the maximum number of shares as to which options may be
granted under the 1991 Plan or increases the number of shares for which an
option may be granted to any optionee. Unless sooner terminated by the Board,
the 1991 Plan terminates on May 14, 2002, the tenth anniversary of the date on
which it was adopted by the Company's stockholders.
Number of Shares. Under the amendment adopted by the Board on March 12,
1996, the total number of shares of Common Stock subject to the 1991 Plan was
increased from 2,000,000 shares to 2,500,000 shares, subject to adjustment in
the event of stock dividends, stock splits, mergers, consolidations or other
recapitalizations or reorganizations of the Company.
Eligibility to Participate. Options may be granted under the 1991 Plan
to regularly salaried employees (as defined in Section 425 of the Code) of the
Company or any of its subsidiaries in key positions. Directors who are not
otherwise employees of the Company or any of its subsidiaries shall not be
eligible to be granted an option pursuant to the 1991 Plan. In determining the
eligibility of an individual to be granted an option, and the number of shares
to be subject to purchase under such option, the Committee takes into account
the position and responsibilities of the individual being considered, his or her
present and potential contributions to the success of the Company or its
subsidiaries and such other factors as the Committee deems relevant. Incentive
stock options may be granted only to an employee who owns stock possessing not
more than 10% of the total combined voting power of all classes of stock of the
Company, unless the purchase price for the stock under such option is at least
110% of its fair market value at the time such option is granted and the option,
by its terms, is not exercisable more than five years from the date on which it
is granted.
The maximum number of shares with respect to which an option or options
may be granted to any employee in any one taxable year of the Company shall not
exceed 50,000, taking into account shares granted during such taxable period
under options that have terminated.
Terms of Options. The exercise price of each option granted under the
1991 Plan is determined by the Committee at the time of granting of the option
but, in the case of an incentive stock option, shall in no event be less than
the fair market value of the Common Stock covered by the option at the time the
option is granted. Except as otherwise determined by the Committee, each option
shall become exercisable as to 20% of the shares covered thereby on each of the
first, second, third, fourth and fifth anniversaries of the date of the grant of
such option. The Committee in its sole discretion may accelerate the
exercisability of any option granted under the 1991 Plan. Notwithstanding the
foregoing
<PAGE>
two sentences, an option granted to any Director or officer of the Company shall
not be exercisable prior to six months and one day after the date of the grant.
Options granted under the 1991 Plan expire not more than ten years from
the date of grant. Options may be exercised by giving written notice to the
Company, signed by the person exercising the option, stating the number of
shares with respect to which the option is being exercised, accompanied by
payment in full, which payment may be in cash or in shares of the Company's
stock already owned by the person exercising the option.
Options granted under the 1991 Plan terminate one month after
termination of employment for any reason other than death, disability, cause or
breach of an employment agreement. Such options terminate six months (but not
beyond the original term) following termination of employment on account of
disability or death, and terminate immediately upon termination of employment
for cause or for breach of an employment contract.
<PAGE>
APPROVAL OF THE
ALTRON INCORPORATED 1996 STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS
There will be presented at the meeting a proposal to approve the Altron
Incorporated 1996 Stock Option Plan for Non-Employee Directors (the "1996
Non-Employee Plan"), which was adopted by the Company's Board of Directors on
April 2, 1996. The Board of Directors recommends that the stockholders approve
the 1996 Non-Employee Plan. The affirmative vote of the holders of at least a
majority of the Company's Common Stock voting in person or by proxy at the
meeting will be required for such approval. Set forth below is a summary of the
principal provisions of the 1996 Non-Employee Plan. A copy of the entire 1996
Non-Employee Plan is available from the Clerk of the Company upon request.
Purpose. The 1996 Non-Employee Plan is intended to attract and retain
the services of experienced and knowledgeable independent Directors who are not
employees of the Company for the benefit of the Company and its stockholders and
to provide additional incentive for them to continue to work for the best
interests of the Company and its stockholders through continuing ownership of
its Common Stock. The 1996 Non-Employee Plan provides for the grant of
nonqualified options not intended to meet the requirements of Section 422 of the
Code for the purchase of an aggregate of 25,000 shares of the Company's Common
Stock by the current non-employee Directors of the Company and by any other
persons who are duly elected as non-employee Directors of the Company within the
three-year period commencing on the date of approval of the 1996 Non-Employee
Plan by the Company's stockholders.
Terms of Options. The exercise price for options granted under the 1996
Non-Employee Plan shall be the mean between the high and low sales prices of the
Company's Common Stock on The Nasdaq National Market as reported in the Wall
Street Journal on the date of the grant for the immediately preceding business
day, provided that if the Common Stock is not then listed on The Nasdaq National
Market, the exercise price shall be the fair market value as determined by the
Board of Directors. On April 2, 1996, options to purchase of 5,000 shares of the
Company's Common Stock were granted pursuant to the 1996 Non-Employee Plan,
subject to stockholder approval, to each of Messrs. Claflin, Cronin and Medaglia
at an exercise price equal to the fair market value of the Common Stock on the
business day immediately preceding the grant date.
Options granted under the 1996 Non-Employee Plan shall not be
exercisable prior to the first anniversary of the date of grant. Such options
become exercisable on a cumulative basis as to one-third of the shares covered
thereby on each of the first, second and third anniversaries of the date of
grant of such options. No option shall be exercisable after ten years from the
date on which it was granted.
Options granted under the 1996 Non-Employee Plan are not assignable or
transferable by the optionee other than by will or by the laws of descent and
distribution or pursuant to a qualified domestic relations order. The exercise
price of options granted thereunder must be paid in full upon exercise. Payment
may be made in cash or shares of the Common Stock of the Company already owned
for a period of six months by the person exercising such option, or in some
combination thereof.
<PAGE>
In the event of the death or disability of an optionee, the option
granted to such optionee under the 1996 Non-Employee Plan may be exercised, to
the extent the optionee was entitled to do so on the date of his death or
termination of service as a Director by reason of disability, as the case may
be, by (i) the estate of such optionee, any person or persons who acquired the
right to exercise such option by bequest or inheritance or otherwise by reason
of the death of such optionee or (ii) the optionee, as applicable. The option
may be exercised at any time within one year after the date of the death or
termination of service on account of disability of such optionee, as applicable,
or prior to the date on which the option expires by its terms, whichever is
earlier.
In the event that an optionee ceases to be a Director of the Company
other than by virtue of his death or disability, the option granted to such
optionee may be exercised by him only to the extent that the right to exercise
his option has accrued and is in effect. Such option may be exercised at any
time within thirty business days after the date such optionee has ceased to be a
Director of the Company or prior to the date on which the option expires by its
terms, whichever is earlier. Notwithstanding the foregoing, if termination as a
Director was made by the Company for cause, the option covered under the 1996
Non-Employee Plan shall terminate immediately at the time the optionee ceases to
be a Director of the Company.
The 1996 Non-Employee Plan provides that the number of shares issuable
thereunder shall be adjusted to prevent dilution in the event of any
reorganization, merger, consolidation, recapitalization, reclassification, stock
split-up, combination of shares or stock dividend.
The 1996 Non-Employee Plan will terminate three years from the date
upon which it is approved by the stockholders, but the Board of Directors may at
any time terminate, modify or amend the Plan; provided, however, that no
modification or amendment to the provisions of the 1996 Non- Employee Plan may
be made more than once every six months other than to comply with changes in the
Code, the Employee Retirement Income Security Act, or the rules thereunder, if
the effect of such amendment or modification would be to materially modify (i)
the requirements for eligibility under the 1996 Non-Employee Plan, (ii) the
timing of the grants of options to be granted under the 1996 Non- Employee Plan
or (iii) the number of shares of Common Stock subject to options to be granted
under the 1996 Non-Employee Plan. Any amendment to the provisions of the 1996
Non-Employee Plan which (i) materially increases the number of shares which may
be subject to options granted under the 1996 Non-Employee Plan, (ii) materially
increases the benefits accruing to participants under the 1996 Non-Employee
Plan, or (iii) materially modifies the requirement for eligibility to
participate in the 1996 Non-Employee Plan, shall be subject to approval by the
Company's stockholders. Termination, modification or amendment of the 1996
Non-Employee Plan shall not, without the consent of an optionee, affect his
rights under an option previously granted to him.
The high and low sale prices of the Company's Common Stock on The
Nasdaq National Market on __________, 1996 were $__________ and $__________,
respectively.
The Non-Employee Directors currently receive no compensation for their
service as Directors, other than options granted under the 1995 Non-Employee
Plan and options granted under the Altron Incorporated 1989, 1992 and 1993 Stock
Option Plans for Non-Employee Directors.
<PAGE>
TAX EFFECTS OF PLAN PARTICIPATION
Options granted under the 1991 Plan are intended to be either incentive
stock options, as defined in Section 422 of the Code, or nonqualified stock
options. Options granted under the 1996 Non-Employee Plan are nonqualified stock
options.
Incentive Stock Options. Except as provided below with respect to the
alternative minimum tax, the optionee will not recognize taxable income upon the
grant or exercise of an incentive stock option. If the optionee holds the shares
received pursuant to the exercise of the option for at least one year after the
date of exercise and for at least two years after the option is granted, the
optionee will recognize long-term capital gain or loss upon the disposition of
the stock measured by the difference between the option exercise price (the
stock's basis) and the amount received for such shares upon disposition.
In the event that the optionee disposes of the stock prior to the
expiration of the required holding periods (a "disqualifying disposition"), the
optionee generally will realize ordinary income equal to the difference between
the exercise price and the lower of the fair market value of the stock at the
date of the option exercise or the sale price of the stock. The basis in the
stock acquired upon exercise of the option will equal the amount of income
recognized by the optionee plus the option exercise price. Upon eventual
disposition of the stock, the optionee will recognize long-term or short-term
capital gain or loss, depending on the holding period of the stock and the
difference between the amount realized by the optionee upon disposition of the
stock and the optionee's basis in the stock.
For alternative minimum tax purposes, the excess of the fair market
value of stock on the date of the exercise of the incentive stock option over
the exercise price of the option is included in alternative minimum taxable
income for alternative minimum tax purposes. If the alternative minimum tax
applies to the optionee, an alternative minimum tax credit may reduce the
regular tax upon eventual disposition of the stock.
The Company will not be allowed an income tax deduction upon the grant
or exercise of an incentive stock option. Upon a disqualifying disposition by
the optionee of shares acquired upon exercise of the incentive stock option, the
Company will be allowed a deduction in an amount equal to the ordinary income
recognized by the optionee.
Under the proposed regulations issued by the Internal Revenue Service,
the exercise of an option with previously acquired stock of the Company will be
treated as, in effect, two separate transactions. Pursuant to Section 1036 of
the Code, the first transaction will be a tax-free exchange of the previously
acquired shares for the same number of new shares. The new shares will retain
the basis and, except, as provided below, the holding periods of the previously
acquired shares. The second transaction will be the issuance of additional new
shares having a value equal to the difference between the aggregate fair market
value of all of the new shares being acquired and the aggregate option exercise
price for those shares. Because the exercise of an incentive stock option does
not result in the recognition by the
<PAGE>
optionee of income, this issuance will also be tax-free (unless the alternative
minimum tax applies, as described above). The optionee's basis in these
additional shares will be zero and the optionee's holding period for these
shares will commence on the date on which the shares are transferred. For
purposes of the one and two-year holding period requirements which must be met
for favorable incentive stock option tax treatment to apply, the holding periods
of previously acquired shares are disregarded.
Nonqualified Stock Options. As in the case of incentive stock options,
no income is recognized by the optionee on the grant of a nonqualified stock
option. On the exercise by an optionee of a nonqualified option, generally the
excess of the fair market value of the stock when the option is exercised over
its cost to the optionee will be (a) taxable to the optionee as ordinary income
and (b) deductible for income tax purposes by the Company. The optionee's tax
basis in his stock will equal his cost for the stock plus the amount of ordinary
income the optionee had to recognize with respect to the nonqualified stock
option.
The Internal Revenue Service will treat the exercise of a nonqualified
stock option with already owned stock of the Company as two transactions. First,
there will be a tax-free exchange of the old shares for a like number of shares
under Section 1036 of the Code, with such exchanged shares retaining the basis
and holding periods of the old shares. Second, there will be an issuance of
additional new shares having a value equal to the difference between the fair
market value of all the new shares being acquired (including the exchanged
shares and the additional new shares) and the aggregate option price for those
shares. The employee will recognize ordinary income under Section 83 of the
Code, in an amount equal to the fair market value of the additional new shares
(i.e., the spread on the option). The additional new shares will have a basis
equal to the fair market value of the additional new shares.
Accordingly, upon a subsequent disposition of stock acquired upon the
exercise of a nonqualified stock option, the optionee will recognize short-term
or long-term capital gain or loss, depending upon the holding period of the
stock equal to the difference between the amount realized upon disposition of
the stock by the optionee and the optionee's basis in the stock.
For all options, different tax rules may apply if the optionee is
subject to Section 16 of the Securities Exchange Act of 1934.
NEW PLAN BENEFITS
It is not possible to state the persons who will receive options under
the 1991 Plan in the future, nor the amount of options which will be granted
thereunder. The following table provides information with respect to options
granted since the beginning of fiscal 1995 under the 1991 Plan. See "Approval of
Amendment of Altron Incorporated 1991 Stock Option Plan" for a description of
the options which are provided for under the 1991 Plan. The following table also
provides information as to options to be received under the 1996 Non-Employee
Plan upon approval of the 1996 Non-Employee Plan by the
<PAGE>
stockholders. See "Approval of Altron Incorporated 1996 Stock Option Plan for
Non-Employee Directors" for a description of the options which are provided for
under the 1996 Non-Employee Plan.
1996 Non-Employee
1991 Plan Plan
Dollar Number Dollar Number
Name and Position Value of Units Value of Units(3)
Samuel Altschuler (1) 15,000(2)
Burton Doo (1) 15,000(2)
Peter D. Brennan (1) 10,000(2)
Executive Officers (1) 40,000(2)
as a Group
All Directors
as a group
(excluding Executive (1) (1) 15,000(3)
Officers)
Employees as a Group
(excluding Executive (1) [ ](4)
Officers)
(1) The dollar value of the options is equal to the difference between the
exercise price of the options granted and the fair market value of the
Company's Common Stock at the date of exercise.
(2) See "Board of Director and Stock Option Committee Report on Executive
Compensation" and "Option Grants in Last Fiscal Year" for information
concerning these options.
(3) On April 2, 1996, options to acquire 5,000 shares of Common Stock were
granted to each of Messrs. Claflin, Cronin and Medaglia subject to
stockholder approval of the 1996 Non- Employee Plan.
(4) Options were granted at varying times since January 1, 1995. Grant dates,
number of options granted and exercise prices are as follows: January 25,
1995 options to acquire 13,500 shares at $15.00 per share; March 15, 1995
options to acquire 3,000 shares at $15.25 per share; April 19, 1995,
options to acquire 273,000 shares at $13.75 per share; June 5, 1995,
options to acquire 6,000 shares at $16.00 per share; June 9, 1995, options
to acquire 1,000 shares at $13.75 per share; August 15, 1995, options to
acquire 4,500 shares at $25.25 per share; October 12, 1995, options to
acquire 27,000 shares at $26.50 per share, and; December 22, 1995, options
to acquire 3,000 shares at $26.25 per share.
PROPOSED AMENDMENT INCREASING THE NUMBER OF SHARES
OF COMMON STOCK WHICH THE COMPANY HAS THE AUTHORITY
TO ISSUE FROM 30,000,000 SHARES TO 40,000,000 SHARES
On April 2, 1996, the Board of Directors adopted the following
resolution:
<PAGE>
RESOLVED: That this Board of Directors deems it advisable that
the Articles of Organization of this corporation be
amended so as to increase the total number of shares
of Common Stock which this corporation shall have
authority to issue from 30,000,000 shares, with a par
value of $.05 per share, to 40,000,000 shares, with a
par value of $.05 per share.
The Board of Directors also directed that the proposed amendment be
submitted for action at the Meeting of Stockholders to be held on May 16, 1996.
Increase in Number of Shares of Common Stock. If approved by the
stockholders, the amendment will authorize the Company to issue an additional
10,000,000 shares of the Company's Common Stock, par value $.05 per share. As of
April 2, 1996 there were 30,000,000 shares of Common Stock authorized, of which
[10,196,791] shares were outstanding (including treasury shares), 1,761,550
shares were available for issuance pursuant to the Company's stock option plans,
290,426 shares were available for issuance pursuant to the Company's Employee
Stock Purchase Plan and approximately 5,098,395 shares will be issued in
connection with the 3 for 2 stock split effected in the form of a 50% stock
dividend declared April 2, 1996 and payable May 10, 1996 to shareholders of
record on April 18, 1996. The Board of Directors is empowered under the Articles
of Organization of the Company to issue shares of authorized stock without
further stockholder approval. The holders of the Company's Common Stock do not
have preemptive rights.
Appraisal Rights in Respect of the Proposed Amendment. Under the
applicable provisions of the Massachusetts Business Corporation Law, the
Company's stockholders have no appraisal rights with respect to the proposed
amendment.
Recommendation of the Board of Directors. The Board of Directors
believes that the number of authorized shares of Common Stock should be
increased by 10,000,000 to provide sufficient shares for use for such corporate
purposes as may be determined advisable by the Board of Directors, without
further action or authorization by the stockholders. Such corporate purposes
might include the acquisition of capital funds through the sale of stock, the
acquisition of other corporations or properties, or the declaration of stock
dividends in the nature of a stock split. The Board of Directors believes that
the availability of shares would afford the Company flexibility in considering
and implementing any of the corporate transactions enumerated. There are no
current agreements, arrangements, or understandings with respect to the issuance
of any of the shares of Common Stock which would be authorized by the amendment.
The Board of Directors recommends a vote for the proposed amendment.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE
ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's Executive Officers and Directors and persons owning more than 10% of
the outstanding Common Stock of the Company to file reports of ownership and
changes in ownership with the Securities and Exchange.
<PAGE>
Commission. Executive Officers, Directors and greater than 10 % holders of
Common Stock are required by SEC regulation to furnish the Company with copies
of all Section 16(a) forms they file.
Based solely on copies of such forms furnished as provided above, or
written representations that no Forms 5 were required, the Company believes that
all Section 16(a) filing requirements applicable to its Executive Officers,
Directors and owners of greater than 10% of its Common Stock were complied with
in fiscal 1995.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Arthur Andersen LLP, certified
public accountants, to act as independent public auditors to examine the
financial statements of the Company for the fiscal year ending December 28,
1996. A representative of Arthur Andersen LLP is expected to be present at the
meeting and will have the opportunity to make a statement if he or she so
desires and to respond to appropriate questions.
STOCKHOLDER PROPOSALS
Under regulations adopted by the Securities and Exchange Commission,
stockholder proposals must be submitted to the Clerk of the Company not later
than December 23, 1996 in order to be considered for inclusion in the proxy
materials for the Annual Meeting to be held in 1997. Receipt by the Company of
any such proposal from a qualified stockholder in a timely manner will not
ensure its inclusion in the proxy material because there are other requirements
in the proxy rules for such inclusion.
OTHER MATTERS
Management knows of no other matters which may properly be and are
likely to be brought before the meeting. However, if any other matters properly
come before the meeting, the persons named in the enclosed proxy will vote said
proxy in accordance with their best judgment.
10-K REPORT
THE COMPANY WILL PROVIDE EACH BENEFICIAL OWNER OF ITS SECURITIES WITH A COPY OF
ITS ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES
THERETO, REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR
THE COMPANY'S MOST RECENT FISCAL YEAR WITHOUT CHARGE UPON RECEIPT OF A WRITTEN
REQUEST FROM SUCH PERSON. SUCH REQUESTS SHOULD BE DIRECTED TO PETER D. BRENNAN,
VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER, ALTRON INCORPORATED, ONE
JEWEL DRIVE, WILMINGTON, MASSACHUSETTS 01887.
VOTING PROXIES
The Board of Directors recommends an affirmative vote on all proposals
specified. Proxies will be voted as specified. If signed proxies are returned
without specifying an affirmative or negative
<PAGE>
vote on any proposal the shares represented by such proxies will be voted in
favor of the Board of Directors' recommendations.
By order of the Board of Directors,
ANTHONY J. MEDAGLIA, JR., Clerk
Wilmington, Massachusetts
April 22, 1996
<PAGE>
ALTRON INCORPORATED
1996 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
1. PURPOSE
The purpose of this Altron Incorporated 1996 Stock Option Plan for
Non-Employee Directors (the "Plan") is to attract and retain the services of
experienced and knowledgeable independent directors who are not employees
(sometimes referred to herein collectively as "Participants") of Altron
Incorporated ("Altron") for the benefit of Altron and its stockholders and to
provide additional incentive for such Participants to continue to work in the
best interests of Altron and its stockholders through continuing ownership of
its common stock.
2. SHARES SUBJECT TO THE PLAN
The total number of shares of common stock, par value $0.05 per share
("Shares"), of Altron for which options may be granted under the Plan shall not
exceed 25,000 in the aggregate, subject to adjustment in accordance with Section
9 hereof.
3. ELIGIBILITY; GRANT OF OPTION
Each of Thomas M. Claflin, II, Daniel A. Cronin, Jr., and Anthony J.
Medaglia, Jr., who are the three current directors of Altron who are not
otherwise employees of Altron or any subsidiary, and upon their election to the
Board of Directors of Altron (the "Board"), all new non-employee directors duly
elected in the three year period commencing on the date of the adoption of the
Plan, shall be granted an option to acquire five thousand (5,000) Shares under
the Plan. The date of grant for such options granted to the three current
non-employee directors named above shall be the date of adoption of the Plan by
the Board, but such options shall become effective as of such date of grant only
upon shareholder approval of this Plan in accordance with Section 13 hereof. The
options shall be non-qualified options not intended to meet the requirements of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). The
date of grant for each subsequently elected non-employee director shall be the
date of election.
4. OPTION AGREEMENT
Each option granted under the Plan shall be evidenced by an option
agreement (the "Agreement") duly executed on behalf of Altron and by the
director to whom such option is granted, which Agreements shall (i) comply with
and be subject to the terms and conditions of the Plan and (ii) provide that the
optionee agrees to continue to serve as a director of Altron during the term for
which he was elected.
5. OPTION EXERCISE PRICE
Subject to the provisions of Section 9 hereof, the option exercise price
for the options granted to the three current non-employee directors named above,
and to any subsequently elected non-employee director, under the Plan shall be
the fair market value of the Shares of the common stock of Altron covered by the
option on the date of grant of the option. For the purposes hereof and Section
6(b), the fair market value of the common stock of Altron shall be the mean
between the high and low sales prices of the common stock of Altron on The
Nasdaq National Market as reported in the Wall Street Journal on the date of
grant for the immediately preceding business day, provided that if the common
stock of Altron is not listed on or actually trading on The Nasdaq National
Market, fair market value shall be determined in good faith by the Board, and
provided further, that for options granted on the date of adoption of the Plan
the fair market value shall be the
<PAGE>
mean between the high and low sales prices of the common stock of Altron on The
Nasdaq National Market as reported on the date of adoption by the Board in the
Wall Street Journal for the immediately preceding business day.
6. TIME AND MANNER OF EXERCISE OF OPTION
(a) Options granted under the Plan shall, subject to the provisions of
Section 7, be exercisable as provided in this Section 6(a). The options shall
not be exercisable prior to the expiration of one year after the date of grant.
Thereafter, the options shall be exercisable as follows:
Percentage of
Shares Becoming Cumulative
Available for Percentage
On or After Exercise Available
One Year from the Date of Grant one-third one-third
Two Years from the Date of Grant one-third two-thirds
Three Years from the Date of Grant one-third 100%
provided however that no option granted under the Plan may be exercised prior to
approval of the Plan by the stockholders of Altron.
(b) To the extent that the right to exercise an option has accrued
and is in effect, the option may be exercised in full at one
time or in part from time to time by giving written notice to Altron, signed by
the person or persons exercising the option, stating the number of Shares with
respect to which the option is being exercised, accompanied by payment in full
for such Shares, which payment may be in cash or in whole or in part in Shares
of the common stock of Altron already owned for a period of at least six months
by the person or persons exercising the option, valued at fair market value, as
determined under Section 5 hereof, on the date of exercise; provided, however,
that there shall be no such exercise at any one time as to fewer than two
hundred fifty (250) Shares or all of the remaining Shares then purchasable by
the person or persons exercising the option, if fewer than two hundred fifty
(250) Shares. Upon such exercise, delivery of a certificate for paid-up
non-assessable Shares shall be made at the principal Massachusetts office of
Altron to the person or persons exercising the option at such time, during
ordinary business hours, not more than thirty (30) days from the date of receipt
of the notice by Altron, as shall be designated in such notice, or at such time,
place and manner as may be agreed upon by Altron and the person or persons
exercising the option.
7. TERM OF OPTIONS
(a) Each option shall expire ten (10) years from the date of the granting
thereof, but shall be subject to earlier termination as herein provided.
(b) In the event of the death of an optionee, the option granted to such
optionee may be exercised, to the extent the optionee was entitled to do so on
the date of such optionee's death, by the estate of such optionee or by any
person or persons who acquired the right to exercise such option by bequest or
inheritance or otherwise by reason of the death of such optionee. Such option
may be exercised at any time within one (1) year after the date of death of such
optionee, at which time the option shall terminate, or prior to the date on
which the option otherwise expires by its terms, whichever is earlier.
<PAGE>
(c) In the event that an optionee ceases to be a director of Altron the
option granted to such optionee may be exercised by him, but only to the extent
that under Section 6 hereof the right to exercise the option has accrued and is
in effect on the date that the optionee ceases to be a director. Such option may
be exercised at any time within thirty (30) business days after the date such
optionee ceases to be a director of Altron, at which time the option shall
terminate, but in any event prior to the date on which the option expires by its
terms, whichever is earlier, unless termination as a director (a) was by Altron
for cause, in which case the option shall terminate immediately at the time the
optionee ceases to be a director of Altron, (b) was because the optionee has
become disabled (within the meaning of Section 22(e)(3) of the Code), or (c) was
by reason of the death of the optionee. In the case of death, see Section 7(b)
above. In the case of disability, the option may be exercised, to the extent
exercisable under Section 6 hereof at the time that such optionee ceased to be a
director, at any time within one (1) year after the date of termination of the
optionee's directorship with Altron, at which time the option shall terminate,
but in any event prior to the date on which the option otherwise expires by its
terms, whichever is earlier.
8. OPTIONS NOT TRANSFERABLE
The right of any optionee to exercise an option granted to him under the
Plan shall not be assignable or transferable by such optionee otherwise than by
will or the laws of descent and distribution, or pursuant to a qualified
domestic relations order as defined by the Code or Title I of the Employee
Retirement Income Security Act, or the rules thereunder. Any option granted
under the Plan shall be exercisable during the lifetime of such optionee only by
him. Any option granted under the Plan shall be null and void and without effect
upon the bankruptcy of the optionee, or upon any attempted assignment or
transfer, except as herein provided, including without limitation any purported
assignment, whether voluntary or by operation of law, pledge, hypothecation or
other disposition, attachment, trustee process or similar process, whether legal
or equitable, upon such option.
9. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
In the event that the outstanding Shares of the common stock of Altron
are changed into or exchanged for a different number or kind of shares or other
securities of Altron or of another corporation by reason of any reorganization,
merger, consolidation, recapitalization, reclassification, stock split-up,
combination of shares or dividends payable in capital stock, appropriate
adjustment shall be made in the number and kind of shares as to which
outstanding options, or portions thereof then unexercised, shall be exercisable,
to the end that the proportionate interest of the optionee shall be maintained
as before the occurrence of such event, and such adjustment in outstanding
options shall be made without change in the total price applicable to the
unexercised portion of such options and with a corresponding adjustment in the
option price per share.
10. RESTRICTIONS ON ISSUE OF SHARES
Notwithstanding the provisions of Section 6 hereof, Altron may delay the
issuance of Shares covered by the exercise of any option and the delivery of a
certificate for such Shares until one of the following conditions shall be
satisfied:
(i) the Shares with respect to which an option has been
exercised are at the time of the issue of such Shares effectively registered
under applicable Federal and state securities acts now in force or hereafter
amended; or
(ii) counsel for Altron shall have given an opinion, which
opinion shall not be unreasonably conditioned or withheld, that such Shares are
exempt from registration under applicable Federal and state securities acts now
in force or hereafter amended.
<PAGE>
It is intended that all exercises of options shall be effective.
Accordingly, Altron shall use its best efforts to bring about compliance with
the above conditions within a reasonable time, except that Altron shall be under
no obligation to cause a registration statement or a post-effective amendment to
any registration statement to be prepared at its expense solely for the purpose
of covering the issue of Shares in respect of which any option may be exercised,
except as otherwise agreed to by Altron in writing.
11. RIGHTS OF HOLDER ON PURCHASE FOR INVESTMENT; SUBSEQUENT
REGISTRATION
Unless the Shares to be issued upon exercise of an option granted under
the Plan have been effectively registered under the Securities Act of 1933, as
now in force or hereafter amended, Altron shall be under no obligation to issue
any Shares covered by any option unless the person who exercises such option, in
whole or in part, shall give a written representation and undertaking to Altron
which is satisfactory in form and scope to counsel to Altron and upon which, in
the opinion of such counsel, Altron may reasonably rely, that he is acquiring
the Shares issued to him pursuant to such exercise of the option for his own
account as an investment and not with a view to, or for sale in connection with,
the distribution of any such Shares, and that he will make no transfer of the
same except in compliance with any rules and regulations in force at the time of
such transfer under the Securities Act of 1933, or any other applicable law, and
that if Shares are issued without such registration a legend to this effect may
be endorsed upon the securities so issued. In the event that Altron shall,
nevertheless, deem it necessary or desirable to register under the Securities
Act of 1933 or other applicable statutes any Shares with respect to which an
option shall have been exercised, or to qualify any such Shares for exemption
from the Securities Act of 1933 or other applicable statutes, then Altron shall
take such action at its own expense and may require from each optionee such
information in writing for use in any registration statement, prospectus,
preliminary prospectus or offering circular as is reasonably necessary for such
purpose and may require reasonable indemnity to Altron and its officers and
directors from such holder against all losses, claims, damages and liabilities
arising from such use of the information so furnished and caused by any untrue
statement of any material fact therein or caused by the omission to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances under which they were made.
12. LOANS PROHIBITED
Altron shall not, directly or indirectly, lend money to an optionee or
to any person or persons entitled to exercise an option by reason of the death
of an optionee for the purpose of assisting him or them in the acquisition of
Shares covered by an option granted under the Plan.
13. APPROVAL OF STOCKHOLDERS
The Plan shall be subject to approval by the affirmative vote of the
holders of a majority of the securities of Altron present or represented and
entitled to vote at a duly held stockholders' meeting, or by written consent of
all of the stockholders, and shall take effect immediately as of its date of
adoption upon such approval.
14. EXPENSES OF THE PLAN
All costs and expenses of the adoption and administration of the Plan
shall be borne by Altron, and none of such expenses shall be charged to any
optionee.
15. TERMINATION AND AMENDMENT OF PLAN
<PAGE>
Unless sooner terminated as herein provided, the Plan shall terminate
three (3) years from the date upon which the Plan was duly approved by the
stockholders. The Board may at any time terminate the Plan or make such
modification or amendment thereof as it deems advisable; provided, however,
that, except as provided in Section 9 hereof, no modification or amendment to
the provisions of the Plan may be made more than once every six (6) months other
than to comport with changes in the Code, the Employee Retirement Income
Security Act, or the rules thereunder, if the effect of such amendment or
modification would be to change (i) the requirements for eligibility under the
Plan, (ii) the timing of the grants of options to be granted under the Plan or
the exercise price or vesting schedule thereof, or (iii) the number of Shares
subject to options to be granted under the Plan either in the aggregate or to
one director. Any amendment to the provisions of the Plan which (i) materially
increases the number of Shares which may be subject to options granted under the
Plan, (ii) materially increases the benefits accruing to Participants under the
Plan, or (iii) materially modifies the requirement for eligibility to
participate in the Plan, shall be subject to approval by the stockholders of
Altron obtained in the manner stated in Section 13 hereof. Termination or any
modification or amendment of the Plan shall not, without the consent of an
optionee, affect his rights under an option previously granted to him.
16. LIMITATION OF RIGHTS IN THE OPTION SHARES
An optionee shall not be deemed for any purpose to be a stockholder of
Altron with respect to any of the options except to the extent that the option
shall have been exercised with respect thereto and, in addition, a certificate
shall have been issued therefor and delivered to the optionee.
17. NOTICES
Any communication or notice required or permitted to be given under the
Plan shall be in writing, and mailed by registered or certified mail or
delivered by hand, if to Altron, to its principal place of business, Attention:
President, and, if to an optionee, to the address as appearing on the records of
Altron.
18. COMPLIANCE WITH RULE 16b-3.
It is the intention of Altron that the Plan comply in all respects with
Rule 16b-3 promulgated under Section 16(b) of the Securities Exchange Act of
1934 (the "Act") and that Participants remain disinterested persons for purposes
of administering other employee benefit plans of Altron and having transactions
under such other plans be exempt from Section 16(b) of the Act. Therefore, if
any Plan provision is found not to be in compliance with Rule 16b-3 or if any
Plan provisions would disqualify Participants from remaining disinterested
persons, that provision shall be deemed null and void, and in all events the
Plan shall be construed in favor of its meeting the requirements of Rule 16b-3.
APPROVED BY THE STOCKHOLDERS: ______________________________
<PAGE>
ALTRON INCORPORATED
1991 STOCK OPTION PLAN
(As amended December 22, 1993, April 19, 1995 and March 12, 1996)
1. Purpose of the Plan.
This stock option plan (the "Plan") is intended to encourage ownership
of the stock of Altron Incorporated, a Massachusetts corporation ("Altron"), by
key employees of Altron, to induce highly qualified personnel to enter and
remain in the employ of Altron, and to provide additional incentive for
participants to promote the success of Altron's business. 2. Stock Subject to
the Plan.
The total number of shares of the common stock of Altron ($.05 par
value) for which options may be granted under the Plan shall not exceed
2,500,000 shares, subject to adjustment in accordance with Section 10 hereof.
Such shares may, in whole or in part, as the Board of Directors of Altron (the
"Board") shall from time to time determine, be issued shares which shall have
been reacquired by Altron or authorized but unissued shares, whether now or
hereafter authorized.
If any unexercised options granted under the Plan lapse or terminate for
any reason, the shares covered thereby may again be optioned hereunder, and such
lapsed or unexercised options shall not be considered in computing the total
number of shares optioned.
3. Administration of the Plan.
The Plan shall be administered by a committee of the Board (the
"Committee") consisting of two or more members appointed by the Board upon the
adoption of the Plan, all of whom shall be "disinterested persons" (as
hereinafter defined). Such committee shall be known as the "Stock Option
Committee", but may be known by such other name or names as the Board may
designate. For the purposes of the Plan, a director or member of such committee
shall be deemed to be "disinterested" only if such person qualifies as a
"disinterested person" within the meaning of Rule 16b-3 promulgated under the
Securities and Exchange Act of 1934, as amended, as such term is interpreted
from time to time. The Board may at any time and from time to time, subject to
the provisions of this Section 3, thereafter appoint a member or members of the
Committee in substitution for or in addition to the member or members then in
office and may fill vacancies on the Committee however caused. The Committee
shall choose one of its members as Chairman and shall hold meetings at such
times and places as it shall deem advisable. A majority of the members of the
Committee shall constitute a quorum, and any action may be taken by a majority
of those present and voting at any meeting. Any action may also be taken without
the necessity of a meeting by a written instrument signed by a majority of the
Committee. The decision of the Committee as to all questions of interpretation
and application of the Plan shall be final, binding and conclusive on all
persons. The Committee may, in its sole discretion, grant options to purchase
shares of Altron's common stock and issue shares upon exercise of such options
as provided in the Plan. The Committee shall have authority, subject to the
express provisions of the Plan, to construe the respective option agreements and
the Plan, to prescribe, amend and rescind rules and regulations relating to the
Plan, to determine the terms and provisions of the respective option agreements,
which may but need not be identical, and to make all other determinations in the
judgment of the Committee necessary or desirable for the administration of the
Plan. The Committee may correct any defect or supply any omission or reconcile
any inconsistency in the Plan or in any option agreement in the manner and to
the extent it shall
<PAGE>
deem expedient to carry the Plan into effect and shall be the sole and final
judge of such expediency. No director shall be liable for any action or
determination made in good faith.
4. Participants in the Plan.
Each participant in the Plan must be a regular salaried employee of
Altron (or one of its subsidiaries) (herein called "subsidiaries"), if any, as
defined in Section 425 of the Internal Revenue Code of 1986, as amended,
including any applicable successor provisions to said Section 425, and the
Treasury Regulations promulgated thereunder (the "Code" and "Regulations"). The
Committee may designate as participants in the Plan persons who are now or may
hereafter be employed by Altron or its subsidiaries in key positions. In
determining the eligibility of an individual to be granted an option as well as
in determining the number of shares to be optioned to any individual, the
Committee shall consider the position and responsibilities of the employee being
considered, the nature and value to Altron or its subsidiaries of his service
and accomplishments, his present and potential contribution to the success of
Altron or its subsidiaries, and such other factors as the Committee may deem
relevant. No director who is not otherwise an employee of Altron shall be
eligible to participate in the Plan.
The maximum number of shares with respect to which an option or options
may be granted to any employee in any one taxable year of the Company shall not
exceed 50,000, taking into account shares granted during such taxable period
under options that have terminated.
5. Grant of Option; Option Agreement.
The Committee may from time to time grant options to eligible employees,
which options may be designated non-qualified stock options or incentive stock
options (within the meaning of Section 422 of the Code). In accordance with the
provisions of Section 3 hereof, the Committee shall keep separate records with
regard to each type of option granted. Each option shall be evidenced by an
option agreement (the "Agreement") duly executed on behalf of Altron and by the
participant to whom such option is granted, which Agreements may but need not be
identical and shall comply with and be subject to the terms and conditions of
the Plan. Any Agreement may contain such other terms, provisions, and conditions
not inconsistent with the Plan as may be determined by the Committee, including
with respect to any restrictions to be imposed on the shares acquired by a
participant upon the exercise of an option granted to him. No option shall be
granted within the meaning of the Plan and no purported grant of any option
shall be effective until such an Agreement shall have been duly executed on
behalf of Altron and the participant. More than one option may be granted to an
individual. 6. Option Exercise Price.
The exercise price or prices of options granted under the Plan shall be
determined by the Committee at the time of the granting of an option, but, in
the case of an incentive stock option, shall in no event be less than the fair
market value of the shares of Altron common stock covered by the option at the
time the option was granted and, if the individual to whom the option is being
granted owns (as defined in Section 425 of the Code) stock possessing more than
ten percent (10%) of the total combined voting power of all classes of stock of
Altron (or of its parent or any subsidiary corporation) (a "10% Holder"), one
hundred ten percent (110%) of such fair market value, and in no event less than
the par value thereof. For purposes hereof, the fair market value of such common
stock shall be determined by the Committee in good faith on a reasonable basis
consistent with the Regulations. 7. Time and Manner of Exercise of Option.
<PAGE>
(a) Except as otherwise determined from time to time by the Committee
and as provided in Section 8, options granted under the Plan shall be
exercisable as follows; provided, however, that in no event, except as provided
in Section 8, may an option granted to an officer or director of Altron be
exercisable prior to six months and one day after the date of grant of the
option to such officer or director. Options shall not be exercisable during the
first twelve (12) months after the date of grant. Thereafter, options shall
become exercisable as to twenty percent (20%) of the shares covered thereby upon
the expiration of twelve (12) months after the date of grant and as to an
additional twenty percent (20%) upon the expiration of each of the next four (4)
succeeding twelve (12) month periods. Notwithstanding the above, the Committee
may, in its sole discretion, at any time accelerate the exercisability of any
option granted under the Plan; provided, however, that, except as provided in
Section 8, the exercisability of any option granted to an officer or director of
Altron may not be accelerated to a period prior to six months and one day after
the date of grant of the option to such officer or director.
(b) To the extent that the right to purchase shares under an option has
accrued and is in effect, options may be exercised in full at one time or in
part from time to time, by giving written notice, signed by the person or
persons exercising the option, to Altron, stating the number of shares with
respect to which the option is being exercised, accompanied by payment in full
for such shares, which payment may, with the consent of the Committee, be in
whole or in part in shares of Altron common stock already owned by the person or
persons exercising the option, valued at fair market value determined in the
manner set forth in Section 6 hereof; provided, however, that there shall be no
such exercise at any one time as to fewer than fifty (50) shares or all of the
remaining shares then purchasable by the person or persons exercising the
option, if fewer than fifty (50) shares. Upon such exercise, delivery of a
certificate for paid-up non-assessable shares shall be made at the principal
office of Altron to the person or persons exercising the option at such time,
during ordinary business hours, after fifteen (15) but not more than thirty (30)
days from the date of receipt of the notice by Altron, as shall be designated in
such notice, or at such time, place and manner as may be agreed upon by Altron
and the person or persons exercising the option. 8. Term of Options.
(a) Each option shall expire not more than ten (10) years from the date
of granting thereof (five (5) years in the case of an incentive stock option
granted to a 10% Holder), but shall be subject to earlier termination as herein
provided.
(b) An option granted to any participant who ceases to be a regular
salaried employee of Altron or one of its subsidiaries, other than by death, may
be exercised within one (1) month after the date such participant ceases to be
an employee, or prior to the date on which the option expires by its terms,
whichever is earlier, but shall thereafter terminate, unless such termination of
employment is (i) because of dismissal for cause or is in breach of any
employment agreement, in which event such option will terminate on the date the
participant ceases to be an employee of Altron or one of its subsidiaries; or
(ii) because the participant has become disabled within the meaning of Section
22(e)(3) of the Code, in which event such option may be exercised within six (6)
months and one day after the date on which such participant ceases to be an
employee, but, in any event, prior to the date on which the option expires by
its terms. In case of termination of employment, other than by death, the option
shall be exercisable only to the extent that the right to purchase shares under
such option has accrued and is in effect on the date of such termination of
employment, unless such termination is because the participant has become
disabled, in which case the option may be exercised to the full number of shares
covered thereby, or unless the Committee, in its discretion, determines that it
would be in the best interests of Altron to make the option then fully
exercisable.
<PAGE>
(c) In the event of the death of any participant, the option granted to
such participant may be exercised to the full number of shares covered thereby,
whether or not, under the provisions of Section 7 hereof, the participant was
entitled to do so at the date of his death, by the estate of such participant,
or by any person or persons who acquired the right to exercise such option by
bequest or inheritance or by reason of the death of such participant. Such
option must be exercised within six (6) months and one day after the date of
death of such participant, or prior to the date on which the option expires by
its terms, whichever is earlier. 9. Options Not Transferable.
The right of any participant to exercise any option granted to him shall
not be assignable or transferable by such participant otherwise than by will or
the laws of descent and distribution, and any such option shall be exercisable
during the lifetime of such participant only by him. Any option granted under
the Plan shall be null and void and without effect upon the bankruptcy of the
participant to whom the option is granted, or upon any attempted assignment or
transfer, except as herein provided, including, without limitation, any
purported assignment, whether voluntary or by operation of law, pledge,
hypothecation or other disposition, attachment, trustee process or similar
process, whether legal or equitable, upon such option. 10. Adjustments Upon
Changes in Capitalization.
In the event that the outstanding shares of the common stock of Altron
are changed into or exchanged for a different number or kind of shares or other
securities of Altron or of another corporation by reason of any reorganization,
merger, consolidation, recapitalization, reclassification, stock split-up,
combination of shares or dividends payable in capital stock, appropriate
adjustment shall be made in the number and kind of shares as to which options
may be granted under the Plan and as to which outstanding options or portions
thereof then unexercised shall be exercisable, to the end that the proportionate
interest of the participant shall be maintained as before the occurrence of such
event; such adjustment in outstanding options shall be made without change in
the total price applicable to the unexercised portion of such options and with a
corresponding adjustment in the option price per share. No such adjustment shall
be made which shall, within the meaning of any applicable sections of the Code,
constitute a modification, extension or renewal of an option or a grant of
additional benefits to a participant.
If by reason of a corporate merger, consolidation, acquisition of
property or stock, separation, reorganization, or liquidation, the Committee
shall authorize the issuance or assumption of a stock option or stock options in
a transaction to which Section 425(a) of the Code applies, then, notwithstanding
any other provision of the Plan, the Committee may grant an option or options
upon such terms and conditions as it may deem appropriate for the purpose of
assumption of the old option, or substitution of a new option for the old
option, in conformity with the provisions of such Section 425(a) and the
Regulations thereunder, and any such option shall not reduce the number of
shares otherwise available for issuance under the Plan. 11. Restrictions on
Issue of Shares.
Notwithstanding the provisions of Section 7 hereof, Altron may delay the
issuance of shares covered by the exercise of any option and the delivery of a
certificate for such shares until one of the following conditions shall be
satisfied:
(i) the shares with respect to which the option has been exercised
are at the time of the issue of such shares effectively
registered under applicable Federal securities acts as now in
force or hereafter amended; or
<PAGE>
(ii) a no-action letter in respect of the issuance of such shares
shall have been obtained by Altron from the Securities and
Exchange Commission; or
(iii)counsel for Altron shall have given an opinion, which opinion
shall not be unreasonably conditioned or withheld, that such
shares are exempt from registration under applicable Federal
securities acts as now in force or hereafter amended.
It is intended that all exercises of options shall be effective, and
Altron shall use its best efforts to bring about compliance with the above
conditions within a reasonable time, except that Altron shall be under no
obligation to cause a registration statement or a post-effective amendment to
any registration statement to be prepared at its expense solely for the purpose
of covering the issue of shares in respect to which any option may be exercised.
12. Purchase for Investment; Rights of Holder on Subsequent Registration.
Unless the shares to be issued upon exercise of an option granted under
the Plan have been effectively registered under the Securities Act of 1933, as
now in force or hereafter amended (the "1933 Act"), Altron shall be under no
obligation to issue any shares covered by any option unless the person who
exercised such option, whether such exercise is in whole or in part, shall give
a written representation and undertaking to Altron which is satisfactory in form
and scope to counsel for Altron and upon which, in the opinion of such counsel,
Altron may reasonably rely, that he is acquiring the shares issued to him
pursuant to such exercise of the option for his own account as an investment and
not with a view to, or for sale in connection with, the distribution of any such
shares, and that he will make no transfer of the same except in compliance with
any rules and regulations in force at the time of such transfer under the 1933
Act, or any other applicable law, and that if shares are issued without such
registration, a legend to this effect may be endorsed upon the securities so
issued. In the event that Altron shall, nevertheless, deem it necessary or
desirable to register under the 1933 Act or other applicable statutes any shares
with respect to which an option shall have been exercised, or to qualify any
such shares for exemption from the 1933 Act or other applicable statutes, then
Altron shall take such action at its own expense and may require from each
participant such information in writing for use in any registration statement,
prospectus, preliminary prospectus or offering circular as is reasonably
necessary for such purpose and may require reasonable indemnity to Altron and
its officers and directors from such holder against all losses, claims, damages
and liabilities arising from such use of the information so furnished and caused
by any untrue statement of any material fact therein or caused by the omission
to state a material fact required to be stated therein or necessary to make the
statement therein not misleading in light of the circumstances under which it
was made.
13. Modification of Outstanding Options.
The Committee may accelerate the exercisability of an outstanding
option in its sole discretion. The Committee may authorize the
modification of any outstanding option with the consent of the participant
when and subject to such conditions as are deemed to be in the best
interests of Altron and in accordance with the purposes of the Plan.
14. Loans Prohibited; Tax Withholding.
Altron shall not, directly or indirectly, lend money to a participant or
to any person or persons entitled to exercise an option by reason of the death
of a participant for the purpose of assisting him or them in the acquisition of
shares covered by an option granted under the Plan.
<PAGE>
Altron's obligation to deliver shares upon the exercise of any
non-qualified option granted under the Plan shall be subject to the option
holder's satisfaction of all applicable federal, state and local income and
employment tax withholding requirements.
15. Approval of Stockholders.
The Plan shall be subject to approval by the affirmative vote of
stockholders holding at least a majority of the voting stock of Altron voting in
person or by proxy at a duly held stockholders' meeting within twelve (12)
months after the adoption of the Plan by the Board and shall take effect
immediately upon such approval. 16. Termination and Amendment of Plan.
Unless sooner terminated as herein provided, the Plan shall terminate
ten (10) years from the date upon which the Plan shall be duly approved by the
stockholders of Altron. The Board may at any time terminate the Plan or make
such modification or amendment thereof as it deems advisable; provided, however,
that except as provided in Section 10 hereof, the Board may not, without the
approval of the stockholders of Altron obtained in the manner stated in Section
15 hereof, increase the maximum number of shares for which options may be
granted under the Plan or the number of shares for which an option may be
granted to any optionee. Termination or any modification or amendment of the
Plan shall not, without the consent of a participant, affect his rights under an
option previously granted to him.
<PAGE>
ALTRON INCORPORATED
Special Meeting in Lieu of 1996 Annual Meeting of Stockholders May 16, 1996
The undersigned hereby appoints Samuel Altschuler and Peter D. Brennan, and each
of them, with full power of substitution, proxies to represent the undersigned
at the Special Meeting in lieu of the 1996 Annual Meeting of Stockholders of
ALTRON INCORPORATED to be held May 16, 1996 at 10:30 a.m. at the offices of
Hutchins, Wheeler & Dittmar, a Professional Corporation, 101 Federal Street,
Suite 3100, Boston, Massachusetts, and at any adjournment or adjournments
thereof, to vote in the name and place of the undersigned, with all powers which
the undersigned would possess if personally present, upon such business as may
properly come before the meeting, including the proposals set forth on the
reverse side of this Proxy Card.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THE BOARD
RECOMMENDS AN AFFIRMATIVE VOTE ON ALL PROPOSALS SPECIFIED. SHARES WILL BE VOTED
AS SPECIFIED. IF NO SPECIFICATION IS MADE, THE SHARES REPRESENTED WILL BE VOTED
IN FAVOR OF ALL PROPOSALS.
PLEASE COMPLETE, SIGN, DATE, AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE, WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON.
PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
Please sign exactly as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such. If a corporation, please sign in full corporate name by
President or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- -------------------------------- -----------------------------------
- -------------------------------- -----------------------------------
- -------------------------------- -----------------------------------
<PAGE>
/ / PLEASE MARK VOTES For All
AS IN THIS EXAMPLE For Withhold Except
1.) ELECTION OF DIRECTORS. / / / / / /
Samuel Altschuler,
Burton Doo, Thomas M.
Claflin, II, Daniel A.
Cronin, Jr. and
Anthony J. Medaglia, Jr.
INSTRUCTIONS: To withhold
authority for any nominees,
mark the "For All Except"
box and strike the
name(s) of the nominee(s)
for whom your vote is to
be withheld.
RECORD DATE SHARES:
For Against Abstain
2.) PROPOSAL TO APPROVE AN / / / / / /
AMENDMENT OF THE ALTRON
INCORPORATED 1991 STOCK
OPTION PLAN.
For Against Abstain
3.) PROPOSAL TO APPROVE THE / / / / / /
AMENDMENT OF THE
ARTICLES OF ORGANIZATION
OF ALTRON INCORPORATED.
For Against Abstain
4.) PROPOSAL TO APPROVE THE / / / / / /
ALTRON INCORPORATED 1996
STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS.
5.) In their discretion, the proxies are authorized to vote upon
such other business as may properly come before the meeting
and any adjournment thereof.
Mark box at right / /
if you plan to attend
the meeting in
person.
Mark box at right / /
if comments or
address change
have been noted on
the reverse side
of this card.
Please be sure to sign and date this Proxy . Date
Shareholder sign here Co-owner sign here
<PAGE>
DETACH CARD DETACH CARD
ALTRON INCORPORATED
Dear Stockholder:
Please take note of the important information enclosed with this proxy
card. There are a number of issues related to the management of your
Company that require your immediate attention and approval. These are
discussed in detail in the enclosed proxy materials.
Your vote counts, and you are strongly encouraged to exercise your
right to vote your shares.
Please mark the boxes on the proxy card to indicate how your shares
shall be voted. Then sign the card, detach it and return your proxy
vote in the enclosed postage paid envelope.
Your vote must be received prior to the Special Meeting of
Stockholders, May 16, 1996.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Altron Incorporated
<PAGE>
