SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
UNIVIEW TECHNOLOGIES CORPORATION
(Name of Registrant as Specified In Its Charter)
None
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules l4a-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:
UNIVIEW TECHNOLOGIES CORPORATION
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held December 9, 1999
To the Shareholders of UNIVIEW TECHNOLOGIES CORPORATION:
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders
of uniView Technologies Corporation, a Texas corporation, (the
"Company"), will be held at 17300 North Dallas Parkway, Suite 2050,
Dallas, Texas 75248, on December 9, 1999, at 4:30 P.M., Texas time, for
the following purposes:
1. Election of directors to serve until the next Annual Meeting of
Shareholders or until their respective successors are elected
and qualified.
<PAGE>
2. Ratification of the appointment of Grant Thornton LLP as
independent auditors for the Company for fiscal year ending
June 30, 2000.
3. Approval of the Company's 1999 Equity Incentive Plan.
4. Ratification of stock options granted to employees and
directors.
5. Transaction of such other business as may properly come
before the meeting or any postponements or adjournments thereof
(the "Annual Meeting.")
Only those Shareholders of record at the close of business on
October 29, 1999 will be entitled to receive notice of, and vote at the
meeting.
Your attention is called to the enclosed Proxy Statement.
By Order of the Board of Directors,
/s/ Billy J. Robinson
Billy J. Robinson
Secretary
Dallas, Texas
November 5, 1999
UNIVIEW TECHNOLOGIES CORPORATION
10911 Petal Street
Dallas, Texas 75238
(214 503-8880
_________________________
PROXY STATEMENT
_________________________
Annual Meeting of Shareholders
December 9, 1999
INTRODUCTION
This Proxy Statement and the accompanying form of proxy are first
being mailed to shareholders of uniView Technologies Corporation (the
"Company") on or about November 9, 1999, in connection with the
solicitation of proxies on behalf of the Board of Directors for use at
the Annual Meeting of Shareholders of the Company (the "Annual Meeting")
to be held at 17300 North Dallas Parkway, Suite 2050, Dallas, Texas
75248, on December 9, 1999, at 4:30 P.M., Texas time, and any
postponement or adjournment thereof.
Our Annual Report on Form 10-K, without exhibits, accompanies this
Proxy Statement. We will furnish a copy of any exhibit upon payment of
our reasonable expenses in furnishing such exhibit. Requests for a copy
of any exhibit should be addressed to: Investor Relations, uniView
Technologies Corporation, 10911 Petal Street, Dallas, Texas 75238.
<PAGE>
PROXY SOLICITATION
When proxies in the accompanying form are properly executed and
returned, the shares that they represent will be voted at the Annual
Meeting in accordance with the instructions marked thereon. Executed but
unmarked proxies will be voted FOR the election of the nominees for
director named in the proxy and FOR all proposals. If any other matters
are properly brought before the Annual Meeting, the persons named in the
accompanying proxy will vote the shares represented by such proxy in
accordance with their judgment on those matters. The persons named as
proxies in the accompanying form of proxy were selected by the Board of
Directors.
Any shareholder giving a proxy has the power to revoke it at any
time by written notice given to and received by the Secretary of the
Company prior to the Annual Meeting, or any postponement or adjournment
thereof, or upon request if the shareholder is present at the Annual
Meeting and chooses to vote in person. Whether or not you plan to attend
the Annual Meeting, please sign and date the enclosed proxy and return it
promptly in the accompanying envelope in order to be sure that your
shares will be voted at the Annual Meeting.
The Company is making the solicitation of proxies and will bear the
expense. In addition to the solicitation of proxies by mail,
solicitation may be made by our directors, officers and employees by
telephone, telecopy, telegraph or in person. No additional compensation
will be paid to such persons for the solicitation of proxies. To solicit
proxies, we also will request the assistance of banks, brokerage houses
and other custodians, nominees and fiduciaries and, upon request, will
reimburse such organizations or individuals for their reasonable expenses
in forwarding soliciting materials to their principals and in obtaining
authorization for the execution of proxies.
VOTING SECURITIES AND RECORD DATE
Only holders of record of shares of our common stock, $0.10 par
value, (the "Common Stock") as of the close of business on October 29,
1999 (the "Record Date") are entitled to notice of and to vote at the
Annual Meeting. At the close of business on the Record Date, there were
19,653,935 shares of Common Stock issued and outstanding.
The Common Stock is the only class of our voting securities issued and
outstanding. Each shareholder of record in this class at the close of
business on the Record Date is entitled at the Annual Meeting to one vote
for each share of Common Stock held. As provided in our Articles of
Incorporation, there is no cumulative voting.
SECURITY OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS
The following table and the notes thereto set forth certain
information with respect to the beneficial ownership of shares of the
Common Stock, as of the Record Date, by our directors, by our
executive officers named in the table under "Summary Compensation Table,"
by a shareholder known to us to own beneficially more than 5% of the
outstanding shares of the Common Stock , and by all of our directors and
executive officers as a group. Each of the persons listed in the
following table has sole voting and investment power as to all shares
indicated except as set forth in the notes to the table.
<PAGE>
Number of Shares
Name and Address Amount and Nature Percent
of Beneficial Owner of Beneficial Ownership of Class
5% Beneficial Owners
Geneva Reinsurance Company, Ltd. 3,141,290(1) 13.78%
P.O. Box 1561
Zephyr House, Mary Street
Grand Cayman, British West Indies
Directors
Patrick A. Custer 759,040(2) 3.77%
Edward M. Warren 135,250(3) 0.68%
Billy J. Robinson 339,139(4) 1.70%
Bernard S. Appel 120,000(5) 0.61%
Executive Officers
Patrick A. Custer 759,040(2) 3.77%
Billy J. Robinson 339,139(4) 1.70%
All Directors and Executive
Officers as a Group 1,809,879(6) 8.58%
(1) Common shares issuable upon conversion of debenture and convertible
note.
(2) Includes 17,500 shares owned outright by Mr. Custer; 435,000 shares
issuable to Mr. Custer upon exercise of vested Employee Stock
Options; 261,830 shares held of record by Custer Company, Inc., a
family trust, over which Mr. Custer exercises voting control; 20,000
shares issuable to Custer Company, Inc. upon exercise of warrants;
23,750 shares owned by his wife; 940 shares held by his wife for the
benefit of his minor daughter; and 10 shares each held by Mr. Custer
for the benefit of his two sons.
(3) Includes 20,250 shares owned outright, and 115,000 shares issuable
to Mr. Warren upon exercise of vested stock options.
(4) Includes 17,889 shares owned outright, and 321,250 shares issuable
to Mr. Robinson upon exercise of vested Employee Stock Options.
(5) Includes 5,000 shares owned outright, and 115,000 shares issuable to
Mr. Appel upon exercise of vested stock options.
(6) Includes 1,353,429 shares beneficially owned by all directors. Also
includes 6,695 shares owned outright, and 222,610 shares issuable to
Mr. Park upon exercise of vested Employee Stock Options. Also
includes 5,895 shares owned outright, and 221,250 shares issuable to
Mr. O'Mara upon exercise of vested Employee Stock Options.
ELECTION OF DIRECTORS
Four directors are to be elected at the Annual Meeting to hold
office until the next annual meeting of shareholders or until their
respective successors are duly elected and qualified. All of the
nominees are currently directors of the Company.
<PAGE>
The Board of Directors' nominees for the office of director are as
follows:
Name Age Position Held With the Company
Patrick A. Custer* 50 Chairman of the Board,
President and Chief Executive Officer
Billy J. Robinson 51 Director, Vice President,
Secretary and General Counsel
Edward M. Warren* 58 Director
Bernard S. Appel* 67 Director
____________________
* Member of the Audit Committee.
Nominees for Director
Patrick A. Custer, 50, is the Chairman of the Board, President and
Chief Executive Officer. Mr. Custer served as a director from 1984 to
1985, and from 1987 until the present. He served as President and Chief
Executive Officer from 1984 to 1985 and from September 1992 until the
present. From 1986 until 1990, Mr. Custer was an international business
consultant for Park Central Funding (Guernsey), Ltd. From 1978 until
1982, Mr. Custer was a general securities principal and worked for a
major brokerage firm as a corporate finance specialist and was owner of
his own brokerage firm. He was responsible for structuring and funding
IPO's, real estate, energy companies, and numerous high-tech start-up
companies. Mr. Custer's technical experience includes engineering and
management positions with Texas Instruments and Honeywell. Mr. Custer is
a graduate of Texas Tech University in Finance and Management, with
additional studies in Electrical Engineering and master studies in
Finance.
Edward M. Warren, 58, has been a director since September 1992.
Since 1980, he has been the Registered Principal and Branch Manager for a
major securities firm in Albany, New York. He is also a Financial
Consultant, having presented numerous financial seminars over the years
throughout eastern New York and western New England. He is also a co-
founder of the Coronado Group, through which he has in the past provided
professional services to the financial community, such as the analysis of
economic and market conditions, review of financial products, exchange of
marketing ideas, and continuing evaluation and recommendation of asset
allocation models. Mr. Warren received his undergraduate degree from
Williams College and holds a Master of Arts degree from Harvard
University.
Billy J. Robinson, 51, has been a director since March 1994. He has
also served as Vice President/ General Counsel since October 1993, and as
Secretary since June 1994. Mr. Robinson has over twenty years legal
experience, representing banks and other financial institutions, with a
concentration in commercial transactions. Mr. Robinson is admitted to
practice before the United States Supreme Court, the United States
District Court for the Northern District of Texas and the District of New
Mexico, and is licensed to practice before all state courts in Texas and
New Mexico. Mr. Robinson is a certified Mediator in the State of Texas
and is the author of the 1994-95 Real Estate Law Correspondence Course
for the Texas Tech University Paralegal Certification Program.
<PAGE>
Bernard S. Appel, 67, has been a director since February 1995. He
has enjoyed a career of 34 years with Radio Shack, holding every key
merchandising and marketing position, culminating with his promotion to
president in 1984. In 1992 he was promoted to Chairman of Radio Shack
and Senior Vice President of Tandy Corporation. Since July 1993, Mr.
Appel has operated the private consulting firm of Appel Associates.
Executive Officers
Thomas W. (Bill) Park, 64, has been Vice President and Chief
Operating Officer of various subsidiaries of the Company since October 3,
1994. He is responsible for securing strategic technology partners to
ensure leading-edge product design and manufacturing of uniView products
and the uniView Xpressway systems and services. He has in the past
managed annual sales in excess of $250 million, both domestic and abroad.
Mr. Park has a dynamic breadth of experience in manufacturing, quality
assurance, engineering, product development and customer service. Mr.
Park enjoyed a career of 29 years with Curtis Mathes Corporation ("CMC"),
before leaving in August, 1993 for a position as Vice President of Benelec
Corporation, an international trading company dealing in electronics, medical
supplies, and other products. From August, 1993 until his return to the
company in 1994, Mr. Park continued to make his knowledge and experience
available to CMC as a consultant. During his career with CMC, he served in
various positions with the company, beginning as an Office Manager/ Cost
Accountant in 1964 and culminating as Executive Vice President in 1985,
in which capacity he served until 1993. Mr. Park has traveled
extensively and maintains valuable business contacts in Europe and Asia.
He holds a Bachelor of Business Administration degree in Finance from the
University of Texas.
Thomas P. O'Mara, 39, joined the Company in August, 1996, and in
April, 1997 was promoted to Vice President/ Sales and Marketing of all
operating subsidiaries of the Company, bringing with him more than 14
years of experience in the consumer electronics industry. Mr. O'Mara is
responsible for the sales, marketing and advertising strategy for
uniView's set-top box applications, and the uniView Xpressway, the
Company's Internet-access system and on-line service. In addition, Mr.
O'Mara has applied his broad technology expertise in the actual
development, design and execution of the uniView technology. He also
supervises corporate marketing and communications, channel partner
programs, and strategic alliance programs. Prior to joining the Company,
Mr. O'Mara spent 13 years with Pioneer Electronics, during which time he
was directly involved in sales and marketing aspects for the majority of
all of Pioneer's consumer electronics products. Mr. O'Mara received a
bachelor of business administration degree in accounting from LaSalle
University (Philadelphia, Pa.).
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the 1934 Act ("Section 16(a)"), requires our
directors, executive officers and persons who beneficially own more than
10% of a registered class of the Company's equity securities ("10%
Owners") to file reports of beneficial ownership of our securities and
changes in such beneficial ownership with the Securities and Exchange
Commission ("Commission"). Directors, executive officers and 10% Owners
are also required by rules promulgated by the Commission to furnish us
with copies of all forms they file pursuant to Section 16(a).
<PAGE>
Based solely upon a review of the copies of the forms filed pursuant
to Section 16(a) furnished to us, or written representations that no year-
end Form 5 filings were required for transactions occurring during fiscal
year ended June 30, 1999, we believe that during the fiscal year ended
June 30, 1999, all Section 16(a) filing requirements applicable to our
directors, executive officers and 10% Owners were complied with.
Nominations for Election to the Board of Directors
We do not have a nominating committee, The Board of Directors
considers persons who would be eligible or desirable for membership on
the Board of Directors and potential nominees are solicited. We obtain
information with respect to all such potential nominees which the Board
of Directors evaluates and then decides who to nominate for the position
of director.
Meetings and Committees of the Board of Directors
During fiscal year ended June 30, 1999, all Board action was taken
by unanimous consent of the Directors, except for action taken in
meetings attended by all directors held on July 25, 1998, October 16,
1998, November 25, 1998, March 19, 1999, and May 13, 1999.
The Audit Committee reviews the scope and results of our annual
audit, receives any suggestions from the independent auditors concerning
improvements in our accounting practices and procedures, and reviews
other professional services furnished by the independent auditors. The
Audit Committee is currently comprised of Patrick A. Custer, Edward M.
Warren, and Bernard S. Appel. This committee met once during the last
fiscal year to review and approve the independent auditors' report for
fiscal year ended June 30, 1998. The members also consulted on an
ongoing basis and as necessary during the last fiscal year.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
<PAGE>
Summary Compensation Table
The following table summarizes the compensation paid over the last
three completed fiscal years to our Chief Executive Officer and any other
executive officer who received compensation of $100,000 or more during
the fiscal year ended June 30, 1999.
<TABLE>
<CAPTION>
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
All
Other
Name and Year Other Restricted Securities LTIP Compen-
Principal Ended Annual Stock Underlying Payouts sation
Position Jun. 30 Salary($) Bonus($) Compensation($) Award(s)($) Options/SARs(#) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Patrick A. Custer 1999 184,728 -0- 12,000 -0- -0- -0- -0-
Chairman of the 1998 170,000 -0- 12,000 -0- 15,000 -0- -0-
Board and CEO 1997 151,310 11,200 12,000 -0- 40,000 -0- -0-
Billy J. Robinson 1999 135,722 -0- 7,500 -0- -0- -0- -0-
Vice President, 1998 125,000 -0- 27,500 18,177 15,000 -0- -0-
General Counsel 1997 110,481 11,200 27,500 43,625 15,000 -0- -0-
</TABLE>
Aggregated Option/SAR Exercises in Last Fiscal Year
and Fiscal Year-End Option/SAR Values
The following table shows aggregate exercises of options (or tandem
stock appreciation rights) and freestanding stock appreciation rights
during the fiscal year ended June 30, 1999 by each of the named executive
officers.
(a) (b) (c) (d) (e)
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
FY-End (#)(1) FY-End ($)(1)(2)
Name and Shares Value
Principal Acquired Realized Exercisable (E)/ Exercisable/
Position on Exercise ($)(1) Unexercisable (U) Unexercisable
- -------- ----------- ------ ----------------- -------------
Patrick A. Custer
Chairman of the 35,000 (E) --
Board and CEO -- -- 15,000 (U) --
Billy J. Robinson
Vice President, 21,250 (E) --
General Counsel -- -- 8,750 (U) --
<PAGE>
(1) The Company has not made any grants of SARs.
(2) On June 30, 1999 the options were not considered "in-the-money," as
the fair market value of the underlying securities on that date
($2.25) did not exceed the exercise price of the options.
Compensation of Directors
None of the inside directors are paid compensation as such, except
for services performed in another capacity, such as an executive officer.
The outside directors are paid $500 per meeting, plus their expenses for
attending Board of Director meetings. During fiscal 1999, we
additionally granted each of the two outside directors stock options to
purchase 50,000 shares of Common Stock. The options have a five year
life, vested immediately and are priced at the average closing bid price
of the Common Stock, as reported by NASDAQ, for the five (5) trading days
immediately preceding the date of grant. The exercise price of the
options is $1.83 per share and the market price of the Common Stock on
the date of grant, July 25, 1998, was $1.84 per share.
Compensation Committee Interlocks and Insider Participation
Mr. Custer and Mr. Robinson participated in advising our Board of
Directors concerning certain aspects of executive officer compensation
during the last completed fiscal year. Mr. Custer is our Chairman of the
Board, President and Chief Executive Officer; and Mr. Robinson is Vice
President, Secretary, General Counsel, and a Director.
Board of Directors Report on Executive Compensation
Executive Compensation
We have structured our executive compensation program within our
financial framework with a goal of attracting and retaining high-quality
executive talent. The executive compensation program consists generally
of base salary and employee benefits. We review our compensation
programs periodically and compare our pay practices with other similar
companies and with companies staffed with similarly-skilled executives.
During the first fiscal quarter of each year, we review salary increases
for the current year and, considering our financial performance and each
executive officer's perceived contribution to that performance, salaries
are set accordingly.
Chief Executive Officer
For the year ended June 30, 1999, Mr. Custer received $196,728 for
his services as President and Chief Executive Officer. The factors we
considered in setting his compensation include Mr. Custer's leadership in
restructuring the Company, his contribution to our strategic focus and
financial positioning, and included a consideration of his
responsibilities, experience, and skills.
Patrick A. Custer (Chairman) Edward M. Warren
Bernard S. Appel Billy J. Robinson
The foregoing report is not incorporated by reference in any prior
or future filings of the Company under the Securities Act of 1933, as
amended (the "1933 Act"), or under the Securities Exchange Act of 1934,
as amended (the "1934 Act"), unless we specifically incorporate the
report by reference and the report shall not otherwise be deemed filed
under such Acts.
<PAGE>
Performance Graph
The following graph compares total stockholder returns of the
Company ("uniView") since June 30, 1994 to two indices: (1) the "NASDAQ
Market Index ("NASDAQ");" and (2) the aggregate price performance of
equity securities of companies classified under North American Industry
Classification System (NAICS) code 541512 for Computer Systems Design
Services ("MG Group").
The total return shown for our stock and for each index assumes the
reinvestment of dividends, even though dividends have never been declared
on our stock. The NASDAQ Market Index tracks the aggregate price
performance of equity securities of companies traded on the NASDAQ Stock
Market. The MG Group Index tracks the aggregate price performance of
equity securities of companies traded on the various exchanges, including
the NASDAQ Stock Market, which are grouped under NAICS code 541512 for
Computer Systems Design Services.
The graph should be viewed in the context of the disposition of
subsidiary Southwest Memory, Inc. during fiscal year ended June 30, 1995,
the curtailment of the commodity consumer electronics business operations
of subsidiary Curtis Mathes Corporation during fiscal year ended June 30,
1996, the introduction during fiscal year ended June 30, 1997 of our
technologically advanced Internet access uniView products and uniView
Xpressway Online Service, and the addition during fiscal year ended June
30, 1998 of system integration, technical support and network consulting
to its comprehensive array of interactive business solutions with the
acquisition of Network America, Inc. Accordingly, the graph may not
necessarily indicate our future performance.
6/30/94 6/30/95 6/30/96 6/30/97 6/30/98 6/30/99
uniView 100.00 22.02 44.00 28.99 6.91 7.20
MG Group 100.00 130.16 172.30 159.57 200.99 213.23
NASDAQ 100.00 117.28 147.64 177.85 235.75 330.37
The foregoing graph is not incorporated in any prior or future
filings of the Company under the 1933 Act or the 1934 Act, unless we
specifically incorporate the graph by reference, and the graph shall not
otherwise be deemed filed under such Acts.
INDEPENDENT PUBLIC ACCOUNTANTS
Grant Thornton LLP has been appointed to serve as our principal
accountant for the current year, subject to ratification of such
appointment by the shareholders. A representative of Grant Thornton LLP
is expected to be present at the shareholders meeting and will have an
opportunity to make a statement if they desire to do so and are expected
also to be available to respond to appropriate questions. Grant Thornton
LLP has served as the Company's independent public accountants since
December 1998.
<PAGE>
King Griffin & Adamson P.C. served as our principal accountant for
the fiscal year ended June 30, 1998. A representative of King Griffin &
Adamson, P.C. is not expected to be present at the shareholders meeting.
The client-auditor relationship between the Company and King Griffin &
Adamson P.C. ended, with the approval of our audit committee, as of
December 1, 1998. The change resulted from our desire to move to a
larger firm.
During our two most recent fiscal years and the subsequent interim
period preceding termination of the relationship, there were no
disagreements with the former accountant on any matter of accounting
principles or practices, financial statement disclosure, or auditing
scope or procedure. Although unrelated to the change, the former
accountant's report on our financial statements for fiscal year 1998
contained an opinion that was qualified concerning our ability to
continue as a going concern. The former accountant was provided with a
copy of the above disclosures and was requested to furnish us with a
letter addressed to the Commission stating whether it agrees with the
above statements and, if not, stating the respects in which it does not
agree. The former accountant's letter was filed as an exhibit to our
Current Report on form 8-K dated December 1, 1998.
THE COMPANY'S 1999 EQUITY INCENTIVE PLAN
Our Board of Directors has adopted the Company's 1999 Equity
Incentive Plan (the "Plan") and directed that the Plan be submitted to
our shareholders for approval. The Plan will become effective only if
our shareholders approve the Plan at the annual meeting. A copy of the
Plan is attached as Exhibit A to this Proxy Statement and the following
description of the plan is qualified in its entirety by reference to
Exhibit A.
The purpose of the Plan is to further and promote the interests of
the Company and our shareholders by enabling us to attract, retain and
motivate officers, directors and employees, and to align the interests of
such individuals with our shareholders. To do this, the Plan offers
equity-based incentive awards and opportunities to provide such
individuals with a proprietary interest in maximizing our growth,
profitability and overall success.
The Plan provides the authority to issue Common Stock and options to
purchase Common Stock ("Awards") up to a maximum of four and one-half
million (4,500,000) shares of Common Stock. If any Awards granted under
the Plan terminate, expire or are surrendered without vesting or having
been exercised in full, the number of shares of Common Stock not
purchased or vested shall again be available for grant. If the number of
outstanding shares of Common Stock are increased or decreased, or such
shares are exchanged for a different number or kind of shares of the
Company through reorganization, merger, recapitalization,
reclassification, stock dividend, stock split, reverse stock split,
combination of shares or other similar transaction, the aggregate number
of shares of Common Stock subject to the Plan, the maximum number of
shares that may be granted to a Participant, or the number or kind of
shares subject to Awards will be appropriately and proportionately
adjusted by the Committee.
<PAGE>
The Plan will be administered by the Committee, which is required to
be composed of two or more outside directors and which determines the
grantees and the terms of all options. During all periods in which a
Committee is not in existence the Board shall administer the Plan, and
the term "Committee" shall refer to the Board during such periods. The
Committee has the exclusive authority to determine the Participants to
whom awards may be granted, the time or times such award may be granted
and to determine the amount and the terms and conditions of the award
made to each participant. The Committee is also authorized to interpret
and administer the Plan, establish, amend and revoke rules and
regulations relating to the Plan, determine the terms and conditions to
which awards are subject and make all determinations in connection with
the Plan as it may deem necessary or appropriate. Except as prohibited
by law or as is impermissible to obtain desired treatment under
applicable law or rule, the Committee is permitted to allocate or
delegate all or any portion of its powers and responsibilities to any one
or more of its members or to any person(s).
All directors and employees of the Company and its subsidiaries or
other affiliates will be eligible to participate in the Plan. The
Company is unable to determine the number of individuals who are likely
to participate in the Plan; however, it is likely that Awards will be
made to directors and executive officers of the Company. An Award either
(a) enables the Participant to purchase shares of Common Stock at a
specified exercise price, or (b) enables the Participant to receive an
outright grant of shares of Common Stock, subject to vesting periods. No
Participant may be granted during the term of the Plan Awards to receive
more than two million (2,000,000) shares of Common Stock.
Incentive stock options ("ISOs") and non-qualified stock options
("NQOs") may be granted under the Plan. The exercise price per share of
an ISO may not be less than the fair market value of the Common Stock at
the time the option is granted. No ISO shall be granted to any employee
who owns more than 10% of the combined total voting power of all classes
of stock of the Company or any Subsidiary. The exercise price per share
of an NQO will be set from time to time by the Committee. "Fair market
value" is generally the closing sales price of the Common Stock on The
Nasdaq Stock Market. On October 25, 1999, the closing sales price of the
Common Stock was $1.41 per share. In order to obtain the shares, a
Participant must pay the full exercise price to the Company at the time
of exercise, together with an amount equal to any taxes required to be
withheld in connection with such exercise. In the discretion of the
Committee, the exercise price may be paid in any combination of cash
and/or Common Stock, valued at the "fair market value" of such shares on
the date of the Participant's notice of exercise. Such additional or
different procedures or requirements for the exercise of options may be
established from time to time by or as directed by the Committee. No
person may be granted ISOs under the Plan that are first exercisable
during any calendar year for shares having an aggregate fair market value
as of the date of grant of more than $100,000 or such other amount as may
be specified in the Internal Revenue Code.
<PAGE>
Subject to earlier termination as described in the Plan, any
unvested Awards and vested but unexercised options and will terminate
automatically upon the earlier of (i) ninety (90) days following the
cessation of the employment of the Participant by the Company for any
reason other than death or disability or, as to Awards received as a
director, ninety (90) days following the cessation of service as a
director of the Company other than by reason of death or disability; (ii)
the date which is one year following the date on which the Participant's
service with the Company (as an employee or a director, as applicable)
ceases due to death or disability; (iii) the date of expiration or
termination of the Award determined by the Committee at the time the
Award is granted; and (iv) the tenth (10th) annual anniversary date of
the granting of the option. The Committee has the discretion to extend
the expiration of any Awards held by an Participant whose service with
the Company as an employee or director has ceased for any reason to a
date up to the end of their original terms. Except as otherwise
determined by the Committee, no option may be assigned or transferred
either voluntarily or by operation of law, other than by will or the laws
of descent and distribution.
ISOs are intended to qualify for favorable Federal income tax
treatment under Section 422 of the Internal Revenue Code. A Participant
will not realize any income, nor will the Company be entitled to a
deduction, at the time an ISO is granted or exercised. If a Participant
does not dispose of the shares acquired on the exercise of an ISO within
one year after the transfer of such shares to him or within two years
from the date the ISO was granted to him, for Federal income tax
purposes, the difference between the exercise price and the amount
realized upon the sale of the shares by the Participant will be treated
as long-term capital gain or loss. Except in the case of a disposition
following the death of a Participant and certain other very limited
exceptions, if the stock acquired pursuant to an ISO is not held for the
minimum periods described above, the excess of the fair market value of
the stock at the time of exercise over the amount paid for the stock
generally will be taxed as ordinary income to the Participant in the year
of disposition. The Company is entitled to a deduction for Federal
income tax purposes at the time and in the amount of which income is
taxed to the Participant as ordinary income by reason of the sale of
stock acquired upon the exercise of an ISO.
A Participant will not realize any income at the time a NQO is
granted, nor will the Company be entitled to a deduction at that time.
Upon exercise of a NQO, the Participant will recognize ordinary income in
an amount equal to the difference between the exercise price and the fair
market value of the shares to which the NQO pertains. In the discretion
of the Committee, the Participant may authorize the Company to withhold
shares of stock to satisfy the Participant's tax withholding liability
incurred on exercise of the option. The Company will be entitled to a
tax deduction in an amount of ordinary income realized by the
Participant.
<PAGE>
With certain exceptions, Section 162(m) of the Internal Revenue Code
limits the deduction to the Company for compensation paid to the Chief
Executive Officer of the Company or any one of the other four highest
paid executive officers who are employed by the Company on the last day
of the Company's taxable year. However, compensation paid to such
individuals will not be subject to such deduction limit if it is
considered "qualified performance-based compensation" (within the meaning
of Section 162(m)). We have structured the Plan with the intention that
compensation resulting from Awards granted under the plan will be so
qualified and deductible without regard to the limitations otherwise
imposed by Section 162(m).
Except as otherwise provided in an Award Agreement, if a Change of
Control of the Company occurs (a) all Stock Options then unexercised and
outstanding shall become fully vested and exercisable as of the date of
the Change of Control and (b) all restrictions, terms and conditions
applicable to all Restricted Stock then outstanding shall be deemed
lapsed and satisfied as of the date of the Change of Control. Unless
otherwise provided in an employment agreement or an Award Agreement, a
"Change in Control" under the Plan means (i) the acquisition by an
individual, entity or group of beneficial ownership of 20% or more of
either (a) the shares of the Common Stock, or (b) the combined voting
power of the voting securities of the Company entitled to vote generally
in the election of directors (the "Voting Securities"); (ii) individuals
who, as of the day after the first annual meeting of the Company's
shareholders following the Effective Date, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority
of the Board; (iii) approval by the shareholders of the Company of a
reorganization, merger or consolidation of the Company; (iv) approval by
the shareholders of the Company of (a) a complete liquidation or
dissolution of the Company, or (b) the sale or other disposition of all
or substantially all of the assets of the Company.
Under certain circumstances, accelerated vesting of Awards granted
to a Participant under the Plan in connection with a "Change in Control"
of the Company might be deemed an "excess parachute payment" for purposes
of the golden parachute payment provisions of Section 280G of the
Internal Revenue Code. To the extent it is so considered, the
Participant would be subject to an excise tax equal to 20% of the amount
of the excess parachute payment, and the Company would be denied a tax
deduction for the excess parachute payment.
The Plan will terminate on October 24, 2009. The Board of Directors
may amend or revise the Plan, provided that, if and to the extent
required by applicable law or rule, any such amendment is subject to
shareholder approval.
The benefits or amounts that will be received by or allocated to
Participants under the Plan are not presently determinable; the timing,
terms and numbers of future Awards granted to Participants will be left
to the discretion of the Committee.
The Board of Directors recommends a vote "FOR" approval of the Plan.
<PAGE>
RATIFICATION OF STOCK OPTIONS
In order to continue to promote the interests of the Company and our
shareholders by providing an incentive to retain and motivate our
directors and key employees, our Board of Directors has, subject to
shareholder approval, granted non-statutory stock options to certain
directors and key officers and employees of the Company. We believe
these stock options more closely align the interests of these persons
with our shareholders and provide such individuals with an increased
proprietary interest in maximizing our growth, profitability and overall
success. We are therefore seeking shareholder ratification of the
issuance of the following stock options:
* On September 21, 1999, our Board of Directors granted non-statutory
stock options to four key officers and employees of the Company, to
vest upon the sale or change in control of the Company or upon the
completion of a merger or acquisition by the Company. The options
have a five year life and cover an aggregate of 1,100,000 shares of
Common Stock at an exercise price of $1.83 per share. The market
price of the Common Stock on the date of grant was $1.78 per share.
* On September 21, 1999, the Board granted each of the Company's two
outside directors non-statutory stock options to purchase 50,000
shares of Common Stock. The options have a five year life, vest
immediately and are priced at 85% of the average closing sale price of
the Common Stock, as reported by NASDAQ, for the five (5) trading days
immediately preceding the date of grant. The exercise price of the
options is $1.68 per share and the market price of the Common Stock on
the date of grant was $1.78 per share.
* On July 25, 1998, the Board granted each of the Company's two outside
directors non-statutory stock options to purchase 50,000 shares of
Common Stock. The options have a five year life, vest immediately and
are priced at the average closing bid price of the Common Stock, as
reported by NASDAQ, for the five (5) trading days immediately
preceding the date of grant. The exercise price of the options is
$1.83 per share and the market price of the Common Stock on the date
of grant was $1.84 per share.
* On April 15, 1998, the Board granted non-statutory stock options to
each of its two outside directors and four key officers and employees
of the Company, to vest in increments over approximately eighteen
months. The options have a five year life and cover an aggregate of
75,000 shares of Common Stock at an exercise price of $2.30 per share.
The market price of the Common Stock on the date of grant was $2.50
per share.
The following table and the notes thereto set forth certain
information with respect to the foregoing stock options.
Stock Option Grants
Number of Shares of Common
Name and Position Stock Underlying Stock Options
<PAGE>
Executive Group
Patrick A. Custer, Chairman of the Board 415,000(1)
of Directors, President and Chief
Executive Officer
Billy J. Robinson, Vice President, 315,000(2)
Secretary and General Counsel,
Director
Thomas W. Park, Vice President and 215,000(3)
Chief Operating Officer of
significant subsidiaries
Thomas P. O'Mara, Vice President, 215,000(4)
Sales & Marketing of
significant subsidiaries
Non-Executive Director Group
Edward M. Warren 107,500(5)
Bernard S. Appel 107,500(6)
Non-Executive Officer Employee Group 0
(1) Non-statutory stock options to purchase 400,000 shares of Common
Stock at $1.83 per share, granted on September 21, 1999; market
price on the date of grant was $1.78 per share. Non-statutory stock
options to purchase 15,000 shares of Common Stock at $2.30 per
share, granted on April 15, 1998; market price on the date of grant
was $2.50 per share.
(2) Non-statutory stock options to purchase 300,000 shares of Common
Stock at $1.83 per share, granted on September 21, 1999; market
price on the date of grant was $1.78 per share. Non-statutory stock
options to purchase 15,000 shares of Common Stock at $2.30 per
share, granted on April 15, 1998; market price on the date of grant
was $2.50 per share.
(3) Non-statutory stock options to purchase 200,000 shares of Common
Stock at $1.83 per share, granted on September 21, 1999; market
price on the date of grant was $1.78 per share. Non-statutory stock
options to purchase 15,000 shares of Common Stock at $2.30 per
share, granted on April 15, 1998; market price on the date of grant
was $2.50 per share.
(4) Non-statutory stock options to purchase 200,000 shares of Common
Stock at $1.83 per share, granted on September 21, 1999; market
price on the date of grant was $1.78 per share. Non-statutory stock
options to purchase 15,000 shares of Common Stock at $2.30 per
share, granted on April 15, 1998; market price on the date of grant
was $2.50 per share.
(5) Non-statutory stock options to purchase 50,000 shares of Common
Stock at $1.68 per share, granted on September 21, 1999; market
price on the date of grant was $1.78 per share. Non-statutory stock
options to purchase 50,000 shares of Common Stock at $1.83 per
share, granted on July 25, 1998; market price on the date of grant
was $1.84 per share. Non-statutory stock options to purchase 7,500
shares of Common Stock at $2.30 per share, granted on April 15,
1998; market price on the date of grant was $2.50 per share.
<PAGE>
(6) Non-statutory stock options to purchase 50,000 shares of Common
Stock at $1.68 per share, granted on September 21, 1999; market
price on the date of grant was $1.78 per share. Non-statutory stock
options to purchase 50,000 shares of Common Stock at $1.83 per
share, granted on July 25, 1998; market price on the date of grant
was $1.84 per share. Non-statutory stock options to purchase 7,500
shares of Common Stock at $2.30 per share, granted on April 15,
1998; market price on the date of grant was $2.50 per share.
The Board of Directors recommends a vote "FOR" ratification of the
stock options.
QUORUM AND REQUIRED VOTE
A majority of the issued and outstanding shares of Common Stock,
represented in person or by proxy, will constitute a quorum for the
transaction of business at the Annual Meeting. An affirmative vote of
the holders of a majority of the shares entitled to vote on, and that
voted for or against or expressly abstained with respect to, a particular
matter, present in person or represented by proxy, shall decide any
question brought before such meeting. Voting will be by written ballot.
Under Texas law and under our Articles of Incorporation and Bylaws,
shares of the Common Stock represented in person or by proxy at the
Annual Meeting which abstain from voting on any matter are considered as
being represented at the Annual Meeting and entitled to vote on that
matter. Such shares are therefore counted for the purpose of
establishing a quorum but they are not counted for the purpose of
establishing a minimum number of votes required to approve any matter.
Only those shares voted for or against or which expressly abstained with
respect to a particular matter are counted in the vote on that matter.
As a result, such an abstention from voting has no effect on the voting
on any particular matter. "Broker non-votes" and proxies that simply
withhold the authority to vote are not considered as being represented at
the Annual Meeting and are therefore not counted in establishing a
quorum.
DATE OF SUBMISSION OF SHAREHOLDER PROPOSALS
Any shareholder who intends to present a proposal for action at the
next annual meeting of shareholders must forward a copy of such proposal
to our Corporate Secretary. We must receive any such proposal for
inclusion in our proxy statement and form of proxy relating to that
meeting by July 12, 2000. Shareholder proposals may be excluded from our
proxy statement pursuant to Rule 14a-8 promulgated under the Securities
Exchange Act of 1934, as amended, provided certain conditions are met.
OTHER MATTERS
We do not know of any other matters to be presented for action by
the shareholders at the Annual Meeting. If, however, any other matters
not now known are properly brought before the meeting, the persons named
in the accompanying proxy will vote such proxy in accordance with their
own judgment on such matters.
ALL PROXIES IN THE ACCOMPANYING FORM PROPERLY EXECUTED WILL BE VOTED
IN THE MANNER DIRECTED BY SHAREHOLDERS. IF NO DIRECTION IS GIVEN, SUCH
PROXIES PROPERLY EXECUTED WILL BE VOTED "FOR" ALL NOMINEES AND "FOR" ALL
PROPOSALS SET FORTH HEREIN.
<PAGE>
By Order of the Board of Directors,
/s/ Billy J. Robinson
Billy J. Robinson
Secretary
November 5, 1999
Dallas, Texas
EXHIBIT A
UNIVIEW TECHNOLOGIES CORPORATION
1999 EQUITY INCENTIVE PLAN
1. Purpose. The purpose of the uniView Technologies Corporation 1999
Equity Incentive Plan (the "Plan") is to further and promote the interests
of uniView Technologies Corporation (the "Company"), its affiliates and its
shareholders by enabling the Company and its affiliates to attract, retain
and motivate officers, directors and employees, and to align the interests
of such individuals with the Company's shareholders. To do this, the Plan
offers equity-based incentive awards and opportunities to provide such
individuals with a proprietary interest in maximizing the growth,
profitability and overall success of the Company and its affiliates.
2. Definitions. In addition to any other defined terms herein, the
following terms shall have the meanings set forth below when used in this
Plan:
"Award" means an award or grant made to a Participant under Sections 6
and/or 7 of the Plan.
"Award Agreement" means the agreement executed by a Participant pursuant
to Sections 3.2 and 15.6 of the Plan in connection with the granting of
an Award.
"Board" means the Board of Directors of the Company, as constituted from
time to time.
"Code" means the Internal Revenue Code of 1986, as in effect and as
amended from time to time, or any successor statute thereto, together
with any rules, regulations and interpretations promulgated thereunder or
with respect thereto.
"Committee" means the Compensation Committee of the Board.
"Common Stock" means the Common Stock, par value $.10 per share, of the
Company or any security of the Company issued by the Company in
substitution or exchange therefor.
"Company" means uniView Technologies Corporation, a Texas corporation, or
any successor corporation to uniView Technologies Corporation
<PAGE>
"Disability" means disability as defined in the Participant's then
effective employment agreement, or if the Participant is not then a party
to an effective employment agreement with the Company, "Disability" means
disability as determined by the Committee in accordance with standards
and procedures similar to those under the Company's long-term disability
plan, if any. Subject to the foregoing sentence, at any time that the
Company does not maintain a long-term disability plan, "Disability" shall
mean disability which, at least six months after its commencement, is
determined to be total and permanent by a physician mutually selected by
the Company and the Participant (or the Participant's legal
representative).
"Exchange Act" means the Securities Exchange Act of 1934, as in effect
and as amended from time to time, or any successor statute thereto,
together with any rules, regulations and interpretations promulgated
thereunder or with respect thereto.
"Fair Market Value" means on, or with respect to, any given date, the
closing sale price of the Common Stock on such date (or, if the Common
Stock was not traded on such date, then the next preceding day on which
the Common Stock was traded) as reported on the NASDAQ composite tape or,
if the Common Stock is not traded on such exchange, as reported on any
other national securities exchange on which the Common Stock may be
traded. If the Common Stock is trading Over-The-Counter (OTC), the "fair
market value" will be the average between the closing bid and asked price
for the stock on the relevant date.
"Incentive Stock Option" means any stock option granted pursuant to the
provisions of Section 6 of the Plan (and the relevant Award Agreement)
that is intended to be, and is specifically designated as, an "incentive
stock option" within the meaning of Section 422 of the Code.
"Non-employee Director" means a member of the Board who qualifies, at all
relevant times, as an "Outside Director" under Section 162 (m) of the
Code and as a "Non-employee Director" under Rule 16b-3 promulgated under
the Exchange Act.
"Non-Qualified Stock Option" means any stock option granted pursuant to
the provisions of Section 6 of the Plan (and the relevant Award
Agreement) that is not an Incentive Stock Option.
"Parent(s)" means any corporation (other than the Company) in an unbroken
chain of corporations including and ending with the Company, if each of
such corporations, other than the Company, owns, directly or indirectly,
fifty percent (50%) or more of the voting stock of one of the other
corporations in such chain.
"Participant" means an officer, director or employee of the Company or
any Subsidiary who is selected by the Committee under Section 5 to
receive an Award under the Plan.
"Plan" means the uniView Technologies Corporation 1999 Equity Incentive
Plan, as set forth herein and as in effect and as amended from time to
time (together with any rules and regulations promulgated by the
Committee with respect thereto).
"Restricted Stock" means the restricted shares of Common Stock granted
pursuant to the provisions of Section 7 of the Plan and the relevant
Award Agreement.
<PAGE>
"Retirement" means retirement from active employment with the Company and
its Subsidiaries on or after the normal retirement date specified in the
Company's qualified retirement plans or such other date as approved in
writing by the Committee for the purposes of this Plan.
"Stock Option(s)" means a Non-Qualified Stock Option and/or an Incentive
Stock Option.
"Subsidiary(ies)" means any corporation (other than the Company) in an
unbroken chain of corporations, including and beginning with the Company,
if each of such corporations, other than the last corporation in the
unbroken chain, owns, directly or indirectly, fifty percent (50%) or more
of the voting stock in one of the other corporations in such chain.
3. Administration.
3.1. The Committee. The Plan shall be administered by the
Committee. The Committee shall be appointed from time to time by the
Board and shall be comprised of not less than two (2) of the then
members of the Board who qualify to administer the Plan as Non-employee
Directors. Consistent with the Bylaws of the Company, members of the
Committee shall serve at the pleasure of the Board and the Board, subject
to the immediately preceding sentence, may at any time and from time to
time remove members from, or add members to, the Committee. During all
periods in which a Committee is not in existence the Board shall administer
the Plan, and the term "Committee" shall refer to the Board during such
periods.
3.2. Plan Administration and Plan Rules. The Committee is
authorized to construe and interpret the Plan and to promulgate, amend and
rescind rules and regulations relating to the implementation, administration
and maintenance of the Plan. Subject to the terms and conditions of the
Plan, the Committee shall make all determinations necessary or advisable
for the implementation, administration and maintenance of the Plan
including, without limitation, (a) selecting the Plan's Participants, (b)
making Awards in such amounts and form as the Committee shall determine,
(c) imposing such restrictions, terms and conditions upon such Awards as
the Committee shall deem appropriate, and (d) correcting any technical
defect or technical omission or reconciling any technical inconsistency,
in the Plan and/or any Award Agreement. The Committee may designate
persons other than members of the Committee to carry out the day-to-day
administration of the Plan under such conditions and limitations as it
may prescribe, except that the Committee shall not delegate its authority
with regard to selection for participation in the Plan and/or the
granting of any Awards to Participants. The Committee's determinations
under the Plan need not be uniform and may be made selectively among
Participants, whether or not such Participants are similarly situated.
Any determination, decision or action of the Committee in connection with
the construction, interpretation, administration, implementation or
maintenance of the Plan shall be final, conclusive and binding upon all
Participants and any person(s) claiming under or through any
Participants. The foregoing provisions of this Section 3.2
notwithstanding, the Committee may not exercise discretion to increase
the amount of compensation payable pursuant to the Plan contrary to the
requirements for qualified performance based compensation under Section
162 (m) of the Code.
<PAGE>
3.3. Liability Limitation. Neither the Board nor the Committee,
nor any member of either, shall be liable for any act, omission,
interpretation, construction or determination made in good faith in
connection with the Plan (or any Award Agreement), and the members of the
Board and the Committee shall be entitled to indemnification and reimbursement
by the Company in respect of any claim, loss, damage or expense (including,
without limitation, attorneys' fees) arising or resulting therefrom to
the fullest extent permitted by law and/or under any directors and
officers liability insurance coverage which may be in effect from time to
time.
4. Term of Plan/Common Stock Subject to Plan.
4.1. Term. The Plan shall terminate on October 24, 2009, except
with respect to Awards then outstanding. After such date no further Awards
shall be granted under the Plan.
4.2. Common Stock. The maximum number of shares of Common Stock
in respect for which Awards may be granted under the Plan, subject to
adjustment as provided in Section 12 of the Plan, shall be 4.5 million
(4,500,000) shares. In the event of a change in the Common Stock of the
Company that is limited to a change in the designation thereof to
"Capital Stock" or other similar designation, or to a change in the par
value thereof, or from par value to no par value, without increase or
decrease in the number of issued shares, the shares resulting from any
such change shall be deemed to be the Common Stock for purposes of the
Plan. Common Stock which may be issued under the Plan may be either
authorized and unissued shares or issued shares which have been
reacquired by the Company and which are being held as treasury shares.
No fractional shares of Common Stock shall be issued under the Plan,
unless the Committee determines otherwise. No Participant may receive
over the term of the Plan Awards to acquire more than 2 million
(2,000,000) shares of Common Stock.
4.3. Computation of Available Shares. For the purpose of computing
the total number of shares of Common Stock available for Awards under the
Plan, there shall be counted against the limitations set forth in Section
4.2 of the Plan the maximum number of shares of Common Stock potentially
subject to issuance upon exercise or settlement of Awards granted under
Section 6 of the Plan and the number of shares of Common Stock issued or
subject to potential issuance under grants of Restricted Stock pursuant
to Section 7 of the Plan, in each case determined as of the date on which
such Awards are granted. If any Awards expire unexercised or are
forfeited, surrendered, canceled, terminated or settled in cash in lieu
of Common Stock, the shares of Common Stock which were theretofore
subject (or potentially subject) to such Awards shall again be available
for Awards under the Plan to the extent of such expiration, forfeiture,
surrender, cancellation, termination or settlement of such Awards;
provided, however, that forfeited Awards shall not again be available for
Awards under the Plan if the Participant received, directly or
indirectly, any of the benefits of ownership of the securities of the
Company underlying such Award, including, without limitation, the right
to receive dividend or dividend equivalent payments, as described in
Sections 7.5 and 9 of the Plan.
5. Eligibility. Participants eligible for Awards under the Plan shall
consist of officers, directors and employees of the Company and/or its
Subsidiaries.
<PAGE>
6. Stock Options.
6.1. Terms and Conditions. Stock options granted under the Plan may
be in the form of Incentive Stock Options or Non-Qualified Stock Options.
Such Stock Options shall be subject to the terms and conditions set forth
in this Section 6 and any additional terms and conditions, not
inconsistent with the express terms and provisions of the Plan, as the
Committee shall set forth in the relevant Award Agreement.
6.2. Grant. Stock Options may be granted under the Plan in such
form as the Committee may from time to time approve. Stock Options may be
granted alone or in addition to other Awards under the Plan. Incentive
Stock Options shall be granted solely to Participants who are employees.
Notwithstanding the above, no Incentive Stock Options shall be granted to
any employee who owns more than 10% of the combined total voting power of
all classes of stock of the Company or any Parent or Subsidiary.
6.3. Exercise Price. The exercise price per share of Common Stock
subject to a Stock Option shall be determined by the Committee at the
time of grant; provided, however, that the exercise price of an Incentive
Stock Option shall not be less than one hundred percent (100%) of the
Fair Market Value of the Common Stock on the date of the grant of such
Incentive Stock Option.
6.4. Term. The term of each Stock Option shall be such period of
time as is fixed by the Committee at the time of grant; provided, however,
that the term of any Incentive Stock Option shall not exceed ten (10) years
after the date immediately preceding the date on which the Incentive
Stock Option is granted.
6.5. Method of Exercise. A Stock Option may be exercised, in whole
or in part, by giving written notice of exercise to the Secretary of the
Company, or the Secretary's designee, specifying the number of shares to
be purchased. Such notice shall be accompanied by payment in full of the
exercise price by any method that is approved by the Committee and that
will cause the shares to be issued to be fully paid and non-assessable,
including without limitation payment in cash, by certified check, bank
draft or money order payable to the order of the Company or, if permitted
by the terms of the relevant Award Agreement and applicable law, by
delivery of, alone or in connection with a partial cash or instrument
payment, shares of Common Stock already owned by the Participant.
6.5.1. The Committee may, in Award Agreements, permit a
Participant or the Participant's heirs or other legal representatives (to
the extent entitled to exercise the Stock Option under the terms of this
Plan), in lieu of purchasing the entire number of shares subject to purchase
pursuant to such Option, the right to relinquish all or any part of the
unexercised portion of the Option (such portion of the Option
relinquished being hereinafter referred to as the "Relinquished Option")
for a number of whole shares of Common Stock equal to the product of (i)
the number of shares of Common Stock subject to the Relinquished Option
and (ii) a fraction, the numerator of which is the excess of (A) the
current Fair Market Value per share of Common Stock covered by the
Relinquished Option over (B) the Option Price of such Relinquished
Option, and the denominator of which is the then current Fair Market
Value per share of such Common Stock. No fractional shares of Common
Stock will be issued pursuant to the exercise of Relinquished Options.
Rather, cash equal to the fractional amount of such share multiplied by
the fair market value per share will be paid to the Participant, subject
<PAGE>
to the federal income and other tax withholding requirements of Section
15.1 hereof. The Committee shall have discretion to determine the terms
upon which Stock Options shall be relinquishable, subject to the
applicable provisions of the Plan. Outstanding Award Agreements may be
amended, if necessary, to permit relinquishment.
6.5.2. The Committee may, in Award Agreements, also permit
Participants (either on a selective or group basis) to simultaneously
exercise Stock Options and sell the shares of Common Stock thereby
acquired, pursuant to a brokerage "cashless exercise" arrangement,
selected by and approved of in all respects in advance by the Committee,
and use the proceeds from such sale as payment of the exercise price of
such Stock Options. Payment instruments shall be received by the Company
subject to collection.
6.5.3. The proceeds received by the Company upon exercise
of any Stock Option may be used by the Company for general corporate purposes.
6.6. Date of Exercise. A Stock Option may be exercised during
its specified term as provided in the Award Agreement, provided that no
option granted under the Plan will be exercisable until shareholder
approval of the Plan has been obtained.
7. Restricted Stock.
7.1. Terms and Conditions. Grants of Restricted Stock shall be
subject to the terms and conditions set forth in this Section 7 and any
additional terms and conditions, not inconsistent with the express terms
and provisions of the Plan, as the Committee shall set forth in the
relevant Award Agreement. Restricted Stock may be granted alone or in
addition to any other Awards under the Plan. Subject to the terms of the
Plan, the Committee shall determine the number of shares of Restricted
Stock to be granted to a Participant and the Committee may impose
different terms and conditions on any particular Restricted Stock grant
made to any Participant. With respect to each Participant receiving an
Award of Restricted Stock, there shall be issued a stock certificate (or
certificates) in respect of such shares of Restricted Stock. Such stock
certificate(s) shall be registered in the name of such Participant, shall
be accompanied by a stock power duly executed by such Participant, and
shall bear, among other required legends, the following legend referring
to certain terms, conditions and restrictions applicable to such Award:
The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions
(including, without limitation, forfeiture events) contained in
the uniView Technologies Corporation Equity Incentive Plan and
an Award Agreement entered into between the registered owner
hereof and uniView Technologies Corporation. Copies of such
Plan and Award Agreement are on file in the office of the
Secretary of uniView Technologies Corporation, and uniView
Technologies Corporation will furnish to the recordholder of
the certificate, without charge, upon written request at its
principal place of business a copy of such Plan and Award
Agreement.
Such stock certificate evidencing such shares shall be deposited with and
held in custody by the Company until the restrictions thereon shall have
lapsed and all of the terms and conditions applicable to such grant shall
have been satisfied.
<PAGE>
7.2. Restricted Stock Grants. A grant of Restricted Stock is an
Award of shares of Common Stock granted to a Participant, subject to such
restrictions, terms and conditions as the Committee deems appropriate,
including, without limitation, (a) restrictions on the sale, assignment,
transfer, hypothecation or other disposition of such shares, (b) the
requirement that the Participant deposit such shares with the Company
while such shares are subject to such restrictions, and (c) the
requirement that such shares be forfeited upon termination of employment
for specified reasons within a specified period of time.
7.3. Restriction Period. In accordance with Sections 7.1 and 7.2
of the Plan, Restricted Stock shall only become unrestricted and vest in the
Participant in accordance with such vesting schedule relating to the
restriction applicable to such Restricted Stock, if any, as the Committee
may establish at the time of the Award in the relevant Award Agreement
(the "Restriction Period"). Notwithstanding the immediately preceding
sentence, in no event shall the Restriction Period expire until
shareholder approval of the Plan has been obtained. During the
Restriction Period, such stock shall be and remain unvested and a
Participant may not sell, assign, transfer, pledge, encumber or otherwise
dispose of or hypothecate such Award. Upon satisfaction of the vesting
schedule and any other applicable restrictions, terms and conditions, the
Participant shall be entitled to receive payment of the Restricted Stock
or a portion thereof, as the case may be, as provided in Section 7.4 of
the Plan.
7.4. Payment of Restricted Stock Grants. After the satisfaction
and/or lapse of the restrictions, terms and conditions established by the
Committee in respect of a grant of Restricted Stock, a new certificate,
without the legend set forth in Section 7.1 of the Plan, for the number
of shares of Common Stock which are no longer subject to such
restrictions, terms and conditions shall, as soon as practicable
thereafter, be delivered to the Participant.
7.5. Shareholder Rights. A Participant shall have, with respect to the
shares of Common Stock received under a grant of Restricted Stock, all of
the rights of a shareholder of the Company, including, without
limitation, the right to vote the shares and to receive any cash
dividends. Stock dividends issued with respect to such Restricted Stock
shall be treated as additional Restricted Stock grants and shall be
subject to the same restrictions and other terms and conditions that
apply to the shares of Restricted Stock with respect to which such stock
dividends are issued.
8. Deferral Elections. The Committee may permit a Participant to
elect to defer receipt of any delivery of shares of Common Stock that would
otherwise be due to such Participant by virtue of the exercise or
settlement of any Award under the Plan. If any such election is
permitted, the Committee shall establish rules and procedures for such
deferrals, including, without limitation, the payment or crediting of
dividend equivalents in respect of deferrals credited in shares of Common
Stock.
<PAGE>
9. Dividend Equivalents. In addition to the provisions of Section
7.5 of the Plan, Awards of Stock Options may, in the sole discretion of the
Committee and if provided for in the relevant Award Agreement, earn
dividend equivalents. In respect of any such Award which is outstanding
on a dividend record date for Common Stock, the Participant shall be
credited with an amount equal to the amount of cash or stock dividends
that would have been paid on the shares of Common Stock covered by such
Award had such covered shares been issued and outstanding on such
dividend record date. The Committee shall establish such rules and
procedures governing the crediting of such dividend equivalents,
including, without limitation, the amount, the timing, form of payment
and payment contingencies and/or restrictions of such dividend
equivalents, as it deems appropriate or necessary.
10. Termination of Employment.
10.1. General. Subject to the terms and conditions of Section
13 of the Plan, if, and to the extent that, the terms and conditions under
which an Award may be exercised or settled after a Participant's
termination of employment for any particular reason shall not have been
set forth (a) in the Participant's employment agreement, if any, or (b)
in the relevant Award Agreement, by and as determined by the Committee in
its sole discretion, the following terms and conditions shall apply as
appropriate and as not inconsistent with the terms and conditions, if
any, contained in such employment agreement and/or Award Agreement:
10.1.1. Except as otherwise provided in this Section 10.1.1,
if a Participant's employment with the Company and its Subsidiaries is
terminated for any reason, such Participant's rights, if any, to exercise
any then exercisable Stock Options, if any, shall terminate ninety (90)
days after the date of such termination and thereafter the Participant
(and such Participant's estate, designated beneficiary or other legal
representative) shall forfeit any rights or interests in or with respect
to any such Stock Options. The Committee, in its sole discretion, may
determine that such Participant's Stock Options (other than Incentive
Stock Options), if any, to the extent exercisable immediately prior to
any termination of employment (other than a termination due to death,
Retirement or Disability), may remain exercisable for an additional
specified time period after such ninety (90) day period expires (subject
to any other applicable terms and provisions of the Plan (and any rules
or procedures thereunder) and the relevant Award Agreement). If any
termination of employment is due to Retirement or Disability, a
Participant shall have the right, subject to the applicable terms and
provisions of the Plan (and any rules or procedures thereunder) and the
relevant Award Agreement, (a) to exercise Non-Qualified Stock Options, if
any, at any time within one year following such termination due to
Retirement or Disability (to the extent such Participant was entitled to
exercise any such Awards immediately prior to such termination) and (b)
to exercise Incentive Stock Options, if any, at any time within ninety
(90) days following a termination due to Retirement and one year
following a termination due to Disability (to the extent such Participant
was entitled to exercise any such Awards immediately prior to such
termination). If any Participant dies while entitled to exercise a Stock
Option, if any, such Participant's estate, designated beneficiary or
other legal representative, as the case may be, shall have the right,
subject to the applicable provisions of the Plan (and any rules or
procedures thereunder) and the relevant Award Agreement, to exercise such
then exercisable Stock Options, if any, at any time within one year from
the date of such Participant's death (but in no event more than one (1)
<PAGE>
year from the date of such Participant's termination due to Retirement or
Disability, except, in the case of Incentive Stock Options, in no event
more than ninety (90) days from the date of such Participant's
termination due to Retirement). The foregoing notwithstanding, nothing
in this Section 10.1.1 shall permit the exercise of a Stock Option after
the expiration of its term.
10.1.2. If a Participant's employment with the Company and
its Subsidiaries is terminated for any reason (including, without
limitation, Disability, Retirement or death) prior to the actual or deemed
(under Section 13 of the Plan) satisfaction and/or lapse of the
restrictions, terms and conditions applicable to a grant of Restricted
Stock, such Restricted Stock shall immediately be canceled and the
Participant (and such other Participant's estate, designated beneficiary
or other legal representative) shall forfeit any rights or interests in
and with respect to any such Restricted Stock.
11. Non-transferability of Awards. Except as may otherwise be provided
in an Award Agreement, no Award under the Plan or any Award Agreement,
and no rights or interests herein or therein, shall or may be assigned,
transferred, sold, exchanged, pledged, disposed of or otherwise
hypothecated or encumbered by a Participant or any beneficiary hereof or
thereof, except by testamentary disposition or the laws of descent and
distribution. No such interest shall be subject to seizure for the
payment of the Participant's (or any beneficiary's) debts, judgments,
alimony, or separate maintenance or be transferable by operation of law
in the event of the Participant's (or any beneficiary's) bankruptcy or
insolvency. During the lifetime of a Participant Stock Options are
exercisable only by the Participant.
12. Changes in Capitalization and Other Matters.
12.1. No Corporate Action Restriction. The existence of the
Plan, any Award Agreement and/or the Awards granted hereunder shall not limit,
affect or restrict in any way the right or power of the Board or the
shareholders of the Company to make or authorize (a) any adjustment,
recapitalization, reorganization or other change in the Company's or any
Subsidiary's capital structure or its business, (b) any merger,
consolidation or change in the ownership of the Company or any
Subsidiary, (c) any issue of bonds, debentures, capital, preferred or
prior preference stock ahead of or affecting the Company's or any
Subsidiary's capital stock or the rights thereof, (d) any dissolution or
liquidation of the Company or any Subsidiary, (e) any sale or transfer of
all or any part of the Company's or any Subsidiary's assets or business,
or (f) any other corporate act or proceeding by the Company or any
Subsidiary. No Participant, beneficiary or any other person shall have
any claim against any member of the Board or the Committee, the Company
or any Subsidiary as a result of any such action.
<PAGE>
12.2. Recapitalization Adjustments. In the event of any
change in capitalization affecting the Common Stock of the Company, including,
without limitation, a stock dividend or other distribution, stock split,
reverse stock split, recapitalization, consolidation, subdivision, split-
up, spin-off, split-off, combination or exchange of shares or other form
of reorganization, or any other change affecting the Common Stock, the
Board shall authorize and make such proportionate adjustments, if any, as
the Board deems appropriate to reflect such change, including, without
limitation, with respect to the aggregate number of shares of the Common
Stock for which Awards in respect thereof may be granted under the Plan,
the maximum number of shares of the Common Stock which may be sold or
awarded to any Participant, the number of shares of the Common Stock
covered by each outstanding Award, and the exercise price or other price
per share of Common Stock in respect of outstanding Awards.
12.3. Reorganizations. The foregoing provisions of Section 12
notwithstanding, the following provisions of Section 12 shall control,
where applicable except as may otherwise be provided in an Award
Agreement:
12.3.1. If the Company shall at any time participate in a
reorganization of a type described in Section 424(a) of the Code and in
which (A) either (1) the Company is not the surviving entity, or (2) the
Company is the surviving entity and the shareholders of Common Stock are
required to exchange their shares for property and/or securities, and (B)
the shareholders of the Company prior to such reorganization hold less
than 50% of the Company or surviving entity after such reorganization,
the Company shall give the Participants written notice of any such
proposed reorganization on or before thirty (30) days before such
reorganization, and any outstanding Stock Options shall be fully vested
and exercisable after receipt of such notice and prior to such
reorganization in full for all of the shares of Common Stock covered by
the Stock Options; provided, however, either the Participant or the
Company may make the exercise of outstanding Stock Options after
Participant's receipt of such notice effective only immediately prior to
the consummation of such reorganization. To the extent not exercised
prior to such reorganization, the Stock Options shall expire on the
occurrence of such reorganization. A sale of all or substantially all
the assets of the Company for a consideration (apart from the assumption
of obligations) consisting primarily of securities shall be deemed a
reorganization for the foregoing purposes. Notwithstanding the
foregoing, the provisions of this Section shall be subject to Section
6.4.
12.3.2. In the event of the proposed dissolution or
liquidation of the Company, the Stock Options granted hereunder shall
terminate as of a date to be fixed by the Board, provided that not less
than thirty (30) days'prior written notice of the date so fixed shall
be given to the Participants, all Stock Options held by the Participants
shall be fully vested and the Participants shall have the right, during
the period of thirty (30) days preceding such termination, to exercise
their Stock Options in full for all of the shares of Common Stock covered
by the Stock Options; provided, however, either the Participant or the
Company may make the exercise of the outstanding Stock Options after
Participant's receipt of such notice effective only immediately prior to
the consummation of such dissolution. Notwithstanding the foregoing, the
provisions of this Section shall be subject to Section 6.4 and shall be
subject to Section 12.3.1 if the optionee received notice under Section
12.3.1 at a time earlier than the notice provided for herein.
<PAGE>
13. Change of Control.
13.1. Acceleration of Awards Vesting. Except as otherwise
provided in an Award Agreement if a Change of Control of the Company occurs
(a) all Stock Options then unexercised and outstanding shall become fully
vested and exercisable as of the date of the Change of Control and (b)
all restrictions, terms and conditions applicable to all Restricted Stock
then outstanding shall be deemed lapsed and satisfied as of the date of
the Change of Control.
13.2. Payment After Change of Control. Within thirty (30) days
after a Change of Control occurs, the holder of an Award of Restricted Stock
shall receive a new certificate for such shares without the legend set
forth in Section 7 of the Plan.
13.3. Change of Control. Unless otherwise provided in an
employment agreement or an Award Agreement, "Change of Control" shall mean:
13.3.1. The acquisition, after the Effective Date (as defined
in Section 15.10 of the Plan), by an individual, entity or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) of 20% or more of either (a) the shares of the Common
Stock, or (b) the combined voting power of the voting securities of the
Company entitled to vote generally in the election of directors (the
"Voting Securities"); provided, however, that the following acquisitions
shall not constitute a Change of Control: (x) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the
Company or any Subsidiary, or (y) any acquisition by any corporation if,
immediately following such acquisition, more than 80% of the then
outstanding shares of common stock of such corporation and the combined
voting power of the then outstanding voting securities of such
corporation (entitled to vote generally in the election of directors), is
beneficially owned, directly or indirectly, by all or substantially all
of the individuals and entities who, immediately prior to such
acquisition, were the beneficial owners of the Common Stock and the
Voting Securities in substantially the same proportions, respectively, as
their ownership, immediately prior to such acquisition, of the Common
Stock and Voting Securities; or
13.3.2. Individuals who, as of the day after the first
annual meeting of the Company's shareholders following the Effective
Date, constitute the Board (the "Incumbent Board") cease for any reason
to constitute at least a majority of the Board; provided, however, that
any individual becoming a director subsequent to the day after the first
annual meeting of the Company's shareholders following the Effective
Date hereof whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the
directors then serving and comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent
Board, but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of either an actual or
threatened election contest (as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents; or
<PAGE>
13.3.3. Approval by the shareholders of the Company of a
reorganization, merger or consolidation, other than a reorganization,
merger or consolidation with respect to which all or substantially all
of the individuals and entities who where the beneficial owners,
immediately prior to such reorganization, merger or consolidation, of
the Common Stock and Voting Securities beneficially own, directly or
indirectly, immediately after such reorganization, merger or
consolidation more than 80% of the then outstanding common stock and
voting securities (entitled to vote generally in the election of
directors) of the corporation resulting from such reorganization,
merger or consolidation in substantially the same proportions as their
respective ownership, immediately prior to such reorganization, merger
or consolidation, of the Common Stock and the Voting Securities; or
13.3.4. Approval by the shareholders of the Company of (a)
a complete liquidation or dissolution of the Company, or (b) the sale
or other disposition of all or substantially all of the assets of the
Company, other than to a Subsidiary, by the Company.
14. Amendment, Suspension and Termination.
14.1. In General. The Plan and any Awards granted under it
will terminate if shareholder approval is not received for the Plan within
twelve (12) months after adoption of the Plan by the Board. The Board
may suspend or terminate the Plan (or any portion thereof) at any time
and may amend the Plan at any time and from time to time in such respects
as the Board may deem advisable to insure that any and all Awards conform
to or otherwise reflect any change in applicable laws or regulations, or
to permit the Company or the Participants to benefit from any change in
applicable laws or regulations, or in any other respect the Board may
deem to be in the best interests of the Company or any Subsidiary;
provided, however, that no such amendment shall, without shareholder
approval (a) except as provided in Section 12 of the Plan, materially
increase the number of shares of Common Stock which may be issued under
the Plan, (b) materially modify the requirements as to eligibility for
participation in the Plan, (c) materially increase the benefits accruing
to Participants under the Plan, or (d) extend the termination date of the
Plan. No such amendment, suspension or termination shall (x) materially
adversely affect the rights of any Participant under any outstanding
Stock Options or Restricted Stock Awards, without the consent of such
Participant, or (y) make any change that would disqualify the Plan, or
any other plan of the Company or any Subsidiary intended to be so
qualified, from (i) the exemption provided by Rule 16b-3, promulgated
under the Exchange Act, or any successor rule or regulation to such Rule
16b-3, as such rule is applicable from time to time, or (ii) the benefits
provided under Section 422 of the Code, or any successor thereto.
14.2. Award Agreements. The Committee may amend or modify at
any time and from time to time any outstanding Stock Options or Restricted
Stock grants, in any manner to the extent that the Committee would have
had the authority under the Plan to initially determine the restrictions,
terms and provisions of such Stock Options and/or Restricted Stock
grants, including, without limitation, to change the date or dates as of
which such Stock Options may be exercised. No such amendment or
modification shall, however, materially adversely affect the rights of
any Participant under any such Award without the consent of such
Participant.
<PAGE>
15. Miscellaneous.
15.1. Tax Withholding. With respect to any Award the Company
shall have the right to withhold or cause to be withheld by any lawful means
any federal, state, local or other taxes, assessments or amounts of any
kind which the Committee, in its sole discretion, deems necessary to be
withheld to comply with the Code and/or any other applicable law, rule or
regulation. If the Committee, in its sole discretion, permits shares of
Common Stock to be used to satisfy any such withholding, such Common
Stock shall be valued based on the Fair Market Value of such stock as of
the date the withholding is required to be made, such date to be
determined by the Committee. The Committee may establish rules limiting
the use of Common Stock to meet withholding requirements by Participants
who are subject to Section 16 of the Exchange Act.
15.2. No Right to Employment. Neither the adoption of the
Plan, the granting of any Award, nor the execution of any Award Agreement,
shall confer upon any employee of the Company or any Subsidiary any right to
continued employment with the Company or any Subsidiary, as the case may
be, nor shall it interfere in any way with the right, if any, of the
Company or any Subsidiary to terminate the employment of any employee at
any time for any reason.
15.3. Unfunded Plan. The Plan shall be unfunded and the
Company shall not be required to segregate any assets in connection with any
Awards under the Plan. Any liability of the Company to any person with
respect to any Award under the Plan or any Award Agreement shall be based
solely upon the contractual obligations that may be created as a result
of the Plan or any such award or agreement. No such obligation of the
Company shall be deemed to be secured by any pledge of, encumbrance on,
or other interest in, any property or asset of the Company or any
Subsidiary. Nothing contained in the Plan or any Award Agreement shall
be construed as creating in respect of any Participant (or beneficiary
thereof or any other person) any equity or other interest of any kind in
any assets of the Company or any Subsidiary or creating a trust of any
kind or a fiduciary relationship of any kind between the Company, any
Subsidiary and/or any such Participant, any beneficiary thereof or any
other person.
15.4. Other Company Benefit and Compensation Programs.
Payments and other benefits received by a Participant under an Award made
pursuant to the Plan shall not be deemed a part of a Participant's
compensation for purposes of the determination of benefits under any other
employee welfare or benefit plans or arrangements, if any, provided by the
Company or any Subsidiary unless expressly provided in such other plans or
arrangements, or except where the Board expressly determines in writing
that inclusion of an Award or portion of an Award should be included to
accurately reflect competitive compensation practices or to recognize
that an Award has been made in lieu of a portion of competitive annual
base salary or other cash compensation. Awards under the Plan may be
made in addition to, in combination with, or as alternatives to, grants,
awards or payments under any other plans or arrangements of the Company
or its Subsidiaries. The existence of the Plan notwithstanding, the
Company or any Subsidiary may adopt such other compensation plans or
programs and additional compensation arrangements as it deems necessary
to attract, retain and motivate employees.
<PAGE>
15.5. Listing, Registration and Other Legal Compliance. No
shares of the Common Stock shall be issued under the Plan unless legal
counsel for the Company shall be satisfied that such issuance will be in
compliance with all applicable federal and state securities laws and
regulations and any other applicable laws or regulations. The Committee
may require, as a condition of any payment or share issuance, that
certain agreements, undertakings, representations, certificates, and/or
information, as the Committee may deem necessary or advisable, be
executed or provided to the Company to assure compliance with all such
applicable laws or regulations. Certificates for shares of the
Restricted Stock and/or Common Stock delivered under the Plan may be
subject to such stock-transfer orders and such other restrictions as the
Committee may deem advisable under the rules, regulations, or other
requirements of the Securities and Exchange Commission, any stock
exchange upon which the Common Stock is then listed, and any applicable
federal or state securities law. The Committee may cause a legend or
legends to be put on any such share certificates to make appropriate
reference to such restrictions. In addition, if, at any time specified
herein (or in any Award Agreement) for (a) the making of any
determination or (b) the issuance or other distribution of Restricted
Stock and/or Common Stock to or through a Participant with respect to any
Award, any law, rule, regulation or other requirement of any governmental
authority or agency shall require either the Company, any Subsidiary or
any Participant (or any estate, designated beneficiary or other legal
representative thereof) to take any action in connection with any such
determination, any such shares to be issued or distributed, or the making
of any such determination, as the case may be, shall be deferred until
such required action is taken.
15.6. Award Agreements. Each Participant receiving an Award
under the Plan shall enter into an Award Agreement with the Company in a form
not inconsistent with the Plan or any determinations made by the
Committee. Each such Participant shall agree to the restrictions, terms
and conditions of the Award set forth therein.
15.7. Designation of Beneficiary. Each Participant to whom an
Award has been made under the Plan may designate a beneficiary or beneficiaries
to receive any payment which under the terms of the Plan and the relevant
Award Agreement may become payable on or after the Participant's death.
At any time, and from time to time, any such designation may be changed
or canceled by the Participant without the consent of any such
beneficiary. Any such designation, change or cancellation must be on a
form provided for that purpose by the Committee and shall not be
effective until received by the Committee. If no beneficiary has been
designated by a deceased Participant, or if the designated beneficiaries
have predeceased the Participant, the beneficiary shall be the
Participant's estate. If the Participant designates more than one
beneficiary, any payments under the Plan to such beneficiaries shall be
made in equal shares unless the Participant has expressly designated
otherwise, in which case the payments shall be made in the shares
designated by the Participant.
<PAGE>
15.8. Leaves of Absence/Transfers. The Committee shall have
the power to promulgate rules and regulations and to make determinations,
as it deems appropriate, under the Plan in respect of any leave of absence
from the Company or any Subsidiary granted to a Participant. Without
limiting the generality of the foregoing, the Committee may determine
whether any such leave of absence shall be treated as if the Participant
has terminated employment with the Company or any such Subsidiary. If a
Participant transfers within the Company, or to or from any Subsidiary,
such Participant shall not be deemed to have terminated employment as a
result of such transfers.
15.9. Governing Law. The Plan and all actions taken thereunder
shall be governed by and construed in accordance with the laws of the State of
Texas, without regard to principles of conflict of laws thereunder. Any
titles and headings herein are for reference purposes only, and shall in
no way limit, define or otherwise affect the meaning, construction or
interpretation of any provisions of the Plan.
15.10. Effective Date. The Plan shall be effective as of October
25, 1999 (the "Effective Date"), subject to the approval by the Company's
shareholders in accordance with Section 422 of the Code.
Addendum - Form of Proxy
UNIVIEW TECHNOLOGIES CORPORATION
PROXY SOLICITED BY DIRECTORS FOR ANNUAL MEETING
December 9, 1999
The undersigned, having received the Notice of Annual Meeting, Proxy
Statement, and Annual Report on Form 10-K for the year ended June 30,
1999, hereby appoint(s) Neal J. Katz and Thomas W. (Bill) Park and each
of them, proxies to represent the undersigned, with full power of
substitution, at the Annual Meeting of Shareholders of uniView
Technologies Corporation, to be held on Thursday, December 9, 1999 at
4:30 P.M., Dallas time, at 17300 North Dallas Parkway, Suite 2050,
Dallas, Texas 75248 and at any and all postponements or adjournments
thereof:
(continued and to be signed on reverse side)
--------------------------
Please date, sign and mail your
proxy card back as soon as possible!
<PAGE>
Annual Meeting of Shareholders
UNIVIEW TECHNOLOGIES CORPORATION
December 9, 1999
Please Detach and Mail in the Envelope Provided
----------
A [X] Please mark your votes as indicated in this example.
The directors recommend a vote FOR the election of all nominees
and a vote FOR all of the proposals.
FOR all nominees WITHHOLD
listed at right (except AUTHORITY
as marked to the to vote for all nominees
contrary below) listed at right
1. Election of
Directors: [ ] [ ] Nominees: Patrick A. Custer
Edward M. Warren
Instruction: To withhold authority to vote Bernard S. Appel
for any individual nominee, strike a line Billy J. Robinson
through the name of nominee in the list at right.
Unless authority to vote for all the foregoing
nominees is withheld, this proxy will be deemed
to confer authority to vote for every nominee
whose name is not struck.
2. To ratify the appointment of Grant Thornton LLP as the Company's
independent auditors for the fiscal year ending June 30, 2000.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. To approve the Company's 1999 Equity Incentive Plan.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. To ratify stock options granted to employees and directors.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
5. In their discretion, the proxies are authorized to vote upon such
other business that may properly come before the meeting.
Unless otherwise specified in the squares provided, the proxies
shall vote FOR the election of all of the nominees listed in Proposal #1
at left, and FOR Proposals #2 and #3.
<PAGE>
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE
_______________________ _______________________ Dated ___________, 1999
(Signature)(Title) (Signature if Held Jointly)
NOTE: Please sign exactly as name appears above. When shares
are held by joint tenants, both should 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 person. If a partnership, please sign in full
partnership name by authorized person.
