SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
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Technology Research Corporation
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TECHNOLOGY RESEARCH CORPORATION
Notice of Annual Meeting to Shareholders
to be held August 24, 2000
To the Shareholders of
TECHNOLOGY RESEARCH CORPORATION
You are cordially invited to attend the Annual Meeting of Shareholders of
Technology Research Corporation, a Florida corporation (the "Company"), which
will be held on August 24, 2000, at 2:30 P.M. local time, at the Summit
Conference Center, 13575 58th Street North (Rubin Icot Center, Ulmerton Road),
Clearwater, Florida, for the following purposes:
1. To elect six members of the Board of Directors who will be elected
to a one-year term of office.
2. To ratify the selection by the Company's Board of Directors of
KPMG LLP, Certified Public Accountants, as independent auditors
of the Company for its fiscal year ending March 31, 2001.
3. To consider and vote upon a proposal to adopt the Technology Research
Corporation 2000 Long Term Incentive Plan.
4. To consider and act upon any matters related to the foregoing
purposes and to transact such other business as may properly be
brought before the meeting and at any adjournments thereof.
A Proxy Statement and Board of Directors Proxy are being mailed with this
notice. You are invited to attend the meeting in person, but if you are unable
to do so, the Board of Directors requests that you sign, date and return the
proxy, as promptly as practicable, by means of the enclosed envelope. If you
are present at the meeting and desire to vote in person, you may revoke the
proxy, and if you receive more than one proxy (because of different addresses
of stockholdings), please fill in and return each proxy to complete your
representation.
By order of the Board of Directors
Robert S. Wiggins
Chairman of the Board and
Chief Executive Officer
Clearwater, Florida
July 14, 2000
Enclosures
TECHNOLOGY RESEARCH CORPORATION
5250 140th Avenue North
Clearwater, Florida 33760
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 24, 2000
I. Solicitation and Revocation of Proxies
This Proxy Statement and accompanying form of proxy are being mailed on
or about July 14, 2000 in connection with the solicitation by the Board of
Directors of Technology Research Corporation, a Florida corporation (the
"Company") of proxies to be used at the Annual Meeting of Shareholders, to be
held on August 24, 2000 at 2:30 P.M. local time, at the Summit Conference
Center, 13575 58th Street North, Clearwater, Florida (Rubin Icot Center,
Ulmerton Road) (the "Annual Meeting"), and at any and all adjournments thereof,
for the purposes set forth in the accompanying notice of said meeting, dated
July 14, 2000.
As this solicitation is being made exclusively by the Board of Directors
of the Company, any costs incurred in connection therewith will be borne by
the Company. Brokerage houses and other nominees of record will be requested
to forward all proxy solicitation material to the beneficial owners, and their
expenses in such regard will also be paid by the Company. All proxies are
being solicited by mail in the accompanying form, but further solicitation
following the original mailing may be made by Board representatives or agents
by telephone, telegraph or personal contact with certain shareholders.
Execution of the enclosed proxy will not affect a shareholder's right to
attend the meeting and vote in person. A shareholder giving a proxy may revoke
it at any time before exercise, by either notifying the Secretary of the
Company of its revocation, submitting a substitute proxy dated subsequent to
the initial one or attending the Annual Meeting and voting in person.
All properly executed proxy cards delivered pursuant to this solicitation
and not revoked will be voted at the Annual Meeting in accordance with the
directions given. If no specific instructions are given with regard to the
matters to be voted upon, the shares represented by a signed proxy card will be
voted FOR the election of the nominees listed below under the caption "Election
of Directors", FOR the ratification of the appointment of KPMG LLP as the
Company's independent accountants, FOR the approval of the 2000 Long Term
Incentive Plan, and if any other matters properly come before the Annual
Meeting, the persons named as Proxies will vote upon such matters according to
their best judgment.
A proxy card is enclosed for your use. YOU ARE SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS TO COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD IN THE
ACCOMPANYING ENVELOPE.
A copy of the 2000 Annual Report to Stockholders, which includes the
Company's Form 10-K for the fiscal year ended March 31, 2000, has been mailed
with this Proxy Statement to all Stockholders entitled to vote at the Annual
Meeting.
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II. Voting Securities and Principal Holders Thereof
Only shareholders of record at the close of business on July 7, 2000 will
be entitled to vote at the Annual Meeting. At the close of business on such
record date, there were issued and outstanding 5,455,756 shares of the
Company's common stock, $.51 par value per share (the "Common Stock"), each of
which is entitled to one vote. There are no other classes of voting stock
issued and outstanding. The presence, in person or by proxy, of a majority of
the outstanding shares of Common Stock of the Company is necessary to
constitute a quorum at the Annual Meeting. The affirmative vote of the holders
of a majority of the shares of Common Stock represented in person or by proxy
at the Annual Meeting is required to (i) elect directors, (ii) ratify the
appointment of KPMG LLP as the Company's independent certified public
accountants for the year ending March 31, 2001 and (iii) adopt the 2000 Long
Term Incentive Plan.
The following table enumerates, as of July 7, 2000, the name, address,
position with the Company, if any, and ownership, both by numerical holding and
percentage interest, of the beneficial owners by (i) each person known to the
Company as having beneficial ownership of more than five percent (5%) of the
Company's equity securities, (ii) each Director, (iii) each "named executive
officer" (as defined in Item 402(a) (3) of Regulation S-K under the Securities
Exchange Act of 1934 (the "1934 Act") ("Named Executive Officer")), and (iv)
all Directors and Executive Officers of the Company as a group:
Name, Position and Address Shares Percentage
of Beneficial Owner Beneficially Owned (1) of Class
-------------------------- ------------------ ----------
Robert S. Wiggins, 344,304 6.3%
Chairman of the Board,
Chief Executive Officer
and Director
Raymond H. Legatti, (2) 165,072 3.0%
President and Director
Raymond B. Wood, (2) 165,731 3.0%
Senior Vice President
and Director
Gerry Chastelet, (2) 5,000 0.1%
Director
Edmund F. Murphy, Jr., (2) 24,568 0.5%
Director
Martin L. Poad, (2) 5,000 0.1%
Director
Scott J. Loucks, (2) 8,735 0.2%
Vice President and
Chief Financial Officer
All directors and officers (2) 718,410 13.1%
as a group (7 persons)
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Footnotes:
(1) For purposes of this table, a person or group of persons is deemed to be
the "beneficial owner" of any shares that such person has the right to acquire
within 60 days following July 7, 2000. For purposes of computing the
percentage of outstanding shares held by each person or group of persons named
above on a given date, any security that such person or persons has the right
to acquire within 60 days following July 7, 2000 is deemed to be outstanding,
but is not deemed to be outstanding for the purpose of computing the percentage
ownership of any other person.
(2) Includes the following shares subject to currently exercisable options
held by Messrs. Legatti (3,900), Wood (3,900), Chastelet (5,000),
Murphy (18,334), Poad (5,000) and Loucks (1,679).
-3-
III. Election of Directors
A. Number and Composition of the Board of Directors. The By-Laws of the
Company provide that its Board of Directors shall consist of not less than
three members and may be composed of such higher number, as may be fixed from
time to time by action of the Board of Directors or of the shareholders. The
Board recommends that the exact number of directors not be determined by
shareholder action, thus permitting the Board to increase or decrease the
number of directors during the year and to fill any vacancy as it deems
advisable to do so. Because one of the members of the Board of Directors
declined, effective May 1, 2000, to stand for election at the Company's 2000
Annual Meeting, the Board is currently comprised of six members. All six
members of the Board of Directors will stand for election at the 2000
Annual Meeting.
B. Meetings and Committees of the Board. The Board of Directors has not
appointed a standing nominating committee. Nominees for election to the Board
are selected by the incumbent board at a regular meeting thereof. With the
exception of an Audit and Compensation Committee, no other standing Board
Committee has been formed as of the present time. Each of the incumbent
nominees for election to the Board, who have served for a full year, has
attended at least 75% of the aggregate number of total meetings of the Board,
and of total meetings of each committee of which he is a member, which have
been held during the last year. During the Company's most recent fiscal year,
ended March 31, 2000, the Board of Directors of the Company held five Board
meetings. The Audit and Compensation Committees each held two meetings during
the fiscal year. Messrs. Chastelet, Murphy and Poad are the members of the
Audit and Compensation Committees.
Audit Committee. The Audit Committee has the principal function of
reviewing the adequacy of the Company's internal system of accounting controls,
conferring with the independent auditors, recommending to the Board of
Directors the appointment of independent auditors and considering other
appropriate matters regarding the financial affairs of the Company. The Audit
Committee recommends that the Company's Consolidated Financial Statements
accompany the Company's annual report on Form 10-K.
Compensation Committee. The Compensation Committee makes
recommendations to the Board with respect to compensation and grants of stock
options to management employees. In addition, the Compensation Committee
administers plans and programs relating to benefits, incentives, stock options
and compensation of the Company's Chief Executive Officer and other executive
officers. Non-qualified stock options which are granted to the members of the
Compensation Committee are recommended by the Chief Executive Officer and
approved by the Board of Directors.
C. Information Concerning Nominees. Unless authority is withheld as to
the Board designated nominees, the shares represented by Board of Directors
proxies properly executed and timely received will be voted for the election as
Director of the nominees named below, individuals who presently serve as
Directors of the Company. If such nominees cease to be a candidate for
election for any reason, the proxy will be voted for a substitute nominee
designated by the Board of Directors. The Board has no reason to believe the
nominees will be unavailable to serve if elected. Board members owning shares
of Common Stock intend to either be present and vote their shares in favor of
the nominees listed below or give their proxy in support of such nominees. The
nominees listed below, if elected, will serve a one-year term, expiring on the
date of the annual meeting of shareholders in 2001. Certain information with
respect to each nominee is hereafter set forth:
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Year
Name Age Position First Elected
---- --- -------- -------------
Robert S. Wiggins 70 Director, Chairman of the 1988
Board, Chief Executive
Officer
Raymond H. Legatti 68 Director and President 1981
Raymond B. Wood 65 Director and Senior Vice 1981
President of Government
Operations and Marketing
Gerry Chastelet 53 Director 1999
Edmund F. Murphy, Jr. 71 Director 1988
Martin L. Poad 60 Director 1998
ROBERT S. WIGGINS, has been Chairman of the Board, Chief Executive
officer and Director of the Company since March 1988. From 1974 to 1987,
he was Chairman, Chief Executive Officer and President of Paradyne Corporation,
Largo, Florida, a data communications company. Mr. Wiggins served as a
consultant for Paradyne from 1987 to March 1988. In addition, he spent three
years with GTE Information Systems Division as a Vice President and 13 years in
various sales and product development managerial positions with IBM
Corporation.
RAYMOND H. LEGATTI, a founder of the Company, has been President of the
Company and a member of the Board since its founding in 1981. From 1980
to 1981, he served as Corporate Director of Electronic Activity for Square D
Company, whose offices are located in Palatine, Illinois. From 1978 to 1980,
he served as Manager of Square D operations in Clearwater, Florida. From 1975
to 1978, he served as President of Electromagnetic Industries, Inc., a
subsidiary of Square D Company. During the prior 20 years, he was Vice
President of Engineering, Director and General Manager of the Electronics
Division of Electromagnetic Industries, Inc. which was acquired by Square D
Company in 1974. He has served on the Board of Directors of the Building
Equipment Division of the National Electrical Manufacturers Association
("NEMA") and was the Technical Representative for NEMA on the National Fire
Prevention Association's Committee for Standards for Anesthetizing Locations.
He has served as Chairman of the Ground Fault and Health Care sections of NEMA.
Mr. Legatti was appointed as Technical Advisor to the United States National
Committee of the International Electrotechnical Commission ("IEC") (which
establishes International Electrical Standards) SC23E for GFCI technology and
also is Chairman of the U.S. Technical advisory groups for IEC SC23E/WG2 and
WG7, and serves as the expert delegate on several IEC committees representing
the USA. Mr. Legatti is also Chairman of IEC 23E/WG7 Committee for Protective
Devices for Battery Powered Vehicles. Mr. Legatti serves on the NEMA Electric
Vehicle Council; is a NEMA representative on the Electric Power Research
Institute ("EPRI"); is on the Electric Vehicle Infrastructure Working Council
("IWC"); is on Health and Safety and Personnel Protection Committees; serves as
a liaison representative between the IWC and the IEC; is a Member of the Task
Group for the U. S. Consumer Products Safety Commission Home Electrical Systems
-5-
Fire Project; is a Member of the Society of Automotive Engineers; and is a
Fellow of the Institution of Incorporated Executive Engineers. Mr. Legatti
also serves on the Underwriters Laboratories Advisory Committee. Mr. Legatti,
English-born and educated, has acquired extensive management experience and
expertise in the areas of electrical control and measurement in various
environments. His 26 separate United States patents are applied in products
in wide use in military engine generator systems, hospital insulated electrical
systems, and in electrical safety products that prevent fires and protect
against electrocution and electrical shock. On October 12, 1999, Xerox
Corporation was issued a patent, which listed Mr. Legatti as a co-inventor for
the Modular, Distributed Equipment Leakage Circuit Interrupter. This product
is used on some of Xerox's business machines and shuts off power when sensing
a certain leakage of electricity which could produce dangerous results.
RAYMOND B. WOOD, a founder of the Company, has been a Director, Senior
Vice President of Government Operations and Marketing of the Company since its
inception in 1981. From 1974 to 1981, he was Manager of Engine Generator
Component Marketing for Square D Company. He was employed by Electromagnetic
Industries, Inc. for 20 years prior to its acquisition by Square D Company.
During this time, he held the position of General Manager of Electromagnetic
Industries of Georgia Inc., the systems manufacturing plant for military
products such as diesel generating systems, generators, controls, semi-
trailers, etc. Previous assignments were Project and Design Engineer for
military products produced by the Electromagnetic Industries Inc. Mr. Wood is
a charter member of the industries association, Electrical Generating Systems
Association ("EGSA"), has served on their Board of Directors and has been the
Chairman of the Government Liaison Committee for the last 25 years. Mr. Wood
is also a member of the U.S. Naval Institute. For over 40 years, he has been
involved in design, manufacture and qualification conformance evaluation for
listing by D.O.D., marketing and product application concerning control and
measurement of electric power for Mobile Ground Power Military Engine Generator
Systems, and electrical power controls for Naval Shipboard and Military Armored
Tracked Vehicle application. During such period, Mr. Wood has had extensive
contact with the military procurement, contract administration, engineering and
test qualifying locations, as well as with the government prime contractors to
the Department of Defense. Mr. Wood has served on numerous Ad-Hoc committees
for military engine generator specification review requirements and is
frequently consulted for solutions to problems encountered with military engine
generator systems by both the military and prime contractors to the Department
of Defense.
GERRY CHASTELET, was appointed to membership on the Board of Directors by
action of the incumbent Board taken as of March 31, 1999. Mr. Chastelet is
Chairman of the Board, Chief Executive Officer, President and a Director of
Digital Lightwave, Inc., a leading provider of optical network test and
management products. Mr. Chastelet is also currently a director of Waverider
Communications, Inc. From December 1995 to October 1998, Mr. Chastelet was
President, Chief Executive Officer and a Director of Wandel & Goltermann
Technologies, Inc., a $60 million global supplier of communications test and
measurement equipment. Prior to joining Wandel & Goltermann, Mr. Chastelet was
Vice President of Sales, Marketing and Service - Americas and Asia Pacific for
Network Systems Corporation. He also held senior management positions with
Gandalf Systems Corporation and Paradyne Corporation. He spent 15 years with
the IBM Corporation in various sales, service, marketing and management
positions. Mr. Chastelet has a degree in Electronic Engineering from Devry
Institute of Technology and is a graduate of the University of Toronto
Executive MBA Program.
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EDMUND F. MURPHY, JR., was appointed to membership on the Board of
Directors by action of the incumbent Board taken as of May 10, 1988. Since
1981, Mr. Murphy has functioned as the sole owner and Chief Executive of Murphy
Management Consultants, Inc., a Belleair, Florida based consulting firm
providing advice to emerging companies, particularly those engaged in the
manufacture and distribution of a proprietary product base. For the preceding
eight years he served as Senior Vice President of International Marketing for
Paradyne Corporation, a Largo, Florida based, publicly held distributor of data
communications equipment.
MARTIN L. POAD, was appointed to membership on the Board of Directors by
action of the incumbent Board taken as of November 19, 1998. Mr. Poad is the
founder, Chairman and Chief Executive Officer of Interlink Communication
Systems, Inc.(ICS), a value-added distribution company for data communications
equipment and internetworking products. Mr. Poad has significant expertise in
using the Internet for market development and on-line commerce. ICS has one
of the most complete web sites on the Internet. Prior to founding ICS,
Mr. Poad had been with the IBM Corporation for 19 years in various sales and
senior management positions. He held a number of senior management positions
with Paradyne Corporation and AT&T Paradyne, including Vice President of
Distribution. Mr. Poad is a graduate of Carnegie-Mellon University, majoring
in industrial management with a minor in mechanical engineering.
IV. Executive officers of the Registrant
Name Age Position
---- --- --------
Robert S. Wiggins 70 Chief Executive Officer,
Chairman of the Board
Raymond H. Legatti 68 President
Raymond B. Wood 65 Senior Vice President of Government
Operations and Marketing
Scott J. Loucks 38 Vice President of Finance,
Chief Financial Officer
ROBERT S. WIGGINS, has served as Chairman of the Board, Chief Executive
Officer and Director since March 1988. Additional biographical data on Mr.
Wiggins may be found in Section III above.
RAYMOND H. LEGATTI, served as the Company's President since the Company's
inception in 1981. Additional biographical data on Mr. Legatti may be found
in Section III above.
RAYMOND B. WOOD, has served as the Senior Vice President of Government
Operations and Marketing since the Company's inception in 1981. Additional
biographical data on Mr. Wood may be found in Section III above.
SCOTT J. LOUCKS, has served the Company in various capacities since March
1985. Mr. Loucks performed the duties of Information Technology Manager
for 4 years, of Controller for 8 years and of Vice President of Finance and
Chief Financial Officer since August 1996. Mr. Loucks has a Bachelor
of Science Degree in computer science and a Minor Degree in mathematics from
Florida State University. Mr. Loucks has also been a Director and the
Secretary of the Company's Honduran subsidiary, TRC/Honduras S.A. de C.V.,
since February 1997.
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V. Ratification of Selection of Independent Auditors
The Company's Board of Directors has selected the independent certified
public accounting firm of KPMG LLP to perform audit and related functions with
respect to the Company's accounts for its fiscal year ending March 31, 2001.
This is the seventeenth year that the firm has been selected to perform these
services for the Company.
The Board recommends ratification of its selection of KPMG LLP as the
Company's auditors. Should its selection be ratified, the Board reserves the
right to discharge and replace such firm of auditors without further
shareholder approval if it deems such a change to be in the best interests of
the Company.
One or more representatives of KPMG LLP will be in attendance at the
forthcoming annual shareholder meeting to respond to any appropriate questions
which may be raised by shareholders and to make any statement which they may
care to address to the attending shareholders.
VI. Proposal to approve the 2000 Long Term Incentive Plan
You are being asked to approve and adopt the Technology Research
Corporation 2000 Long Term Incentive Plan (the "Incentive Plan"). This Plan,
if approved, will provide the basis for future long-term compensation awards at
the Company, including incentive stock options and non-qualified stock options.
The plan's approval and adoption is critical to the Company's ability to
continue to attract and retain highly motivated and qualified employees and
directors, particularly in the competitive labor market that exists today. The
Board of Directors of the Company has reviewed and approved the Incentive Plan,
subject to shareholder approval, and recommends that the shareholders adopt the
Incentive Plan. The Incentive Plan will remain in effect as long as any awards
made under the Incentive Plan are outstanding; provided, however, that no
incentive stock option may be granted on a date that is more than ten years
from the date the Incentive Plan is adopted.
The Incentive Plan provides for the grant or sale of incentive stock
options or non-qualified stock options to acquire the Company's common stock
(collectively, the "Awards"). An aggregate of 300,000 shares of common stock
have been reserved for issuance under the Incentive Plan.
The Incentive Plan will replace the Company's 1993 Incentive Stock Option
Plan and Non-qualified Stock Option Plan as the Company's primary method of
awarding key employees with grants of stock options. Shares of common stock
remaining available for a grant under these earlier plans are almost exhausted.
The Incentive Plan is similar to the 1993 Incentive Stock Option Plan and Non-
Qualified Stock Option Plan, but is designed to increase administrative and
operational flexibility. The material features of the Incentive Plan are
summarized below.
-8-
Administration. The Incentive Plan will be administered by the
Compensation Committee of the Board of Directors, which currently consists of
three non-employee directors (the "Compensation Committee"). Subject to the
terms of the Incentive Plan, the Compensation Committee has full authority to
administer the Incentive Plan in all respects, including: (i) selecting the
individuals who are to receive options under the Incentive Plan; (ii) determin-
ing the specific form of any option grant and (iii) setting the specific terms
and conditions of each option grant. The Company's Chief Executive Officer is
also authorized to take ministerial actions as necessary to implement the
Incentive Plan.
Eligibility. Employees and other individuals, including but not limited
to Directors of the Company, who provide key services to the Company, its
affiliates and subsidiaries who, in the opinion of the Compensation Committee,
are in a position to make a significant contribution to the success of the
Company, its affiliates and subsidiaries are eligible for option grants under
the Incentive Plan. Only non-qualified stock options will be granted to the
Company's Directors.
Stock Options. The Incentive Plan authorizes the grant of options to
purchase shares of the Company's common stock, including options to employees
intended to qualify as incentive stock options within the meaning of Section
422 of the Internal Revenue Code of 1986, as amended (the "Code"), as well as
non-qualified options. The term of each option will not exceed 10 years and
each incentive stock option will be exercisable at a price per share that is
not less than one hundred percent of the fair market value of a share of the
Company's common stock on the date of the grant. The Compensation Committee is
authorized to determine the exercise price per share for any non-qualified
options that are granted under the Incentive Plan. Generally, optionees will
pay the exercise price of an option in cash or by check, although the
Compensation Committee may permit other forms of payment including payment
through the delivery of shares of the Company's common stock. Options granted
under the Incentive Plan are generally not transferrable (except at death or as
gifts to certain family members). At the time of grant or thereafter, the
Compensation Committee may determine the conditions under which granted stock
options will vest and remain exercisable.
Amendments. The Board of Directors may amend the Incentive Plan for any
purpose permitted by law, or may at any time terminate the Incentive Plan as to
future grants of Awards. The Compensation Committee may not, however, increase
the maximum number of shares of common stock issuable under the Incentive Plan
or change the description of the individuals that are eligible to receive
option grants under the Incentive Plan. In addition, no termination of or
amendment to the Incentive Plan may adversely affect the rights of a
participant with respect to any option previously granted under the Incentive
Plan without the participant's consent, unless the Company expressly reserves
the right to do so in writing at the time the option is made. To the extent
the Board of Directors desires the Incentive Plan to qualify under the Code,
certain amendments may require shareholder approval.
Federal Tax Treatment of Options Under the Incentive Plan. Under
applicable Code provisions, an employee will generally recognize no income
subject to federal income taxation upon either the grant or exercise of an
incentive stock option, although some optionees may be subject to an
alternative minimum tax on the difference between the fair market value of the
stock granted at the date of exercise and the exercise price of such shares.
-9-
For incentive options granted under the Incentive Plan, the Company will
not be permitted to take a deduction for federal income tax purposes as a
result of the grant or exercise by the option holder of the option. Generally,
if an optionee disposes of shares that have been issued upon exercise of an
incentive stock option more than two years from the date the option was granted
and more than one year after the exercise of the option, any gain on the
disposition of the option shares, equal to the difference between the sales
price for such shares and the option exercise price, will be treated as long-
term capital gain. In that case, the Company would not be entitled to a
deduction at the time the optionee sells the option shares.
For non-qualified options granted under the Incentive Plan, no taxable
income will be recognized by an optionee that has been granted a non-qualified
option, and the Company will not be allowed a deduction at that time. Upon the
exercise of the option, however, the amount, if any, by which the fair market
value of the shares on the date of exercise exceeds the option price will be
treated as ordinary income to the optionee in the year of exercise. Subject to
compliance with applicable tax reporting requirements, the Company will be
allowed an income tax deduction in the year of exercise of the option in an
amount equal to the amount the optionee recognizes as ordinary income. Capital
gains taxes may be payable by the optionee on the subsequent sale of the option
shares.
The affirmative vote of the holders of a majority of the shares of common
stock represented in voting at the meeting is required to approve the Incentive
Plan.
A copy of the Technology Research Corporation 2000 Long Term Incentive
Plan is attached as Exhibit "A".
THE BOARD OF DIRECTORS BELIEVES THAT APPROVAL OF THE
2000 LONG TERM INCENTIVE PLAN IS IN THE BEST INTEREST
OF ALL SHAREHOLDERS AND, ACCORDINGLY, RECOMMENDS A VOTE
FOR THE ADOPTION OF THE PROPOSED PLAN.
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VII. Executive Compensation
The tables that follow set forth for the years ended March 31, 1998, 1999
and 2000 all compensation paid to the Company's Chairman of the Board and Chief
Executive Officer and each of the other four most highly compensated executive
officers of the Company whose compensation exceeds $100,000. These tables
include a Summary Compensation Table, Option Grants and Aggregated Option
Exercises and Option Values table.
A. Summary Compensation Table
Long-Term
Annual Compensation (2)
Compensation (1) Awards
------------ ------
Name and Principal Stock All Other
Position Year Salary($) Bonus Options (#) Compensation($)
------------------ ---- --------- ----- ----------- ---------------
Robert S. Wiggins 2000 225,000 -0- -0- 300 (3)
Chairman of the 1999 225,000 -0- -0- 300 (3)
Board and CEO 1998 225,000 -0- -0- 300 (3)
Raymond H. Legatti 2000 125,000 -0- -0- 300 (3)
President 1999 112,925 -0- -0- 300 (3)
1998 108,900 -0- -0- 300 (3)
Raymond B. Wood 2000 125,000 -0- -0- 300 (3)
Senior Vice President 1999 100,352 -0- -0- 300 (3)
1998 92,136 10,000 -0- 300 (3)
Hamze M. Moussa 2000 101,460 -0- -0- 300 (3)
President of TRC/ 1999 63,444 -0- 4,500 300 (3)
Honduras S.A. de C.V. 1998 53,016 -0- -0- 300 (3)
Edward A. Schiff 2000 95,003 22,000 -0- 300 (3)
Vice President of U.S. 1999 90,000 -0- -0- 300 (3)
Commercial Sales and 1998 90,000 -0- -0- 300 (3)
Marketing
(1) The column for "Other Annual Compensation" has been omitted because there
is no compensation required to be reported in such column. The aggregate
amount of perquisites and other personal benefits provided to each of the
Company's Chairman of the Board and other named executives did not exceed the
lesser of $50,000 or 10% of the total of annual salary and bonus of such
officer.
(2) The columns "Restricted Stock Award" and "LTIP Payouts" have been deleted
because the Company does not currently offer either type of awards.
(3) The amount indicated consists of a matching contributions made by the
Company to its 401(k) Profit Sharing Plan.
-11-
B. Stock Option Grants
No stock options were granted to the Company's Chairman of the Board
or the other named executives of the Company during the fiscal year ended
March 31, 2000.
C. Aggregated Option Exercised
The following table discloses, for the Company's Chairman of the Board and
the other named executives, the number of options exercised, the number of
unexercised options, and the value of those unexercised options for the fiscal
year ended March 31, 2000.
Aggregated Option Exercises in Fiscal Year Ended
March 31, 2000 and Fiscal Year-End Option Values
Value of
Unexercised
Number of In-the-
Unexercised Money
Options at Options at
Fiscal Year- Fiscal Year-
End (#) End ($) (2)
Shares
Acquired on Value Exercisable/ Exercisable/
Name Exercise(#) Realized($)(1) Unexercisable Unexercisable
---- ----------- ----------- ------------- -------------
Robert S. Wiggins -0- -0- -0-/8,334 -0-/7,032 (3)
Raymond H. Legatti -0- -0- 3,900/7,800 3,291/6,581 (3)
Raymond B. Wood -0- -0- 3,900/7,800 3,291/6,581 (3)
Hamze M. Moussa -0- -0- 2,750/5,500 3,164/6,328 (3)
Edward A. Schiff -0- -0- 5,000/10,000 4,219/8,438 (3)
(1) An individual option holder, upon exercise of an option, does not receive
cash equal to the amount set forth in the Value Realized column of this table.
The amount set forth above reflects the increase in the price of the Company's
Common Stock from the date of grant to the price of the Company's Common Stock
on the option exercise date (i.e. $2.46875 per share on March 31, 2000),
multiplied by the applicable number of options. No cash is realized until the
shares received upon exercise of an option are sold.
(2) Options are "in-the-money" at the fiscal year end if the fair market value
of the underlying securities on such date exceeds the exercise price of the
option.
(3) These amounts represent the difference between the exercise price of such
stock options and the closing price of the Company's stock on March 31, 2000.
-12-
D. Director Compensation
Although from time to time the Company has granted non-qualified stock
options and, in some instances, incentive stock options to certain Directors,
no cash compensation or fees for attending meetings of the Board are paid to
Directors.
VIII. Proposals of Security Holders
Proposals of Security Holders intended to be presented at the Annual
Meeting of Shareholders of the Company to be held in August 2001, in order to
be included in the Company's proxy statement and form of proxy relating to such
meeting, must be received by the Company, at its executive offices, not later
than March 17, 2001. Shareholders who intend to present a proposal at the 2001
Annual Meeting of shareholders without inclusion of such proposal in the
Company's proxy materials are required to provide notice of such proposal to
the Company no later than June 1, 2001.
IX. Vote Required
A bare majority (2,727,878 shares) of the Company's outstanding common
capital stock will be necessary to constitute a quorum for the transaction of
business at the annual meeting, and each issue to be presented to the
shareholders for action will require the vote of a majority of the shares
represented at the meeting, either in person or by valid proxy. Members of
the Board of Directors currently are deemed to beneficially own 718,410 of the
Company's 5,455,756 shares of outstanding common stock, (13.1%), which will be
voted FOR the Board's nominees for the Board of Directors and approval of other
actions recommended in this proxy.
X. Compliance with Section 16(a) of The Exchange Act
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
that the Company's officers and directors, and persons who own more than ten
per cent of a registered class of the Company's Common Stock, file initial
statements of beneficial ownership (Form 3), and statements of changes in
beneficial ownership (Forms 4 or 5), of Common Stock and other equity
securities of the Company with the Securities and Exchange Commission ("SEC").
Officers, directors and greater than ten per cent shareholders are required by
SEC regulations to furnish the Company with copies of all such forms they file.
To the best of the Company's knowledge and belief, based solely on its
review of the copies of such forms received that include written
representations from certain reporting persons that no additional forms were
required to be filed by such persons, the Company believes that all filing
requirements applicable to its officers, directors and greater than ten per
cent beneficial owners were complied with during the recent fiscal year, except
with respect to one Form 4 filing of Mr. Murphy, Jr. and one Form 4 filing of
Mr. Wood, which were late. Specifically, on December 28, 1999, Mr. Murphy
sold 2,000 shares of the Company's common stock, which were recorded on his
Form 4 filing on January 19, 2000 (9 days late), and on each of the dates,
February 18, 2000 and February 22, 2000, Mr. Wood sold 200 and 1,800 shares of
the Company's common stock, respectively, which were recorded of his Form 4
filing on March 28, 2000 (18 days late).
-13-
XI. Other Matters
The management has no information that any other matter will be brought
before the Annual Meeting. If, however, other matters are presented, it is the
intention of the persons named in the accompanying form of proxy to vote the
proxy in accordance with their best judgment, discretionary authority to do so
being included in the proxy.
XII. Requests for Copies of Form 10-K
THE COMPANY WILL MAIL, WITHOUT CHARGE, TO ANY SHAREHOLDER OF RECORD OF COMMON
STOCK AS OF JULY 7, 2000, AND UPON WRITTEN REQUEST, A COPY OF THE COMPANY'S
ANNUAL REPORT ON FORM 10-K, INCLUDING CONSOLIDATED FINANCIAL STATEMENTS,
SCHEDULES, AND LISTS DESCRIBING ALL EXHIBITS THERETO. REQUESTS SHOULD BE
ADDRESSED TO:
TECHNOLOGY RESEARCH CORPORATION
5250 140th AVENUE NORTH
CLEARWATER, FLORIDA 33760
ATTENTION: SCOTT J. LOUCKS
SUCH INFORMATION SHALL ALSO BE MAILED TO ANY REQUESTING INDIVIDUAL NOT A
SHAREHOLDER OF RECORD WHO REPRESENTS IN WRITING THAT HE IS A BENEFICIAL OWNER
OF THE CORPORATION'S COMMON STOCK AS OF JULY 7, 2000.
A COPY OF THE COMPANY'S PUBLIC FILINGS, INCLUDING 10-Ks, 10-Qs AND PROXIES, CAN
ALSO BE SECURED FROM THE SECURITIES AND EXCHANGE COMMISSION'S "EDGAR" SYSTEM.
-14-
EXHIBIT A
TECHNOLOGY RESEARCH CORPORATION
2000 LONG TERM INCENTIVE PLAN
SECTION 1
GENERAL
SECTION 1.1 Purpose. The Technology Research Corporation 2000 Long Term
Incentive Plan (the "Plan") has been established by Technology Research
Corporation (the "Company") to (i) attract and retain key management employees
who are expected to make significant contributions to the success of the
Company; (ii) motivate such key employees, by means of appropriate incentives,
to achieve the Company's long-range goals; (iii) provide incentive compensation
opportunities that are competitive with those of other similar companies; (iv)
compensate its Directors in lieu of cash compensation; and (v) further identify
such key employees' interests with those of the Company's other shareholders
through compensation incentives that are based on the performance of the
Company's common stock; and thereby promote the long-term financial interests
of the Company, including the growth in value of the Company's equity and
enhancement of long-term shareholder return. Unless otherwise defined herein,
all capitalized terms are defined in Section 7 herein.
SECTION 1.2 Participation. Subject to the terms and conditions of the Plan,
the Committee shall determine and designate, from time to time, from among the
Eligible Employees, those persons who will be granted one or more Awards under
the Plan, and thereby become "Participants" in the Plan. In the discretion of
the Committee, a Participant may be granted any Award permitted under the
provisions of the Plan and more than one Award may be granted to each
Participant. Awards may be granted as alternatives to or replacement of awards
outstanding under the Plan, or any other plan or arrangement of the Company or
a Related Company (including a plan or arrangement of a business or entity, all
or a portion of which is acquired by the Company or a Related Company).
SECTION 1.3 Name of Plan. The name of this Plan shall be known as the
Technology Research Corporation 2000 Long Term Incentive Plan.
SECTION 1.4 Administration. Subject to the express provisions of the Plan,
the Committee has the authority to interpret the Plan; determine eligibility
for and grant Awards; determine, modify or waive the terms and conditions of
any Award; prescribe forms, rules and procedures (which it may modify or
waive); provide Awards to employees of subsidiary corporations or non-U.S.
citizens that are employed by the Company or a Related Company; and otherwise
do all things necessary to implement the Plan. Once a written agreement
evidencing an Award hereunder has been provided to a Participant, the Committee
may not, without the Participant's consent, alter the terms of the Award so as
to affect adversely the Participant's rights under the Award, unless the
Committee expressly reserved the right to do so in writing at the time of such
delivery. In the case of any Award intended to be eligible for the performance-
based compensation exception under Section 162(m), the Committee may modify the
terms of the Plan or may create one or more subplans, in each case on such
terms as it deems necessary or appropriate; provided, however, that no such
action by the Committee shall increase the total number of shares issuable
hereunder.
1
SECTION 2
OPTIONS
SECTION 2.1 Definitions. The grant of an "Option" entitles the Participant to
purchase shares of Stock at an exercise price established by the Committee.
Options granted under this Section 2 may be either Incentive Stock Options or
Non-Qualified Stock Options, as determined in the discretion of the Committee.
An "Incentive Stock Option" is an Option that is intended to satisfy the
requirements applicable to an "incentive stock option" described in Section
422(b) of the Code. A "Non-Qualified Option" is an Option that is not intended
to be an "incentive stock option", as that term is described in section 422(b)
of the Code.
SECTION 2.2 Exercise Price. The "Exercise Price" of each Option granted under
this Section 2 shall be established by the Committee or shall be determined by
a method established by the Committee at the time the Option is granted; except
that the Exercise Price for any incentive stock option shall not be less than
100% of the Fair Market Value of a share of Stock as of the Pricing Date. For
purposes of the preceding sentence, the "Pricing Date" shall be the date on
which the Option is granted, except that the Committee may provide that:
(i) the Pricing Date is the date on which the recipient is hired or promoted
(or similar event) if the grant of the Option occurs not more than 90 days
after the date of such hiring, promotion or other event; and (ii) if an Option
is granted in tandem with, or in substitution for, an outstanding Award, the
Pricing Date is the date of grant of such outstanding Award.
SECTION 2.3 Expiration Date. The "Expiration Date" with respect to an Option
means the date the Option is deemed to expire, as determined by the Committee
at the time of the grant; provided, however, that the Expiration Date with
respect to any Option shall not be later than the earliest to occur of:
(a) the ten-year anniversary of the date on which the Option is granted;
(b) if the Participant's date of termination occurs by reason of death
or disability, the one-year anniversary of such date of termination;
(c) if the Participant's date of termination occurs by reason of
retirement, the three year anniversary of such date of termination;
(d) if the Participant's date of termination occurs for reasons other
than Retirement, death or Disability, the 90-day anniversary of such date of
termination; subject, however, to the terms of the applicable Option Agreement
approved by the Committee.
(e) If the Participant dies while the Option is otherwise exercisable,
the Expiration Date may be later than the dates set forth above, provided
that it is not later than the first anniversary of the date of death. Notwith-
standing the foregoing provisions of this subsection 2.3, the Committee shall
be authorized to extend the Expiration Date for any non-qualified stock options
granted under the Plan; subject, however, to the terms of the applicable Option
Agreement approved by the Committee.
2
SECTION 2.4 Settlement of Award. Distribution following exercise of an Option
and shares of Stock distributed pursuant to such exercise shall be subject to
such conditions, restrictions and contingencies as the Committee may establish.
The Committee, in its discretion, may impose such conditions, restrictions and
contingencies with respect to shares of Stock acquired pursuant to the exercise
of an Option as the Committee determines to be desirable.
SECTION 2.5 Other Restrictions. Incentive Stock Options and Non-qualified
Stock Options may be granted under the Plan in such numbers, at such prices and
on such terms and conditions as the Committee shall determine, including the
cancellation of existing options and issuance of a replacement option, provided
that such options shall comply with and be subject to the following terms and
conditions:
(a) Annual Grant Limitation. No employee shall be granted an Incentive
Stock Option to the extent that the aggregate Fair Market Value of Shares made
subject to such option (determined as of the date such option is granted) which
are exercisable for the first time by a key employee during any one calendar
year exceeds the sum of $100,000 (the "Limitation Amount"). Incentive Stock
Options granted under the Plan and all other plans of the Company or affiliated
entity of the Company shall be aggregated for purposes of determining whether
the Limitation Amount has been exceeded. The Committee may impose such
conditions as it deems appropriate on an Incentive Stock Option to ensure that
the foregoing requirement is met. If any Incentive Stock Options that are
granted under the Plan have an aggregate Fair Market Value that exceeds the
Limitation Amount, the excess Options will be treated as Non-qualified Stock
Options to the extent permitted by law.
(b) Option Agreement. All options granted under the Plan shall be
evidenced by a written option agreement stating the number of shares capable of
being purchased upon its exercise and otherwise in such form as the Committee
may periodically approve and containing such terms and conditions, including
the period of exercise and whether in installments or otherwise, as shall be
contained therein, which need not be the same for all options.
(c) Date of Grant. The date on which an option grant is approved by the
Committee shall be considered the date on which such option is granted (the
"Date of Grant"), and shall be reflected in the option agreement. All options
under this Plan shall be granted within 10 years of the date this Plan is
adopted.
(d) Exercise Price. Each option agreement shall state the purchase price
of each Share capable of being acquired upon exercise of the option, which
price shall be determined by the Committee with respect to each option granted.
For any Incentive Stock Options granted under the Plan, the exercise price
shall not be less than ONE HUNDRED PERCENT (100%) of the fair market value of
each such Share on the Date of Grant (or, in the case of any optionholder
owning more than ten percent of the voting power of all classes of stock of the
Company, not less than ONE HUNDRED AND TEN PERCENT (110%) of the Fair Market
Value of the Shares on the Date of Grant). In the event that Share prices are
not published for the Date of Grant, such value shall be determined in
accordance with such rules as may be established by the Committee.
3
(e) Option Exercise. All options granted under the Plan become
exercisable at such times and in such installments (which may be cumulative) as
the Committee shall provide in the terms of each individual option. All Vested
Options and Options that have become exercisable from time to time may be
exercised in whole or in part in accordance with the terms of the applicable
Stock Option Agreement; provided, however, that the Committee shall be
authorized to require that any partial exercise be with respect to a minimum
number of Shares.
(f) Forfeiture or Exercise of Option. In the event that a Participant
ceases employment with the Company, all options shall be forfeited, or be
exercised, as follows:
(1) In the event of a Participant's termination of employment, any
Options that are not vested shall be forfeited in accordance with the
terms of each Option Agreement and any Vested Option shall be exercised
within three months of the date of termination (or such period of exercise
that the terms of the applicable Stock Option Agreement may permit).
(2) Upon the disability of a Participant, the Participant's Vested
Options shall be exercisable within twelve months (or such shorter period
as the Code or the period of exercise that the terms of the applicable
Stock Option Agreement may permit) of the Participant's date of disability.
(3) If the Participant dies while in the employment of the Company,
the Participant's estate, personal representative, or designated
beneficiary shall have the right to exercise such Vested Options within
one year of the Participant's death (or such shorter period as the Code or
period of exercise that the terms of the applicable Stock Option Agreement
may permit).
(4) If the Participant's date of termination occurs by reason of
retirement, the three year anniversary of such date of termination;
(g) Mechanics of Exercise. A person entitled to exercise any portion of
an option granted under the Plan may exercise the same at anytime, either in
whole or in part, by delivering written notice of exercise to the office of the
Secretary of the Company or to such other location as may be designated by the
Committee, specifying therein the number of Shares with respect to which the
option is being exercised, which notice shall be accompanied by payment in full
of the purchase price of the Shares being acquired. If any adjustment has been
effected so as to establish a right by an optionholder to acquire a fractional
share, such fraction shall be rounded upward to the next whole number.
(h) Payment of Exercise Price. The Committee may determine the required
or permitted forms of payment, subject to the following: (i) payment may be
made wholly or partly in cash; (ii) through the delivery of shares of Stock
which have been outstanding for at least six months (unless the Committee
approves a shorter period) and which have a fair market value equal to the
exercise price; (iii) by delivery of an unconditional and irrevocable
undertaking by a broker to deliver promptly to the Company sufficient funds to
pay the exercise price through a "cashless exercise" arrangement which permits
the Participant to simultaneously exercise an option and sell the Shares
thereby acquired and enable the broker to use the proceeds from such sale as
payment for the exercise price of such option; or (iv) by any combination of
the foregoing permissible forms of payment.
4
(i) Investment Purpose. Unless the Committee chooses to register or
qualify the Shares under the Securities Act of 1933, as amended (the "Act"),
each option is granted on the express condition that the purchase of Shares
upon an exercise thereof shall be made for investment purposes only and not
with a view to their resale or further distribution unless such Shares, at the
time of their issuance and delivery, are registered under the Securities Act,
or, alternatively, at some time following such issuance their resale is
determined by counsel for the Company to be exempt from the registration
requirements of the Act and of any other applicable law, regulation or ruling.
Any Shares so registered shall be promptly listed with each securities exchange
through which any class of the Company's capital stock or other securities are
traded.
(j) Legal Conditions on Delivery of Shares. The Company will not be
obligated to deliver any shares of Stock pursuant to the Plan or to remove any
restrictions from shares of Stock previously delivered under the Plan until the
Company's counsel has approved all legal matters in connection with the
issuance and delivery of such shares; if the Company's shares of common stock
is at the time of delivery listed on any stock exchange or national market
system, the shares to be delivered have been listed or authorized to be listed
on such exchange or system upon official notice of issuance; and all conditions
of the Award have been satisfied or waived. If the sale of Stock has not been
registered under the Securities Act of 1933, as amended, the Company may
require, as a condition to exercise of the Award, such representations or
agreements as counsel for the Company may consider appropriate to avoid
violation of such Act. The Company may require that any certificates
evidencing Stock issued under the Plan bear an appropriate legend reflecting
any restriction on transfer applicable to such Stock.
SECTION 3
OTHER STOCK AWARDS
SECTION 3.1 Definition. A Stock Award is a grant of a right to receive shares
of Stock in the future.
SECTION 3.2 Restrictions on Stock Awards. Each Stock Award shall be subject
to such conditions, restrictions and contingencies as the Committee shall
determine. These may include continuous service and/or the achievement of
certain Performance Measures. The Committee may designate a single goal
criterion or multiple goal standard for performance measurement purposes, with
the measurement based on individual or Company performance as compared with
that of competitive companies.
5
SECTION 4
OPERATION AND ADMINISTRATION
SECTION 4.1 Effective Date. In accordance with the approval of the
shareholders of the Company at the Company's 2000 annual meeting of its
shareholders, the Plan went into effect as of March 24, 2000 (the "Effective
Date"). The Plan shall be unlimited in duration and, in the event of Plan
termination, shall remain in effect as long as any Awards under it are
outstanding; provided, however, that, to the extent required by the Code, no
Incentive Stock Options may be granted under the Plan on a date that is more
than ten years from the date the Plan is adopted or, if earlier, the date the
Plan is approved by shareholders.
SECTION 4.2 Limits on Award Under the Plan.
(a) Number of Shares. A maximum of 300,000 shares of Stock may be
delivered in satisfaction of Awards under the Plan. For purposes of the
preceding sentence, shares that have been forfeited in accordance with the
terms of the applicable Award and shares held back in satisfaction of the
exercise price or tax withholding requirements from shares that would otherwise
have been delivered pursuant to an Award shall not be considered to have been
delivered under the Plan. Also, the number of shares of Stock delivered under
an Award shall be determined net of any previously acquired Shares tendered by
the Participant in payment of the exercise price or of withholding taxes.
(b) Type of Shares. Stock delivered by the Company under the Plan may be
authorized but unissued Stock or previously issued Stock acquired by the
Company and held in treasury. No fractional shares of Stock will be delivered
under the Plan.
(c) Forfeiture of Options. Any shares of Stock granted under the Plan
that are forfeited because of the failure to meet an Award contingency or
condition shall again be available for delivery pursuant to new Awards granted
under the Plan. To the extent any shares of Stock covered by an Award are not
delivered to a Participant or beneficiary because the Award is forfeited or
canceled, such shares shall not be deemed to have been delivered for purposes
of determining the maximum number of shares of Stock available for delivery
under the Plan.
(d) Use of Shares as Payment. If the exercise price of any stock option
granted under the Plan is satisfied by tendering shares of Stock to the Company
(by either actual delivery or by attestation), only the number of shares of
Stock issued net of the shares of Stock tendered shall be deemed delivered for
purposes of determining the maximum number of shares of Stock available for
delivery under the Plan.
(e) Substitution of Shares. Shares of Stock delivered under the Plan in
settlement, assumption or substitution of outstanding awards (or obligations to
grant future awards) under the plans or arrangements of another entity shall
not reduce the maximum number of shares of Stock available for delivery under
the Plan, to the extent that such settlement, assumption or substitution
results from the Company or a Related Company acquiring another entity (or an
interest in another entity).
6
(f) Adjustment of Number of Shares. In the event of a corporation
transaction involving the Company (including, without limitation, any stock
dividend, stock split, extraordinary cash dividend, recapitalization,
reorganization, merger, consolidation, split-up, spin-off, combination or
exchange of shares), the Committee may adjust Awards to preserve the benefits
or potential benefits of the Awards. Action by the Committee may include
adjustment of: (i) the number and kind of shares which may be delivered under
the Plan; (ii) the number and kind of shares subject to outstanding Awards; and
(iii) the exercise price of outstanding Options; as well as any other
adjustments that the Committee determines to be equitable.
(g) Vesting. Without limiting the generality of Section 1.4, the
Committee may determine the time or times at which an Award will vest (i.e.,
become free of forfeiture restrictions) or become exercisable and the terms on
which an Award requiring exercise will remain exercisable.
Unless the Committee expressly provided otherwise, a Participant's
"employment or other service relationship with the Company and any Related
Company" will be deemed to have ceased when the individual is no longer
employed by or in a service relationship with the Company or any Related
Company. Except as the Committee otherwise determines, with respect to a
Participant who is an employee of the Company or any Related Company, such
Participant's "employment or other service relationship with the Company and
any Related Company" will not be deemed to have ceased during a military, sick
or other bona fide leave of absence if such absence does not exceed 180 days
or, if longer, so long as the Participant retains a right by statute or by
contract to return to employment or other service relationship with the Company
and any Related Company.
SECTION 4.3 Limit on Distribution. Distribution of shares of Stock or other
amounts under the Plan shall be subject to the following:
(a) Compliance with Securities Laws. Notwithstanding any other provision
of the Plan, the Company shall have no liability to deliver any shares of Stock
under the Plan or make any other distribution of benefits under the Plan unless
such delivery or distribution would comply with all applicable laws (including,
without limitation, the requirements of the Securities Act of 1933), and the
applicable requirements of any securities exchange or similar entity.
(b) Issuance Without Certificates. To the extent that the Plan provides
for issuance of stock certificates to reflect the issuance of shares of Stock,
the issuance may be effected on a non-certificated basis, to the extent not
prohibited by applicable law or the applicable rules of any stock exchange.
SECTION 4.4 Tax Withholding. Whenever the Company proposes or is required to
distribute Stock under the Plan, the Company may require the recipient to remit
to the Company an amount sufficient to satisfy any Federal, state and local tax
withholding requirements prior to the delivery of any certificate for such
shares or, in the discretion of the Committee, the Company may withhold from
the shares to be delivered shares sufficient to satisfy all or a portion of
such tax withholding requirements.
7
SECTION 4.5 Payment Shares. Subject to the overall limitation on the number
of shares of Stock that may be delivered under the Plan, the Committee may use
available shares of Stock as the form of payment for compensation, grants or
rights earned or due under any other compensation plans or arrangements of the
Company or a Related Company, including the plans and arrangements of the
Company or a Related Company acquiring another entity (or an interest in
another entity).
SECTION 4.6 Transferability. Except as otherwise provided by the Committee,
Awards under the Plan are not transferable except as designated by the
Participant by will or by the laws of descent and distribution. Notwith-
standing anything in this Section to the contrary, the Participant may transfer
an option granted under this Plan to or for the benefit of his or her immediate
family (including, without limitation, to a trust for the benefit of the
Participant's immediate family or to a partnership or limited family partner-
ship or other entity established for the benefit of one or more members of the
Participant's family), subject to such limits as the Committee may establish.
Each transferee shall remain subject to all the terms and conditions applicable
to the option prior to such transfer.
SECTION 4.7 Form and Time of Elections. Unless otherwise specified herein,
each election required or permitted to be made by any Participant or other
person entitled to exercise an option under the Plan, and any permitted
modification, or revocation thereof, shall be in writing filed with the
Committee at such times, in such form, and subject to such restrictions and
limitations, not inconsistent with the terms of the Plan, as the Committee
shall require.
SECTION 4.8 Agreement With Company. At the time of an Award to a Participant
under the Plan, the Committee may require a Participant to enter into an
agreement with the Company (the "Agreement") in a form specified by the
Committee, agreeing to the terms and conditions of the Plan and to such
additional terms and conditions, not inconsistent with the Plan, as the
Committee may, in its sole discretion, prescribe.
SECTION 4.9 Limitation of Implied Rights.
(a) No Collateral or Secured Interest. Neither a Participant nor any
other person shall, by reason of the Plan, acquire any right in or title to any
assets, funds or property of the Company or any Related Company whatsoever,
including, without limitation, any specific funds, assets, or other property
which the Company or any Related Company, in their sole discretion, may set
aside in anticipation of a liability under the Plan. A Participant shall have
only a contractual right to the stock payable under the Plan, unsecured by any
assets of the Company or any Related Company. Nothing contained in the Plan
shall constitute a guarantee that the assets of such companies shall be
sufficient to pay any benefits to any person.
(b) No Guarantee of Employment. The Plan does not constitute a contract
of employment, and the receipt of any option grant will not give any employee
the right to be retained in the employ of the Company or any Related Company,
nor any right or claim to any benefit under the Plan, unless such right or
claim has specifically accrued under the terms of the Plan. Except as otherwise
provided in the Plan, no Award under the Plan shall confer upon the holder
thereof any right as a shareholder of the Company prior to the date on which
the individual fulfills all conditions for receipt of such rights.
8
SECTION 4.10 Evidence. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person acting
on it considers pertinent and reliable, and signed, made or presented by the
proper party or parties.
SECTION 4.11 Action by Company or Related Company. Any action required or
permitted to be taken by the Company or any Related Company shall be by
resolution of its board of directors, or by action of one or more members of
the board (including a committee of the board) who are duly authorized to act
for the board, or (except to the extent prohibited by applicable law or
applicable rules of any stock exchange) by a duly authorized officer of the
company.
SECTION 5
COMMITTEE
SECTION 5.1 Administration. The authority to control and manage the operation
and administration of the Plan shall be vested in a committee (the "Committee")
in accordance with this Section 5.
SECTION 5.2 Selection of Committee. The Committee shall be selected by the
Board, and shall consist of two or more members of the Board.
SECTION 5.3 Powers of Committee. The authority to manage and control the
operation and administration of the Plan shall be vested in the Committee,
subject to the following:
(a) Grant of Awards. Subject to the provisions of the Plan, the
Committee will have the authority and discretion to select from among the
Eligible Employees or Eligible Directors those persons who shall receive
Awards, to determine the time or times of receipt, to determine the types of
Awards and the number of shares covered by the Awards, to establish the terms,
conditions, performance criteria, restrictions, and other provisions of such
Awards, and (subject to the restrictions imposed by Section 6) to cancel or
suspend Awards. In making such Award determinations, the Committee may take
into account the nature of services rendered by the individual, the
individual's present and potential contribution to the Company's success and
such other factors as the Committee deems relevant.
(b) Section 162(m) Limits. Subject to the provisions of the Plan, the
Committee will have the authority and discretion to determine the extent to
which Awards under the Plan will be structured to conform to the requirements
applicable to performance-based compensation as described in Section 162(m) of
the Code, and to take such action, establish such procedures, and impose such
restrictions at the time such Awards are granted as the Committee determines to
be necessary or appropriate to conform to such requirements.
(c) Interpretation of Plan. The Committee will have the authority and
discretion to interpret the Plan, to establish, amend, and rescind any rules
and regulations relating to the Plan, to determine the terms and provisions of
any agreements made pursuant to the Plan, and to make all other determinations
that may be necessary or advisable for the administration of the Plan.
9
(d) Final Authority. Any interpretation of the Plan by the Committee and
any decision made by it under the Plan is final and binding.
(e) Time of Grant. Except as otherwise expressly provided in the Plan,
where the Committee is authorized to make a determination with respect to any
Award, such determination shall be made at the time the Award is made, except
that the Committee may reserve the authority to have such determination made by
the Committee in the future (but only if such reservation is made at the time
the Award is granted and is expressly stated in the Agreement reflecting the
Award).
(f) Action by Committee. In controlling and managing the operation and
administration of the Plan, the Committee shall act by a majority of its then
members, by meeting or by writing filed without a meeting. The Committee shall
maintain and keep adequate records concerning the Plan and concerning its
proceedings and acts in such form and detail as the Committee may decide.
SECTION 5.4 Delegation by Committee. Except to the extent prohibited by
applicable law or the applicable rules of a stock exchange, the Committee may
allocate all or any portion of its responsibilities and powers to any one or
more of its members and may delegate all or any part of its responsibilities
and powers to any person or persons selected by it. Any such allocation or
delegation may be revoked by the Committee at any time.
SECTION 5.5 Information to be Furnished to Committee. The Company and Related
Companies shall furnish the Committee with such data and information as may be
required for it to discharge its duties. The records of the Company and Related
Companies as to an employee's or Participant's employment, termination of
employment, leave of absence, reemployment and compensation shall be conclusive
on all persons unless determined to be incorrect. Participants and other
persons entitled to benefits under the Plan must furnish the Committee such
evidence, data or information as the Committee considers desirable to carry out
the terms of the Plan.
SECTION 6
AMENDMENT AND TERMINATION
The Board may, at any time, amend or terminate the Plan, provided that,
subject to subsection 4.2 (relating to certain adjustments to shares), no
amendment or termination may, in the absence of written consent to the change
by the affected Participant (or, if the Participant is not then living, the
affected beneficiary), adversely affect the rights of any Participant or
beneficiary under any Award granted under the Plan prior to the date such
amendment is adopted by the Board.
10
SECTION 7
DEFINED TERMS
For purposes of the Plan, the terms listed below shall be defined as
follows:
(a) Award. The term "Award" shall mean any award or benefit granted to
any Participant under the Plan, including, without limitation, the grant of
Options.
(b) Board. The term "Board" shall mean the Board of Directors of the
Company.
(c) Code. The term "Code" means the Internal Revenue Code of 1986, as
amended. A reference to any provision of the Code shall include reference to
any successor provision of the Code.
(d) Committee. The term "Committee" shall mean those persons selected
by the board to administer the provisions of the Plan.
(e) Disability. The term "Disability" shall mean the inability of a
Participant to engage in any substantial, gainful activity by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or which has lasted or can be expected to last for a continuous
period of not less than twelve months.
(f) Eligible Employee or Eligible Director. The term "Eligible Employee"
or "Eligible Director" shall mean any employee or director of the Company or a
Related Company that performs key services for such Company or a Related
Company. For any incentive stock options granted under the Plan, Eligible
Employee must be deemed to be a key executive or management employee of the
Company or a Related Company.
(g) Fair Market Value. For purposes of determining the "Fair Market
Value" of a share of Stock, the following rules shall apply:
(1) If the Stock is at the time listed or admitted to trading on any
stock exchange, then the "Fair Market Value" shall be the mean between the
lowest and highest reported sale prices of the Stock on the date in
question on the principal exchange on which the Stock is then listed or
admitted to trading. If no reported sale of Stock takes place on the date
in question on the principal exchange, then the reported closing asked
price of the Stock on such date on the principal exchange shall be
determinative of "Fair Market Value."
(2) If the Stock is not at the time listed or admitted to trading on
a stock exchange, the "Fair Market Value" shall be the mean between the
lowest reported bid price and highest reported asked price of the Stock on
the date in question in the over-the-counter market, as such prices are
reported in a publication of general circulation selected by the Committee
and regularly reporting the market price of Stock in such market.
(3) If the Stock is not listed or admitted to trading on any stock
exchange or traded in the over-the-counter market, the "Fair Market Value"
shall be as determined in good faith by the Committee.
11
(h) Participant. The term "Participant" means those persons that have
been granted an Option by the Committee under the terms of the Plan.
(i) Performance Measures. The term "Performance Measures" means those
criteria established by the committee to measure individual or Company
performance, including relevant standards imposed to compare Company
performance against the results of comparable companies and any individually
designed and measurement standards selected by the Company.
(j) Related Companies. For purposes of this Agreement, the term "Related
Company" means (i) any corporation, partnership, joint venture or other entity
during any period in which it owns, directly or indirectly, at least fifty
percent of the voting power of all classes of stock of the Company (or
successor to the Company) entitled to vote; and (ii) any corporation,
partnership, joint venture or other entity during any period in which at least
a fifty percent voting or profits interest is owned, directly or indirectly, by
the Company, by any entity that is a successor to the Company, or by any entity
that is a Related Company by reason of clause (i) next above.
(k) Retirement. The term "Retirement" means the age or years of service
requirements established by the Committee to be used in determining the
exercisability of any Option and vesting of such Option.
(l) Stock or Shares. The term "Stock" or "Shares" shall mean shares of
common stock of the Company.
(m) Vested Option. The term "Vested Option" means an option that is not
subject to forfeiture and may be exercised by the Participant in accordance
with its terms. For purposes of the Plan, a Vested Option may vest over a
period of time in incremental amounts as determined on the basis of performance
measures or completion of a period of service.
12
TECHNOLOGY RESEARCH CORPORATION
APPENDIX A - PROXY CARD
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS-TO BE HELD AUGUST 24, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Each of the undersigned, as the owner(s) as of July 7, 2000 of common stock of
Technology Research Corporation, a Florida corporation(the "Company") hereby
appoints Robert S. Wiggins, Chairman of the Board and Scott J. Loucks, Chief
Financial Officer, and each of them, jointly and severally, as attorney-in-fact
and proxy, each with full power of substitution for the limited purpose of
voting all shares of the common stock owned by the undersigned at the Annual
Meeting of Shareholders of the Company to be held at the Summit Conference
Center, 13575 58th Street, North, Clearwater, Florida(Rubin Icot Center,
Ulmerton Road) at 2:30 P.M., local time, August 24, 2000, and at any
adjournments thereof, but only in accordance with the following instructions:
If you are unable to attend the meeting personally, the Board of Directors
requests that you complete and mail the proxy to insure adequate shareholder
representations at the Meeting. As this proxy is being solicited by the Board
of Directors, you are encouraged to contact any member of the incumbent Board
if you have any question concerning this proxy or the matters referenced
herein.
(Continued on reverse side)
<TABLE>
<S> <C> <C>
1. Election of Directors Nominees: Robert S. Wiggins, Raymond H. Legatti, 2. Approval of KPMG LLP, Certified
Raymond B. Wood, Gerry Chastelet, Public Accountants, as independent
Edmund F. Murphy, Jr., Martin L. Poad auditors of the company for operating
FOR all WITHHOLD year ending March 31, 2001
nominees listed AUTHORITY
to the right to vote for all (Instruction: To withhold authority to vote
(except as marked nominees listed for any individual nominee listed above,
to the contrary) to the right strike a line through the nominee's name FOR AGAINST ABSTAIN
___ ___ ___ ___ ___
3. Approval of 2000 Long Term 4. In accordance with their best This proxy, when properly executed, will
Incentive Plan judgment on any other matter be voted in the manner directed herein by
that may properly be voted the undersigned shareholder(s). If none
FOR AGAINST ABSTAIN upon at the meeting. of the choices specified in any of the
Proposals 1, 2 or 3 shall be marked, the
___ ___ ___ named proxy is authorized and directed to
vote as described therein and in
accordance with that certain Proxy
Statement dated July 14, 2000
Dated: _____________________________, 2000
__________________________________________
(Signature)
__________________________________________
(Printed Name)
If signing in a fiduciary or representative
capacity, please give full title as such.
If signing as a corporate officer, please
give your title and full name of the
corporation; or if ownership is in more
than one name, each additional owner should
sign.
PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
</TABLE>
