<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. __)
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement / / Confidential, For Use of the
Commission Only (as Permitted
/ / Definitive Proxy Statement by Rule 14a-6(e)(2))
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
IMPCO Technologies, Inc.
-----------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
-----------------------------------------------------------------------
(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 14a-6(i)(1) 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:
-----------------------------------------------------------
<PAGE>
IMPCO TECHNOLOGIES, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of IMPCO Technologies, Inc.
Notice is hereby given that the Annual Meeting of Stockholders of IMPCO
Technologies, Inc. will be held at 1:30 p.m. local time on November 13, 1997 at
the Sheraton Cerritos Hotel Towne Center, 12725 Center Court Drive, Cerritos,
California 90703 for the following purposes:
(1) To elect three directors for a term of three years;
(2) To consider and vote upon a proposal to approve the 1997
Incentive Stock Option Plan;
(3) To ratify the appointment of Ernst & Young LLP as the Company's
independent public accountants; and
(4) To transact such other business as may properly come before the
meeting.
Stockholders of record at the close of business on September 18, 1997, will be
entitled to notice of and to vote at the meeting and any adjournment thereof.
The vote of each stockholder is important. Whether or not you plan to attend
the meeting, you are requested to date and sign the enclosed proxy card and
return it promptly.
By Order of the Board of Directors,
Dale L. Rasmussen
Secretary
Cerritos, California
September ___, 1997
<PAGE>
IMPCO TECHNOLOGIES, INC.
16804 GRIDLEY PLACE
CERRITOS, CALIFORNIA 90703
PROXY STATEMENT
________________
INFORMATION REGARDING PROXIES
This Proxy Statement and the enclosed proxy are furnished in connection
with the solicitation of proxies by the Board of Directors of IMPCO
Technologies, Inc. (the "Company") for use at the Annual Meeting of Stockholders
to be held on Thursday, November 13, 1997, at 1:30 p.m. local time, at the
Sheraton Cerritos Hotel Towne Center, 12725 Center Court Drive, Cerritos,
California 90703, and any adjournment thereof.
These proxy materials are being mailed to stockholders commencing on or
about September ___, 1997. Expenses of solicitation of proxies will be paid by
the Company. Solicitation will be by mail. There may be telegraph, telephone
or personal solicitations by directors, officers, and employees of the Company
which will be made without paying them additional compensation. The Company
will request banks and brokers to solicit proxies from their customers and will
reimburse those banks and brokers for reasonable out-of-pocket costs for this
solicitation.
If the enclosed proxy is properly executed and returned, it will be voted
in accordance with the instructions specified thereon. In the absence of
instructions to the contrary, it will be voted (i) for all of the nominees for
the Company's Board of Directors listed in this Proxy Statement, (ii) for
approval of the 1997 Incentive Stock Option Plan, and (iii) for ratification of
the appointment of Ernst & Young LLP as the Company's independent public
accountants. If other matters come before the meeting, it will be voted in
accordance with the best judgment of the persons named as proxies in the
enclosed proxy. Execution of the proxy will not in any way affect a
stockholder's right to attend the meeting or prevent voting in person. A proxy
may be revoked at any time by delivering written notice to the Secretary of the
Company before it is voted.
Only stockholders of record at the close of business on September 18,
1997 are entitled to notice of and to vote at the Annual Meeting or any
adjournment thereof. The holders of shares of Common Stock and 1993 Series 1
Preferred Stock representing one-third of the outstanding voting rights of the
stockholders entitled to vote at the Annual Meeting will constitute a quorum at
the Annual Meeting. Abstentions and broker non-votes will be counted for
purposes of determining the presence or absence of a quorum.
1
<PAGE>
I. ELECTION OF DIRECTORS
The Board of Directors is divided into three classes, each consisting of
three Directors, with the three classes serving staggered three-year terms. The
Directors elected at the Annual Meeting will be elected for three-year terms.
Each Director will hold office until the first meeting of stockholders
immediately following expiration of his term of office and until his successor
is qualified and elected.
Although the Board of Directors anticipates that all of the nominees will
be available to serve as Directors of the Company, if any of them do not accept
the nomination, or otherwise are unwilling or unable to serve, the proxies will
be voted for the election of a substitute nominee or nominees designated by the
Board of Directors.
Directors are elected by a plurality of the votes cast by the holders of
the Common Stock and the 1993 Series 1 Preferred Stock present in person or
represented by proxy and entitled to vote at the Annual Meeting. Any shares not
voted (whether by abstention, broker non-vote or votes withheld) are not counted
as votes cast for or against the nominees and will be excluded from the vote.
INFORMATION ABOUT DIRECTORS
AND NOMINEES FOR ELECTION
The names and ages of the nominees and the other Directors, the year in
which each first became a director of the Company, their principal occupations
and certain other information are as follows:
NOMINEES FOR ELECTION TO TERMS EXPIRING IN 2000
PETER B. BENSINGER, age 61, has been a Director since March, 1995. He
has been the President and CEO of Bensinger, DuPont & Associates, a consulting
firm providing consulting, training and employee assistance programs, since
1982. Mr. Bensinger served as Administrator of the U.S. Drug Enforcement
Administration from January 1976 to July 1981.
RAWLEY F. TAPLETT, age 76, has been a Director of the Company since May
1978, and serves as Chairman of the Board. He is the founder and owner of R.F.
Taplett Fruit and Storage Company, a grower, packer and marketer of fruit,
primarily apples. He is also the principal shareholder, and officer and
director, of Whitestone Orchards, Inc., which owns and operates apple orchards.
DOUGLAS W. TOMS, age 67, is the Chairman of the Executive Committee and
has been a Director of the Company since October 1980. He served as President
and Chief Executive Officer of the Company from October 1980 to April 1989.
Since April 1989, Mr. Toms has been a consultant to American Honda Motor
Company, Inc.
2
<PAGE>
DIRECTORS WHOSE TERMS CONTINUE UNTIL 1998
V. ROBERT COLTON, age 67, has been a Director since March 1989.
Mr. Colton is a retired dentist and has engaged in real estate investment and
development activities for a number of years.
PAUL MLOTOK, age 56, has been a Director since April 1997. He has been a
principal with Global Business Network (GBN), a consulting firm specializing in
strategy development particularly in the energy and natural resources
industries, since June 1995. Prior to joining GBN, Mr. Mlotok was an oil
analyst at Morgan Stanley & Co.
ROBERT M. STEMMLER, age 62, has been a Director since May 1993, and
became the President and Chief Executive Officer of the Company on July 1, 1993.
He was a full-time consultant to the Company from December 1992 until becoming
President and CEO. From 1988 until December 1992, Mr. Stemmler was the Chief
Operating Officer of Sargent Fletcher Company, a manufacturer of fuel tanks,
aerial refueling systems and specialty mission equipment for military aircraft.
He was the General Manager of IMPCO Technologies, Inc. from 1982 to 1985.
DIRECTORS WHOSE TERMS CONTINUE UNTIL 1999
NORMAN L. BRYAN, age 56, has been a Director since November 1993. He was
employed by Pacific Gas and Electric Company until his retirement in 1994.
Mr. Bryan was Vice President, Marketing from February 1993 until December 1994,
and was Vice President, Clean Air Vehicles from February 1991 to February 1993.
DON J. SIMPLOT, age 62, has been a Director since May 1978. He is the
President of Simplot Industries, Inc., which is engaged in agricultural
enterprises, and a Vice President of J.R. Simplot Company, which is also engaged
in agricultural enterprises. Mr. Simplot is a Director of Micron Technology,
Inc., a designer and manufacturer of semiconductor memory components primarily
used in various computer applications.
MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
During the fiscal year ended April 30, 1997, there were three meetings of
the Board of Directors. Each Director attended at least 75% of the total number
of meetings of the Board of Directors and committees on which the Director
served, with the exception of V. Robert Colton.
Members of the Executive Committee are Douglas W. Toms, Chair, Peter B.
Bensinger, Robert M. Stemmler and Rawley F. Taplett. The Executive Committee
has the authority to exercise all of the authority of the Board of Directors,
except that it may not recommend to the stockholders proposals to be approved by
the stockholders, amend the Bylaws, or amend the Certificate of Incorporation.
The Executive Committee did not meet during the fiscal year ended April 30,
1997.
3
<PAGE>
Members of the Audit Committee are Norman L. Bryan, Chair, and Douglas W.
Toms. The Audit Committee reviews with the Company's independent auditors the
scope, results and costs of the annual audit and the Company's accounting
policies and financial reporting. The Audit Committee met two times during the
fiscal year ended April 30, 1997.
Members of the Compensation Committee are Douglas W. Toms, Chair, Don J.
Simplot and Rawley F. Taplett. The function of the Compensation Committee is to
consider and propose executive compensation policies and submit to the Board of
Directors reports recommending compensation to be paid to the Company's
executive officers. The Compensation Committee met once during the fiscal year
ended April 30, 1997.
Members of the Strategic Planning Committee are Peter B. Bensinger,
Chair, Norman L. Bryan, Robert M. Stemmler and Douglas W. Toms. This committee
is responsible for developing long-term strategic planning for consideration by
the Board of Directors. The Strategic Planning Committee met two times during
the fiscal year ended April 30, 1997.
The Board of Directors does not have a standing nominating committee.
Edwin J. Schneebeck served as a Director until his death on July 28,
1997. He was Vice Chairman of the Board of Directors and a member of the
Executive, Audit and Compensation Committees.
COMPENSATION OF DIRECTORS
Each Director who is not an employee of the Company is paid an attendance
fee of $1,000 plus out-of-pocket expenses for each Board or Committee meeting
attended. In addition, the Chairman and Vice-Chairman of the Board of Directors
are each paid an annual retainer of $50,000 plus reimbursement of out-of-pocket
expenses, and provided an auto allowance of $1,000 per month. The Company
provides medical insurance for the Chairman of the Executive Committee.
A total of 290,000 options have been granted to Directors under the 1993
Stock Option Plan for nonemployee Directors, of which 240,000 are held by
Messrs. Bensinger, Bryan, Colton, Moltok, Simplot, Taplett and Toms. The
remaining 50,000 options are held by the estate of a deceased Director. 60,000
options were available for future grants as of April 30, 1997. Option exercise
prices are the higher of (i) the average market value of the stock for the 15
trading days following the date of grant and (ii) the market value on the
fifteenth trading day following the date of grant. Options are not assignable
and vest cumulatively at the rate of 25% annually, beginning on the first
anniversary date of grant. However, if a Director dies, becomes disabled or
retires at age 62 or later, then options vest at the rate of 25% for each full
calendar year in which optionee served as a Director of the Company. Options
must be exercised while a Director or within three months following termination
as Director, unless termination results from death or disability, in which case
options may be exercised during the one-year period following termination. In
no event may options be exercised more than ten years after date of grant.
4
<PAGE>
VOTING SECURITIES
Stockholders eligible to vote at the Annual Meeting are those of record
at the close of business on September 18, 1997. The voting securities of the
Company consist of Common Stock and 1993 Series 1 Preferred Stock. At August
29, 1997, 5,814,587 shares of Common Stock and 5,950 shares of 1993 Series 1
Preferred Stock were outstanding.
Each outstanding share of Common Stock is entitled to one vote on all
matters to be presented at the meeting. Each share of 1993 Series 1 Preferred
Stock is also entitled to vote on all such matters and is entitled to the number
of votes equal to the number of full shares of Common Stock into which it was
convertible on the record date. On that date, each share of 1993 Series 1
Preferred Stock was convertible into the number of shares of Common Stock that
results from dividing $1,000 by a conversion price of $5.30 per share, or 188
votes.
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
COMMON STOCK
The following table sets forth information as of August 29, 1997, with
respect to all stockholders known by the Company to be the beneficial owners of
more than 5% of the outstanding Common Stock. Except as otherwise specified,
each named beneficial owner has sole voting and investment power with respect to
the shares set forth opposite his or her name.
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
------------------- -------------------- --------
Estate of Edwin J. Schneebeck 1,361,451(1) 21.02%
P.O. Box 5245
Tacoma, WA 98405
Rawley F. Taplett 615,340(2) 9.72%
P.O. Box 2188
Wenatchee, WA 98801
Timothy J. Schneebeck 445,601 7.59%
P.O. Box 5245
Tacoma, WA 98405
Mary Chichester 356,644(3) 5.96%
714 East 48th Street
Tacoma, WA 98404
-------------------------
(1) Includes 50,000 shares subject to options under Directors Stock
Option Plan and 613,671 shares subject to conversion rights under
3,250 shares of 1993 Series 1 Preferred Stock.
5
<PAGE>
(2) Includes 50,000 shares subject to options under the Directors Stock
Option Plan and 169,940 shares subject to conversion rights under
900 shares of 1993 Series 1 Preferred Stock.
(3) Includes 166,666 shares subject to a presently exercisable warrant.
PREFERRED STOCK
The following table sets forth information as of August 29, 1997, with
respect to all stockholders known by the Company to be the beneficial owners of
more than 5% of the outstanding 1993 Series 1 Preferred Stock. Each named
beneficial owner has sole voting and investment power with respect to the shares
set forth opposite his name.
NAME OF AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
---------------- -------------------- --------
Estate of Edwin J. Schneebeck 3,250 54.62%
P.O. Box 5245
Tacoma, WA 98405
Don J. Simplot 900 15.13%
P.O. Box 27
Boise, ID 83707
Rawley F. Taplett 900 15.13%
P.O. Box 2188
Wenatchee, WA 98801
Douglas W. Toms 450 7.56%
2001 Lakewood
Olympia, WA 98501
Dale L. Rasmussen 450 7.56%
28833 228th Avenue S.E.
Kent, WA 98042 ----- ------
5,950 100.00%
6
<PAGE>
OWNERSHIP OF MANAGEMENT
The following table sets forth information as of August 29, 1997, as to the
number of shares of Common Stock and 1993 Series 1 Preferred Stock beneficially
owned by (i) each Director, (ii) the executive officers named in the Summary
Compensation Table and (iii) all Directors and executive officers as a group.
Except as otherwise specified, each named beneficial owner has sole voting and
investment power with respect to the shares set forth opposite his name.
<TABLE>
<CAPTION>
TITLE OF NAME OF BENEFICIAL AMOUNT AND NATURE OF
CLASS OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
-------- ------------------ -------------------- ----------------
<S> <C> <C> <C>
Common Peter B. Bensinger 57,833(1) *
Common Norman L. Bryan 13,500(1) *
Common V. Robert Colton 146,666(2) 2.51%
Common Thomas M. Costales 6,000(3) *
Common Syed Hussain 12,000(4) *
Common Paul Mlotok -0- -0-
Common Dale L. Rasmussen 163,901(5) 2.74%
Common Hans Roehricht 5,833(6) *
Common Don J. Simplot 283,241(7) 4.72%
Common Robert M. Stemmler 105,754(8) 1.79%
Common Rawley F. Taplett 586,732(9) 9.72%
Common Douglas W. Toms 240,635(10) 4.04%
Common All executive officers and
directors as a group (12 persons) 1,434,361 22%
Preferred See "Ownership of Certain
Beneficial Owners - Preferred
Stock" for ownership of 1993
Preferred Stock
All executive officers and
directors as a group (12 persons) 2,700 45.38%
</TABLE>
- -------------------------------
* Less than 1%
(1) Includes 12,500 shares subject to options under Directors Stock Option
Plan.
7
<PAGE>
(2) Includes 30,000 shares subject to options under Directors Stock Option
Plan.
(3) Includes 6,000 shares subject to options under Incentive Stock Option
Plan.
(4) Includes 12,000 shares under Incentive Stock Option Plan.
(5) Includes 25,000 shares subject to options under the Incentive Stock
Option Plan, 52,714 shares subject to options under the 1991 Executive
Stock Option Plan and 84,970 shares subject to conversion rights under
450 shares of 1993 Series 1 Preferred Stock.
(6) Includes 5,833 shares under the Incentive Stock Option Plan.
(7) Includes 17,500 shares subject to options under Directors Stock Option
Plan and 169,940 shares subject to conversion rights under 900 shares of
1993 Series 1 Preferred Stock.
(8) Includes 105,000 shares subject to options under the Incentive Stock
Option Plan.
(9) Includes 50,000 shares subject to options under Directors Stock Option
Plan and 169,940 shares subject to conversion rights under 900 shares of
1993 Series 1 Preferred Stock.
(10) Includes 50,000 shares subject to options under Directors Stock Option
Plan and 84,970 shares subject to conversion rights under 450 shares of
1993 Series 1 Preferred Stock.
EXECUTIVE OFFICERS
The following are the executive officers of the Company. Executive
officers are elected by the Board of Directors. For information concerning
Common Stock and 1993 Series 1 Preferred Stock beneficially owned by the
executive officers, see "Ownership of Management."
ROBERT M. STEMMLER. See description under "Election of Directors -
Information About Directors and Nominees for Election."
DALE L. RASMUSSEN, age 47, has been the Senior Vice President and
Secretary since June 1989. He joined the Company in 1984 as Vice President of
Finance and Administration.
SYED HUSSAIN, age 44, has been Vice President of Technology and
Automotive OEM Operations since November 7, 1996. Mr. Hussain joined the
Company in 1993 and held various positions with the Company before becoming a
Vice President.
HANS J. ROEHRICHT, age 56, has been Vice President of Gaseous Fuel
Products since November 1996. Mr. Roehricht joined the Company in 1990 and held
various positions with the Company before becoming a Vice President.
THOMAS M. COSTALES, age 50, has been the Treasurer and Chief Financial
Officer of the Company since March 1995. From September 1993 until joining the
Company, he was Vice President and Controller of the Omnifax division of Danka
Industries, Inc. He held a similar position with Omnifax's predecessor,
Telautograph Corporation, from 1987 until it was acquired by Danka Industries.
8
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth certain information regarding compensation
paid during each of the Company's last three fiscal years to the Company's chief
executive officer and the Company's four other most highly compensated executive
officers.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------- ------
SECURITIES
UNDERLYING
NAME AND FISCAL SALARY BONUS OPTIONS ALL OTHER
PRINCIPAL POSITION YEAR ($) (1) ($) (IN SHARES) COMPENSATION
------------------ ------ ------ ----- ----------- ------------
<S> <C> <C> <C> <C> <C>
Robert M. Stemmler 1997 $197,917 $ 62,600 58,535(2) $31,181(3)
President and Chief 1996 198,000 61,500 20,000(2) 25,878
Executive Officer 1995 178,083 53,625 50,000(2) 25,872
Dale L. Rasmussen 1997 $ 92,000 $ 12,000 12,000(2) $16,170(4)
Senior Vice President 1996 93,416 13,000 -0- 14,865
and Secretary 1995 89,083 15,000 -0- 15,122
Syed Hussain 1997 $108,333 $ 27,900 17,000(2) $10,900(5)
Vice President of Technology and 1996 94,385 23,000 3,000(2) 9,400
Automotive OEM Operations 1995 83,267 17,000 -0- 9,400
Hans Roehricht 1997 $109,167 $ 24,300 11,035(2) $15,793(6)
Vice President of Gaseous Fuel 1996 101,538 17,000 2,500(2) 13,990
Products 1995 89,725 22,000 -0- 13,706
Thomas M. Costales 1997 $104,188 $ 30,600 7,048(2) $17,355(7)
Treasurer and Chief 1996 101,755 17,300 -0- 15,249
Financial Officer 1995 16,667 3,000 12,000(2) 2,000
</TABLE>
- -------------------------
(1) Includes amounts deferred by executive officers pursuant to the IMPCO
Employee Savings Plan and Deferred Compensation Plan.
(2) Options under Incentive Stock Option Plans.
(3) Group term life insurance premium of $16,340, Christmas bonus of $1,000,
automobile allowance of $12,000 and Company's contribution of $2,841
pursuant to the IMPCO Employee Savings Plan.
(4) Group term life insurance premium of $1,073, Company's contribution of
$2,097 pursuant to the IMPCO Employee Savings Plan, Christmas bonus of
$1,000 and auto allowance of $12,000.
(5) Christmas bonus of $1,000 and automobile allowance of $9,900.
9
<PAGE>
(6) Group life insurance premium of $2,303, Company's contribution of $2,590 to
the IMPCO Employee Savings Plan, Christmas bonus of $1,000 and auto
allowance of $9,900.
(7) Group term life insurance premium of $1,913, Company's contribution of
$2,442 pursuant to the IMPCO Employee Savings Plan, Christmas bonus of
$1,000 and automobile allowance of $12,000.
OPTIONS GRANTED IN FISCAL YEAR 1997
The following table provides information with respect to options granted
during the last fiscal year.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------
NUMBER OF % OF TOTAL
SHARES OPTIONS
UNDERLYING GRANTED TO EXERCISE
OPTIONS EMPLOYEES PRICE PER EXPIRATION
NAME GRANTED (1) IN FISCAL YEAR SHARE DATE
---- ----------- -------------- --------- ----------
<S> <C> <C> <C> <C> <C>
Robert M. Stemmler 35,000 28% $7.63 11/22/06
Robert M. Stemmler 35 0% 8.75 01/02/07
Robert M. Stemmler 23,500 16% 6.25 11/07/06
Dale L. Rasmussen 12,000 8% 6.25 11/07/06
Syed Hussain 5,000 3% 7.63 11/22/06
Syed Hussain 12,000 8% 6.25 11/07/06
Hans J. Roehricht 5,000 3% 7.63 11/22/06
Hans J. Roehricht 35 0% 8.75 01/02/07
Hans J. Roehricht 6,000 4% 6.25 11/07/06
Thomas M. Costales 5,000 3% 7.63 11/22/06
Thomas M. Costales 48 0% 8.75 01/02/07
Thomas M. Costales 2,000 1% 6.25 11/07/06
</TABLE>
POTENTIAL REALIZABLE
VALUE AT ASSUMED ANNUAL
RATES OF STOCK PRICE
APPRECIATION FOR OPTION TERM (2)
NAME 5% 10%
---- ------- -------
Robert M. Stemmler $260,499 $660,181
Dale L. Rasmussen 47,164 119,533
Thomas M. Costales 31,115 81,389
Syed Hussain 71,156 180,333
Hans J. Roehricht 47,766 121,053
10
<PAGE>
- -------------------
(1) Material terms of options granted under the 1996 Incentive Stock Option
Plan are as follows: Options are granted at the fair market value of the
Common Stock on the date of grant and vest cumulatively at the rate of
40% after the first two years following the date of the grant and 20%
each year thereafter so that the employee is 100% vested after five
years. However, if employment terminates due to death or disability,
retirement at or after age 62, or termination without cause, then options
vest at the rate of 25% for each full calendar year of employment.
Options may be exercised only while an optionee is employed by the
Company, or within three months following termination of employment.
However, if termination results from death or disability, options may be
exercised within one year of the termination date. In no event may
options be exercised more than ten years after date of grant.
(2) Based on ten-year option term and annual compounding at rates shown. The
dollar amounts under these columns are the results of calculations at the
5% and 10% rates set by the Securities and Exchange Commission and,
therefore, are not intended to forecast possible future appreciation, if
any, of the Common Stock. No gain to optionees is possible without stock
price appreciation, which will benefit all stockholders on a commensurate
basis.
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1997
AND
FISCAL YEAR-END OPTION VALUES
The following table provides information with respect to exercise of
options during the last fiscal year and value of unexercised options at the end
of fiscal year 1997.
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
SHARES OPTIONS (IN SHARES) OPTIONS
ACQUIRED AT FISCAL YEAR-END AT FISCAL YEAR-END(1)
ON ------------------ ---------------------
EXERCISE VALUE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE UNEXERCISABLE
---- -------- -------------- ------------- -------------
<S> <C> <C> <C> <C>
Robert M. Stemmler -0- -0- 82,500/116,035 $69,025/162,136
Dale L. Rasmussen -0- -0- 77,714/12,000 $467,554/40,560
Thomas M. Costales -0- -0- 6,000/13,048 $3,780/20,582
Syed Hussain -0- -0- 9,000/23,000 $20,880/61,270
Hans J. Roehricht -0- -0- 5,833/13,535 $21,174/33,436
</TABLE>
- ----------------------------------------
(1) Calculated by determining the difference between the fair market value of
the Common Stock underlying the options on April 30, 1997 ($9.63) and the
exercise price of the options.
EMPLOYMENT AGREEMENT
The Company entered into an Employment Agreement with Robert M. Stemmler
which provides for two consecutive twelve month periods of employment as the
President and Chief
11
<PAGE>
Executive Officer, commencing April 1, 1997. It is subject to certain
termination events, which include Mr. Stemmler's resignation and the Company's
right to terminate him with or without cause upon payment of lump sum equal to
100% in the first term and 75% in the second term, respectively, of base salary,
plus certain incentive compensation and payment of benefits for a period
following termination. The Employment Agreement requires payment of an annual
base salary of $230,000, and payment of incentive compensation under the
Company's Bonus Incentive Plan.
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The following report on executive compensation is furnished by the Board of
Directors. In fiscal year 1997, as in prior years, the nonmanagement members of
the Board of Directors determined the compensation to be paid to the executive
officers. An Employment Agreement with Robert M. Stemmler was in effect during
the fiscal year. See "Employment Agreement."
FISCAL YEAR 1997 COMPENSATION
COMPENSATION PHILOSOPHY
Compensation of the executive officers is designed to link compensation
directly to the Company's growth and financial performance. Compensation
consists of base compensation, a Bonus Incentive Plan and options under
Incentive Stock Option Plans. The objective of these three elements, taken
together, is to provide reasonable base compensation and to retain, recognize
and reward superior performance. The compensation philosophy also ensures that
the Company provides a comprehensive compensation package that is competitive in
the marketplace.
BONUS INCENTIVE PLAN
The Company has a Bonus Incentive Plan which includes a bonus incentive
plan for the chief executive officer and a bonus incentive pool for the
executive officers and staff. These bonus plans have two components: A
"revenue portion" which is based upon the percentage increase of the Company's
gross revenues to the extent gross revenues exceed 110% of the prior fiscal year
gross revenues, and an "earnings before interest and taxes (EBIT) portion" which
is based upon the incremental growth in EBIT over the prior fiscal year. The
minimum bonus payable to the chief executive officer is 1.5% of the current
fiscal year's EBIT and the maximum bonus is 75% of current salary. The minimum
bonus pool for the other executive officers and staff is 4% of the current
fiscal year's EBIT and the maximum bonus pool is 50% of their current aggregate
salaries.
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DEFERRED COMPENSATION PLAN
The Board of Directors has adopted a Deferred Compensation Plan to provide
a select group of management or highly compensated employees and Directors with
the opportunity to participate in a deferred compensation program. Under the
program, participants may defer up to 100% of their base compensation and
bonuses earned. The Company is required to make certain matching contributions,
a portion of which is to be in the form of options to purchase the Company's
Common Stock granted under the 1996 Incentive Stock Option Plan and a portion in
shares of the Company's Common Stock, subject to vesting provisions. The
options are to be granted on the first day of each calendar year during which
the Company's Common Stock is traded and the exercise price for such options
shall be equal to the closing price on the Nasdaq National Market or such stock
exchange on the first trading day of such calendar year. The program is not
qualified under Section 401 of the Internal Revenue Code. The Company will pay
participants in the program, upon retirement or termination of employment, an
amount equal to the amount of deferred compensation plus investment returns and
vested shares of the Company's Common Stock.
CEO COMPENSATION
Robert M. Stemmler served as chief executive officer pursuant to an
Employment Agreement which had a term ending March 31, 1997. Pursuant to that
Employment Agreement, he was paid a base salary at an annual rate of $190,000.
Effective April 1, 1997, the Company entered into a new Employment Agreement
pursuant to which he is being paid a base salary at an annual rate of $230,000.
In addition to the base salary, Mr. Stemmler is eligible for an annual cash
bonus under the Bonus Incentive Plan during each fiscal year. Mr. Stemmler's
bonus for fiscal year 1997 was the minimum bonus payable under the Bonus
Incentive Plan.
As longer term compensation, options were granted to purchase 58,535 shares
of Common Stock under the Company's Incentive Stock Option Plans. In addition,
under the April 1, 1997 Employment Agreement, Mr. Stemmler will be granted
options to purchase 150,000 shares of Common Stock under the Company's Incentive
Stock Option Plans and to purchase an additional 50,000 shares of Common Stock
if the trading price of the Common Stock reaches a targeted price during fiscal
year 1998. The options are intended to induce Mr. Stemmler's continued
employment, allow him to participate in the ownership of the Company, and
provide further long-term incentive to advance the interest of the Company and
increase the value of the Company's Common Stock.
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OTHER EXECUTIVE OFFICERS
In reviewing and approving base salaries for the executive officers, the
Compensation Committee relies on independent industry surveys to assess the
Company's salary competitiveness and salary range for each position. Base
salary is based upon individual performance, experience, competitive pay
practices and level of responsibilities. Base salaries in fiscal year 1997
reflected the Committee's determination of compensation levels required to
remain competitive, given each executive officer's performance, the Company's
performance and the competitive environment for executive talent. The purpose
of stock options is to induce selected, key employees of the Company to remain
employed with the Company, to participate in the ownership of the Company, to
advance the interests of the Company and to increase the value of the Company's
Common Stock. In fiscal year 1997, the executive officers' bonuses under the
Bonus Incentive Plan were at the minimum level payable under the Plan.
The foregoing report was made by the members of the Compensation Committee.
Douglas W. Toms, Chair
Edwin J. Schneebeck
Don J. Simplot
Rawley F. Taplett
COMPARATIVE STOCK PERFORMANCE
The graph below compares the cumulative total stockholder return on the
Company's Common Stock for the last five fiscal years with the cumulative total
return of the CRSP Total Return Index for The Nasdaq Stock Market Index and the
Nasdaq Trucking and Transportation Stock Index over the same period (assuming
the investment of $100 and reinvestment of all dividends).
[Graph to Come]
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Nasdaq
Value at Trucking
April 30 AirSensors Nasdaq Transportation
-------- ---------- ------ --------------
1992 100.0 100.0 100.0
1993 136.7 120.4 112.1
1994 283.3 128.0 126.9
1995 226.7 148.8 127.0
1996 223.3 212.1 150.6
1997 206.7 224.5 147.4
II. APPROVAL OF 1997 INCENTIVE STOCK OPTION PLAN
The Board of Directors adopted the 1997 Incentive Stock Option Plan (the
"Plan") subject to stockholder approval. It is similar to the 1989 and 1996
Incentive Stock Option Plans and was adopted because of the small number of
options remaining available for grant under those two plans. The Board of
Directors believes that use of stock options is desirable as an effective means
of securing to the Company and its stockholders the advantages of the incentive
inherent in stock ownership by participating employees, whose judgment,
initiative and efforts are important to the Company for the successful conduct
of its business. Stockholder approval of the Plan will enable the Company to
continue incentive stock option programs for employees of the Company and
provide the flexibility to make stock-based incentive compensation awards.
The Plan is set forth in full as Exhibit A to this Proxy Statement and
reference is made thereto for a complete statement of its terms and provisions.
The principal features of the Plan are discussed below.
DESCRIPTION OF THE PLAN
The Plan is administered by the Board of Directors, which has the authority
to appoint a Stock Option Committee consisting of not less than three Directors
and delegate administration to the Committee. It determines the employees to be
granted options and the amount of stock options to be awarded to employees.
Employees, including officers, of the Company and its subsidiaries are eligible
to receive options. The total number of shares of Common Stock which may be
issued pursuant to options under the Plan is 750,000. As of the date of this
Proxy Statement, options for 705,000 shares under the Plan have been granted,
subject to approval of the Plan by the stockholders.
The Plan provides for options which qualify as "incentive stock options" as
defined under the Internal Revenue Code. The option price must be at least
equal to the fair market value of the Company's Common Stock on the date of
grant. Options are not assignable except by will or the laws of decent and
distribution. Options vest and are exercisable cumulatively (i) as to 40% of
the total number of shares initially subject to the option, 24 months following
the date of grant
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of such option, and (ii) as to 20% of the total number of shares initially
subject the option, once during each 12-month period thereafter, so that 60
months following the date of grant such options are fully vested and
exercisable. An optionee may exercise an option only while an employee of the
Company or one of its subsidiaries, or within three months following the
termination of such employment. If an optionee becomes disabled or dies while
in the employ of the Company or a subsidiary, the option may be exercised within
one year of the optionee's death or termination due to disability. In no event
may an option be exercised more than ten years after the date of grant. The
option price may be paid in cash or by the surrender of shares of the Company's
Common Stock owned by the employee exercising the option and having a fair
market value on the date of exercise equal to the option price, or in any
combination of cash and shares equal to the option price.
The Plan does not limit the aggregate number of shares which may be
optioned to any one employee or in any single year. However, the maximum value
of grants that vest in a calendar year is limited to $100,000 for each employee.
The Plan provides for appropriate adjustment of the number of shares available
for issuance under the Plan, including the number of shares subject to
outstanding options and the purchase price thereof, in the event of
reorganizations, stock splits, combinations of shares, stock dividends or other
recapitalizations of the Company.
When an option expires or terminates for any reason, the number of
unexercised or forfeited shares subject to the option may again become available
for grant under the Plan. The Plan will terminate on May 22, 2007. The Board
of Directors may at any time amend, suspend or discontinue the Plan, except that
no amendment may be made without the approval of the stockholders which would
increase the number of shares subject to the Plan, materially change the
designation of the class of employees eligible to receive options, remove the
administration of the Plan from the Board of Directors or the Stock Option
Committee or materially increase the benefits accruing to participants under the
Plan.
FEDERAL INCOME TAX EFFECTS
An optionee realizes no taxable income upon either a grant or the exercise
of an option. If the optionee makes a disposition of the stock acquired upon
exercise of the option within two years from the date of grant or within one
year from the date of exercise (disqualifying disposition), the difference
between the option price and the fair market value on the date of exercise (not
to exceed the gain recognized on the sale) will be taxed at ordinary income
rates and any gain in excess of such amount will be a long-term or short-term
capital gain, depending on the length of time the stock was held by the
optionee. If the optionee sells the stock acquired upon exercise of the option
more than one year after the date of exercise and more than two years after the
date of grant, the difference between the option price and the sales price will
be taxed as long-term capital gain or loss. The spread between the option price
and the fair market value of the stock on the date of exercise will be
classified as an item of tax preference for purposes of computing the
alternative minimum tax.
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The Company has no tax deduction with respect to the grant or exercise of
an option or the sale of stock acquired pursuant to an option under the 1997
Plan, except to the extent that an employee recognizes ordinary income upon a
disqualifying disposition of such stock.
APPROVAL OF THE PLAN
Approval of the Plan requires the affirmative vote of the holders of the
Common Stock and 1993 Series 1 Preferred Stock representing a majority of the
voting rights of the stockholders present in person or by proxy at the Annual
Meeting. Broker non-votes will not be counted for purposes of determining
whether the Plan has been approved or disapproved. Abstentions will be counted
in determining the number of votes required to approve or disapprove the Plan.
Accordingly, an abstention by a stockholder voting in person or by proxy has the
legal effect as voting against approval of the Plan.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE FOR APPROVAL OF THE 1997 INCENTIVE STOCK OPTION PLAN
III. APPROVAL OF INDEPENDENT PUBLIC ACCOUNTANTS
Ernst & Young LLP has audited the Company's financial statements for the
fiscal years ended April 30, 1988 through 1997.
The Board of Directors has selected Ernst & Young LLP as independent public
accountants for the Company for the fiscal year ending April 30, 1998. Although
not required to be voted upon by the stockholders, the Board of Directors deems
it appropriate for the selection to be submitted for ratification by the
stockholders. The persons named in the accompanying proxy will vote the Common
Stock represented by the proxy for ratification of the selection of Ernst &
Young LLP, unless a contrary choice has been specified in the proxy. If the
stockholders do not ratify the selection of Ernst & Young LLP by a majority
vote, the selection of independent public accountants will be considered by the
Board of Directors, although the Board of Directors would not be required to
select different independent public accountants for the Company. The Board of
Directors retains the power to select another firm as independent public
accountants for the Company to replace a firm whose selection was ratified by
the stockholders in the event the Board of Directors determines that the best
interest of the Company warrants a change of its independent public accountants.
A representative of Ernst & Young LLP is expected to be present at the Annual
Meeting and will have the opportunity to make a statement if he or she desires
to do so. Such representative is expected to be available to respond to
appropriate questions.
THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE APPOINTMENT OF ERNST &
YOUNG LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR THE COMPANY FOR FISCAL YEAR 1998
AND RECOMMENDS A VOTE "FOR" APPROVAL OF THE APPOINTMENT.
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than 10% of the
Company's Common Stock to file with the Securities and Exchange Commission
("SEC") initial reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company. Officers, directors
and greater than 10% stockholders are required by SEC regulation to furnish the
Company with copies of all Section 16(a) reports they file. To the Company's
knowledge, based solely on review of the copies of such reports furnished to the
Company or advice that no filings were required, during fiscal year 1997 all
officers, directors and greater than 10% beneficial owners were complied with
the Section 16(a) filing requirements, except one Form 4 was filed late by each
of Rawley F. Taplett (two transactions) and Dale L. Rasmussen (one transaction),
and two Form 4's were filed late by each of Robert M. Stemmler (one
transaction), Thomas M. Costales (one transaction) and Syed Hussain (one
transaction).
PROPOSALS OF STOCKHOLDERS
In order for proposals of stockholders to be included in the proxy
materials for presentation at the 1998 Annual Meeting of Stockholders, such
proposals must be received by the Corporate Secretary no later than May ___,
1998.
OTHER INFORMATION
The 1997 Annual Report of the Company for the fiscal year ended April 30,
1997 was mailed to stockholders prior to or together with the mailing of this
Proxy Statement. Stockholders who did not receive a copy of the 1997 Annual
Report with their Proxy Statement may obtain a copy by writing to or calling
Dale L. Rasmussen, Secretary, IMPCO Technologies, Inc., 708 Industry Drive,
Seattle, Washington 98188; telephone number (206) 575-1594.
OTHER BUSINESS
As of the date of this Proxy Statement management knows of no other
business which will be presented for action at the meeting. If any other
business requiring a vote of the stockholders should come before the meeting,
the persons named in the enclosed form of proxy will vote or refrain from voting
in accordance with their best judgment.
By Order of the Board of Directors,
Dale L. Rasmussen
Secretary
Cerritos, California
September ___, 1997
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AIRSENSORS, INC.
1997 INCENTIVE STOCK OPTION PLAN
PURPOSE OF THE PLAN. The purpose of this Incentive Stock Option Plan is to
attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to the Employees of the Company
and to promote the success of the Company's business. It is intended that
options issued pursuant to this Incentive Stock Option Plan constitute
"incentive stock options" within the meaning of Section 422 of the Code.
1. DEFINITIONS. As used herein, the following definitions shall apply:
"BOARD" means the Board of Directors of the Company.
"CODE" means the Internal Revenue Code of 1986, as amended.
"COMMON STOCK" means the Company's common stock, par value $.001 per
share.
"COMPANY" means AirSensors, Inc., a Delaware corporation.
"COMMITTEE" means the Committee appointed by the Board in accordance
with SECTION 3(a) of the Plan.
"EMPLOYEE" means any person employed by the Company or any Subsidiary
of the Company which now exists or is hereafter organized or is acquired by the
Company.
"IMPCO" means IMPCO Technologies, Inc., a Delaware corporation.
"OPTION" means a stock option granted pursuant to the Plan.
"OPTIONEE" means a person who holds an Option.
"PLAN" means this 1997 Incentive Stock Option Plan.
"SUBSIDIARY" means a corporation of which more than 50% of the voting
shares are held directly by the Company or directly and indirectly by the
Company and one or more Subsidiaries, whether or not such corporation now exists
or is hereafter organized or acquired by the Company or a Subsidiary.
2. STOCK SUBJECT TO THE PLAN. Subject to SECTION 10, the maximum number
of shares which may be optioned and sold under the Plan is 750,000 shares of
Common Stock.
<PAGE>
If an Option should expire or become unexercisable in whole or in part for
any reason, the remaining shares of Common Stock which were subject to the
Option shall, unless the Plan shall have been terminated, become available for
other Options under the Plan.
3. ADMINISTRATION OF THE PLAN.
(a) PROCEDURE. The Plan shall be administered by the Board or, as
determined by the Board, a Committee appointed by the Board. The Committee
shall consist of not less than three members of the Board and shall administer
the Plan subject to such terms and conditions as the Board may prescribe. From
time to time the Board may increase the size of the Committee and appoint
additional members, remove members (with or without cause) and appoint new
members in substitution therefor, fill vacancies however caused, or remove all
members of the Committee and thereafter directly administer the Plan. The
Committee shall select one of its members as chairman and shall hold meetings at
such times and places as it may determine.
Members of the Board who are either eligible for Options or have been
granted Options may vote on any matters affecting the administration of the Plan
or the grant of any Options pursuant to the Plan, except that no such member
shall act upon the granting of an Option to himself, but any such member may be
counted in determining the existence of a quorum at any meeting of the Board or
the Committee during which action is taken with respect to the granting of
Options to him.
As used in the Plan and in any Option, the term "Board" shall refer to the
Board, or the Committee if a Committee has been appointed.
(b) POWERS OF THE BOARD/COMMITTEE. Subject to the provisions of the
Plan, the Board shall have the authority, in its discretion: (i) to determine,
upon review of relevant information, the fair market value of the Common Stock;
(ii) to determine the exercise price per share of Options to be granted, which
price shall in no event be less than the fair market value per share of Common
Stock on the date of grant of the Option, or 110% of such fair market value in
the case of any Option granted to an Employee who, immediately before the grant
of such Option, owns stock representing more than ten percent (10%) of the
voting power of all classes of stock of the Company or of its parent or
Subsidiaries; (iii) to determine the Employees to whom, and the time or times at
which, Options shall be granted and the number of shares to be represented by
each Option; (iv) to interpret the Plan; (v) to prescribe, amend and rescind
rules and regulations relating to the Plan; (vi) except as otherwise provided in
this Plan, to determine the terms and provisions of each Option granted under
the Plan (which need not be identical) and, with the consent of the holder
thereof, modify or amend each Option; (vii) to accelerate the vesting or
exercise date of any Option; (viii) to authorize any person to execute on behalf
of the Company any instrument required to effectuate the grant of an Option
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granted by the Board; and (ix) to make all other determinations deemed necessary
or advisable for the administration of the Plan.
All decisions, determinations and interpretations of the Board shall be
final and binding on all Optionees and any other holders of any Options granted
under the Plan. No member of the Board or the Committee shall be liable for any
action or determination made in good faith with respect to the Plan or any
Option. If the Board has appointed a Committee, the actions of the Committee
shall be reported to the Board.
4. ELIGIBILITY. Options may be granted only to Employees. An Employee
who has been granted an Option may, if he or she is otherwise eligible, be
granted an additional Option or Options.
No Option may be granted to an Optionee under the Plan if, as the result of
such grant, the aggregate fair market value (determined as of the time each
Option is granted) of the shares of Common Stock for which such Optionee has
been granted options which are exercisable for the first time by such Optionee
during any calendar year (under all incentive stock option plans of the Company)
would exceed $100,000.
The Plan shall not confer upon any Optionee any right with respect to
continuation of employment by the Company, nor shall it interfere in any way
with his or her right or the Company's right to terminate his or her employment
at any time.
5. TERM OF PLAN. Subject to SECTION 16, the Plan shall become effective
upon its adoption by the Board. It shall continue in effect for a term of ten
(10) years from the effective date unless sooner terminated under SECTION 12.
6. TERM OF OPTION. Except as otherwise provided in SECTIONS 8 AND 10,
the term of each Option shall be for ten (10) years from the date of grant
thereof unless otherwise determined by the Board when granting an Option and set
forth in an Optionee's option agreement, except that the term of each Option
granted to an employee who, immediately before such Option is granted, owns
stock representing more than ten percent (10%) of the voting power of all
classes of stock of the Company or of its parent or Subsidiaries shall be for
not more than five (5) years from the date of grant thereof. Subject to the
foregoing, the term of each Option shall be determined by the Board.
7. OPTION PRICE AND CONSIDERATION.
(a) The price for the shares of Common Stock to be issued pursuant to
an Option shall be such price as is determined by the Board, but shall in no
event be less than the fair market value per share of the Common Stock on the
date of grant of the Option. In the case of an Option granted to an Employee
who, immediately before the grant of such Option, owns stock representing more
than ten percent (10%) of the voting power of all classes of stock of the
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Company or of its parent or Subsidiaries, the price shall be not less than 110%
of the fair market value per share of such Common Stock. The fair market value
shall be determined by the Board in its discretion; PROVIDED, that if there is a
public market for the Common Stock, the fair market value shall be (i) the
closing sale price as of the date of grant on the Nasdaq National Market or, if
the Common Stock is traded on a stock exchange, the closing sale price as of the
date of grant on the principal stock exchange on which such stock is traded, and
(ii) the mean of the reported closing bid and ask prices for the Common Stock as
of the date of grant if the Common Stock is not traded as provided in clause
(i).
(b) The consideration to be paid for the Common Stock to be issued
upon exercise of an Option, and the method of payment, shall be determined by
the Board and may consist of cash or any other consideration and method of
payment for the issuance of common stock which is permitted under the Delaware
Corporation Law and complies with other applicable laws and regulations
(including but not limited to, applicable federal tax and federal and state
securities laws and regulations).
8. VESTING AND EXERCISE OF OPTIONS.
(a) VESTING AND EXERCISE OF OPTIONS WHILE AN EMPLOYEE. Unless
otherwise determined by the Board when granting an Option and set forth in an
Optionee's option agreement, each Option held by an Optionee shall vest and
shall be exercisable at any time so long as such Optionee continues to be an
Employee, cumulatively, (i) as to forty percent (40%) of the total number of
shares subject to such Option, twenty-four (24) months following the date of
grant of such Option, and (ii) as to twenty percent (20%) of the total number of
shares subject to such Option, once during each twelve (12) month period
commencing on the third and each subsequent anniversary date of the grant of
such Option, so that sixty (60) months following the date of the grant of each
Option one hundred percent (100%) of the shares subject to such Option may be
purchased by exercise of the Option.
(b) VESTING OF OPTIONS UPON RETIREMENT. Unless otherwise determined
by the Board when granting an Option and set forth in an Optionee's option
agreement, all Options held by an Optionee who retires at age 62 or older and
was continuously an Employee for five (5) years immediately preceding retirement
which are not vested as provided in SECTION 8(a) shall immediately vest upon
such Optionee's retirement and be exercisable as provided in SECTION 8(c).
(c) EXERCISE OF OPTIONS FOLLOWING TERMINATION OF STATUS AS AN
EMPLOYEE. Following termination of employment as an Employee, an Optionee may
exercise an Option to the extent that he or she was entitled to exercise the
Option at the date of such termination as provided in SECTION 8(a) and (b) as
follows:
(i) Except in the case of death or disability (within the meaning
of Section 22(e)(3) of the Code), within thirty (30) days following the date of
termination of
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employment, except that the Board may extend the period for such exercise up to
a period not exceeding three (3) months following the date of termination;
(ii) If an Optionee dies while an Employee, the period of time
within which the Board may permit exercise of Options after the date of death
may be up to one (1) year, and such Options may be exercised by the Optionee's
estate or by a person who acquired the right to exercise the Option by bequest
or inheritance or by reason of the death of an Optionee; and
(iii) If an Optionee becomes disabled while an Employee, the
period of time within which the Board may permit exercise of Options after the
date of termination as an Employee of the Company may be up to one (1) year.
Options which are not vested as provided in SECTION 8(a) and (b) or which
are vested but not exercised as required by SECTION 8(c) shall terminate.
(d) SPECIAL LIMITATION ON EXERCISE. Notwithstanding SECTIONS 8(A)
and (B), in no event shall an Option be exercisable if such Option, together
with all other incentive stock options under this or any other incentive stock
option plan which are exercisable for the first time during any calendar year,
are for the purchase of Common Stock with an aggregate fair market value
(determined as of the date of grant of each such option) in excess of $100,000.
(e) PROCEDURE FOR EXERCISE; RIGHTS AS STOCKHOLDER. An Option shall
be deemed to be exercised when written notice of such exercise has been given to
the Company in accordance with the terms of the Option by the person entitled to
exercise the Option and full payment for the shares of Common Stock with respect
to which the Option is exercised has been received by the Company. An Option
may not be exercised for a fraction of a share of Common Stock.
Until the issuance (as evidenced by the appropriate entry on the books of
the Company or of a duly authorized transfer agent of the Company) of the stock
certificate evidencing such shares of Common Stock, no right to vote or receive
dividends or any other rights as a stockholder shall exist with respect to such
Common Stock, notwithstanding the exercise of the Option. No adjustment will be
made for a dividend or other right for which the record date is prior to the
date the stock certificate is issued, except as provided in SECTION 10.
Exercise of an Option shall result in a decrease in the number of shares of
Common Stock which thereafter may be available, both for purposes of the Plan
and for purchase under the Option, by the number of shares of Common Stock as to
which the Option is exercised.
9. NON-TRANSFERABILITY OF OPTIONS. An Option may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by
will or by the
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laws of descent or distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee.
10. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. Subject to any
required action by the stockholders of the Company, the number of shares of
Common Stock covered by each outstanding Option, and the number of shares of
Common Stock which have been authorized for issuance under the Plan but as to
which no Options have yet been granted or which have been returned to the Plan
upon cancellation of an Option, as well as the price per share of Common Stock
covered by each such outstanding Option, shall be proportionately adjusted for
any increase or decrease in the number of issued shares of Common Stock
resulting from a stock split or the payment of a stock dividend (but only on the
Common Stock) or any other increase or decrease in the number of such shares of
Common Stock affected without receipt of consideration by the Company; PROVIDED,
that conversion of any convertible securities of the Company shall not be deemed
to have been "affected without receipt of consideration." Such adjustment shall
be made by the Board, whose determination shall be final, binding and
conclusive. Except as expressly provided herein, no issue by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to an Option.
In the event of (i) the dissolution or liquidation of the Company, (ii) the
sale of substantially all of the assets of the Company or of IMPCO, or (iii) the
merger, consolidation or other reorganization of the Company with or into
another corporation, the Options will terminate unless otherwise provided by the
Board. The Board may, in the exercise of its sole discretion in such instances,
declare that any Option shall terminate as of a date fixed by the Board or may
give all or certain Optionees the right to exercise their Options as to all or
any part of the shares of Common Stock which are subject to such Options,
including shares of Common Stock as to which Options would not otherwise be
exercisable.
In the event of a "change of control" of the Company, the Board may, in the
exercise of its sole discretion, give all or certain Optionees the right to
exercise their Options as to all or any part of the shares of Common Stock which
are subject to such Options, including shares of Common Stock as to which
Options would not otherwise be exercisable. For purposes of this paragraph,
"change of control" shall mean (i) within the meaning of Section 13(d) of the
Securities Exchange Act of 1934, any person or group becomes a beneficial owner,
directly or indirectly, of the Company's securities representing 50% or more of
the total voting power of the Company's then outstanding securities, (ii) the
stockholders of the Company approve the dissolution or liquidation of the
Company, (iii) the stockholders of the Company approve an agreement to merge or
consolidate, or otherwise reorganize, whether into one or more entities, as a
result of which less than 50% of the total voting power of securities of the
surviving or resulting entity are, or are to be, owned by former stockholders of
the Company, or (iv) the stockholders or directors of the Company or IMPCO
approve, respectively, the sale of seventy-five percent (75%) or more of the
Company's or IMPCO's business and/or assets.
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No Option granted pursuant to this Plan shall be adjusted by the Board
pursuant to this SECTION 10 in a manner that causes the Option to fail to
continue to qualify as an incentive stock option within the meaning of
Section 422 of the Code.
The grant of an Option pursuant to the Plan shall not affect in any way the
right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its business or assets.
11. TIME OF GRANTING OPTIONS. The date of grant of an Option shall, for
all purposes, be the date on which the Board makes the determination granting
such Option. Notice of the determination shall be given to each Employee to
whom an Option is so granted within a reasonable time after the date of such
grant.
12. AMENDMENT AND TERMINATION OF THE PLAN.
(a) AMENDMENT AND TERMINATION. The Board may amend or terminate the
Plan from time to time in such respects as the Board may deem advisable, except
that, without approval of the holders of a majority of the outstanding shares of
the Common Stock, no such revision or amendment shall:
(i) Increase the number of shares of Common Stock subject to the
Plan other than in connection with an adjustment under SECTION 10 of the Plan;
(ii) materially change the designation of the class of employees
eligible to be granted Options;
(iii) remove the administration of the Plan from the Board; or
(iv) materially increase the benefits accruing to participants
under the Plan.
(b) EFFECT OF AMENDMENT OR TERMINATION. Any such amendment or
termination of the Plan shall not affect Options granted prior to such amendment
or termination and such Options shall remain in full force and effect as if this
Plan had not been amended or terminated.
13. CONDITIONS UPON ISSUANCE OF SHARES. Shares of Common Stock shall not
be issued with respect to an Option granted under the Plan unless the exercise
of such Option and the issuance and delivery of such Shares pursuant thereto
shall comply with all relevant provisions of law, including, without limitation,
the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder, and the
7
<PAGE>
requirements of any stock exchange or market upon which the Common Stock may
then be listed or quoted, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.
As a condition to the exercise of an Option, the Company may require the
person exercising such Option to represent and warrant at the time of any such
exercise that the shares of Common Stock are being purchased only for investment
and without any present intention to sell or distribute such Common Stock if, in
the opinion of counsel for the Company, such a representation is required by any
of the aforementioned relevant provisions of law.
14. RESERVATION OF SHARES. The Company, during the term of this Plan,
will at all times reserve and keep available such number of shares of Common
Stock as shall be sufficient to satisfy the requirements of the Plan.
Inability of the Company to obtain from any regulatory body having
jurisdiction authority deemed by the Company's counsel to be necessary to the
lawful issuance and sale of any shares of Common Stock hereunder shall relieve
the Company of any liability in respect of the non-issuance or sale of such
shares as to which such requisite authority shall not have been obtained.
15. OPTION AGREEMENTS. Options shall be evidenced by written option
agreements in such form as the Board shall approve.
16. STOCKHOLDER APPROVAL. Effectiveness of the Plan shall be subject to
approval within twelve (12) months following the Board of Directors' adoption of
this Plan by the holders of the Company's outstanding Common Stock.
Adopted by the Executive Committee on May 22, 1997.
Approved by the stockholders on _______________, 1997.
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<PAGE>
AIRSENSORS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Peter B. Bensinger, Dale L. Rasmussen and
Robert M. Stemmler and each of them, as proxies, with power of substitution,
to vote for and on behalf of the undersigned all of the shares of Common
Stock of AirSensors, Inc. that the undersigned would be entitled to vote if
personally present at the Annual Meeting of Stockholders to be held on
November 13, 1997, and at any adjournment thereof, as follows:
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THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED ON
THIS PROXY CARD. MANAGEMENT RECOMMENDS A VOTE FOR ALL NOMINEES AND FOR THE
MATTERS DESIGNATED ON THIS PROXY CARD; IF NO SPECIFICATION IS MADE, A VOTE
FOR ALL OF SAID NOMINEES AND FOR ALL SUCH MATTERS WILL BE ENTERED.
Please mark
your votes as /X/
indicated in
this example
FOR All Nominees listed WITHHOLD AUTHORITY to
(except as indicated to vote for all Nominees
the contrary) as indicated
(1) ELECTION OF DIRECTORS: / / / /
INSTRUCTION--TO WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE, PRINT THAT
NOMINEE'S NAME IN THE FOLLOWING SPACE:
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Peter B. Bensinger Rawley F. Taplett Douglas W. Toms
FOR AGAINST ABSTAIN
(2) FOR APPROVAL OF THE 1997 INCENTIVE STOCK
OPTION PLAN / / / / / /
(3) FOR RATIFICATION OF THE APPOINTMENT OF
ERNST & YOUNG LLP AS THE COMPANY'S
INDEPENDENT AUDITORS / / / / / /
(4) IN THEIR DIRECTION, THE HOLDERS OF THIS
PROXY ARE AUTHORIZED TO VOTE UPON SUCH
OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING.
I plan to attend the meeting. / /
The undersigned hereby revokes any proxy or proxies heretofore given for such
shares and ratifies all that said proxies or their substitutes may lawfully
do by virtue hereof.
Signature(s) Dated , 1997
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Please sign exactly as name appears on this proxy. If stock is held jointly,
both persons should sign. Persons signing in a representative capacity should
give their title.
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