<PAGE> 1
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 [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] 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 Rule 14a-11(c) or Rule 14a-12
</TABLE>
Plasti-Line, Incorportated
- --------------------------------------------------------------------------------
(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):
[ ] 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> 2
[PLASTI-LINE, INC. LETTERHEAD]
Dear Stockholder: March 11, 1997
I am pleased to invite you to Plasti-Line's 1997 annual stockholders meeting.
The meeting will be held at the corporate headquarters, 623 E. Emory Road,
Knoxville, Tennessee on Tuesday, April 8, 1997 at 11:00 a.m., Eastern Daylight
Time.
In addition to these agenda items mentioned in the attached notice and proxy
statement, we will be giving you a report on our progress in 1996, which was
another excellent year for Plasti-Line. For 1996, sales were $131 million, up
$28 million or 27%, from the prior year. This increase represents the second
consecutive year of greater than 25% sales growth. In addition, our earnings
more than doubled from the prior year level to $.83 per share. Our balance sheet
position improved dramatically with a $7 million, or 22% reduction in our net
working capital despite the growth in our business.
This year's meeting will be our first chance to introduce the newest member of
our management team, F. Joseph Brang, our new Vice-President of Operations. Joe
brings many years of progressive manufacturing experience to our Company, and we
are confident that his contributions will continue to improve our manufacturing
and technical expertise.
I hope that you will attend the annual meeting in Knoxville, Tennessee. If you
cannot attend in person, please return the proxy card as soon as possible to
ensure that your shares are represented at the annual meeting. If your plans
change and you are able to attend the meeting in Knoxville, you may choose to
withdraw your proxy and vote in person.
On behalf of the Board of Directors and Employees of Plasti-Line, Inc., let me
express our appreciation for your continued support and confidence.
Sincerely,
James R. Martin
Chairman and Chief Executive Officer
<PAGE> 3
[PLASTI-LINE, INC. LETTERHEAD]
P. O. Box 59043
Knoxville, Tennessee 37950-9043
(615) 938-1511
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
TO BE HELD ON
APRIL 8, 1997
To the Stockholders of
Plasti-Line, Inc.:
The Annual Meeting of the Stockholders of Plasti-Line, Inc. (the "Company") will
be held at the principal executive offices of Plasti-Line, Inc., 623 E. Emory
Road, Knoxville, Tennessee 37950-9043, on Tuesday, April 8, 1997 at 11 a.m.,
local time, for the following purposes:
1. To elect directors to a one year term;
2. To consider and vote upon a proposal to amend the Plasti-Line,
Inc. 1991 Stock Incentive Program; and
3. To transact any other business as may come before the Annual
Meeting.
Only stockholders of record at the close of business on March 10, 1997, will be
entitled to notice of and to vote at the Annual Meeting and at any adjournment
of the Annual Meeting. The stock transfer books will not be closed. A complete
list of the stockholders entitled to vote at the meeting will be available for
inspection by shareholders at the offices of the Company immediately prior to
the meeting.
By Order of the Board of Directors
March 18, 1996 Mark J. Deuschle
Knoxville, Tennessee Vice President of Finance/Secretary
TO ASSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, WHETHER OR NOT YOU EXPECT
TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY
AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE ENCLOSED PRE-ADDRESSED ENVELOPE. IF
YOU ATTEND THE ANNUAL MEETING, YOU MAY, IF YOU WISH, WITHDRAW YOUR PROXY
APPOINTMENT AND VOTE IN PERSON.
<PAGE> 4
PLASTI-LINE, INC.
P. O. BOX 59043
KNOXVILLE, TENNESSEE 37950-9043
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
APRIL 8, 1997
GENERAL INFORMATION
Your proxy is being solicited by the Board of Directors of Plasti-Line, Inc.
(the "Company") for use at the Annual Meeting of Stockholders (the "Annual
Meeting") to be held at the principal executive offices of Plasti-Line, Inc. 623
E. Emory Road, Knoxville, Tennessee 37950-9043, on Tuesday, April 8, 1997, at 11
a.m., local time and at any reconvened meeting following adjournment thereof. A
stockholder who submits a proxy pursuant to this solicitation may revoke it at
any time before it is voted. A proxy may be revoked (i) by the delivery of a
letter to the Secretary of the Company at the Company's address set forth above,
(ii) by a subsequent proxy executed by the person executing the prior proxy and
presented at the Annual Meeting prior to commencement of voting on any matter,
or (iii) by attending the Annual Meeting and voting in person. The approximate
date of the mailing of this proxy material to stockholders is March 11, 1997.
At the close of business on March 10, 1997, the record date for the Annual
Meeting (the "Record Date"), the Company had issued and outstanding 3,805,414
shares of common stock, $.001 par value per share. Only holders of Common Stock
of record on the Record Date are entitled to notice of and to vote at the Annual
Meeting or any adjournment thereof. Stockholders are not entitled to cumulate
votes in electing directors. Each share of Common Stock is entitled to one vote.
A quorum for the purposes of the annual meeting shall consist of the holders,
present in person or represented by a proxy, of a majority of the shares of
Common Stock issued and outstanding and entitled to vote.
1
<PAGE> 5
ITEM 1: ELECTION OF DIRECTORS
The election of the nominees for director listed below requires a plurality of
the votes cast at the Annual Meeting, provided that a quorum is present. With
respect to the election of directors, withholding authority to vote with respect
to one or more nominees and broker non-votes will have no effect on the outcome
of the election, although such shares would be counted as present for purposes
of determining the existence of a quorum. A broker non-vote occurs when a
nominee holding shares for a beneficial owner votes with respect to at least one
proposal but does not vote on other proposals because the nominee does not have
discretionary voting power with respect to such other proposal(s) and has not
received voting instructions from the beneficial owner.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE
ELECTION OF ALL OF THE NOMINEES. PROXIES RECEIVED BY THE BOARD OF
DIRECTORS WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY IN THEIR PROXIES
A CONTRARY CHOICE.
NOMINEES
At the Annual Meeting, the stockholders are being asked to vote on the election
of eight directors to hold office until the 1998 Annual Meeting of Stockholders
and until their successors are duly elected and qualified. The following table
lists the Company's nominees for election as directors and shows certain
information concerning each nominee. All of the nominees for director of the
Company were elected at the 1996 Annual Meeting of Stockholders.
<TABLE>
<CAPTION>
DIRECTOR NAME AGE DIRECTOR SINCE
------------- --- --------------
<S> <C> <C>
Howard L. Clark, Jr. 53 1993
James G. Hanes, III 53 1980
James A. Haslam, III 43 1991
Donald F. Johnstone 66 1995
James R. Martin 53 1980
J. Hoyle Rymer 52 1987
James F. Smith, Jr. 67 1983
H. Mitchell Watson, Jr. 59 1994
</TABLE>
2
<PAGE> 6
The following is a summary of the principal business associations of the
Company's nominees for director.
HOWARD L. CLARK, JR. has been the Vice Chairman of Lehman Brothers, Inc. since
January 1993. From January 1990 to January 1993, he was Chairman and Chief
Executive Officer of Shearson Lehman Brothers Holdings, Inc. He was Executive
Vice President and Chief Financial Officer of American Express Company from
September 1985 to January 1990. Mr. Clark also serves as a director of Lehman
Brothers, Inc., Fund American Enterprises Holdings, Inc., Maytag Corporation,
and Walter Industries, Inc.
JAMES G. HANES, III, is a private investor.
JAMES A. HASLAM, III, has been the Chief Executive Officer and Chief Operating
Officer of Pilot Corporation since July 1996. He has been employed in various
capacities by Pilot Corporation for over 15 years. Pilot, founded in 1958 by
James A. Haslam, II, is a national chain of 140 convenience stores and "Travel
Centers" located in 34 states, operated from its headquarters in Knoxville,
Tennessee. Mr. Haslam also served as a director of First American National Bank
of Knoxville from 1985 to January 1996. He presently serves as a director of
First Tennessee National Corporation.
DONALD F. JOHNSTONE has been the President and Chief Executive Officer of
Whittle Communications L.P., a media-placed advertising and communications
company since March 1994. Prior to this position, for eleven years, he was
President and Chief Executive Officer of Philips Consumer Electronics Company, a
manufacturer and marketer of consumer electronics products. Mr. Johnstone also
served in sales and marketing capacities and as a division general manager for
General Electric.
JAMES R. MARTIN has been the Chairman of the Board and Chief Executive Officer
of the Company since June 1992. He was President of the Company from 1980 to
June 1992 and has been the Company's principal stockholder since 1980. He is a
director of First American Corporation, a bank holding company in Nashville,
Tennessee.
J. HOYLE RYMER is a director of Dorsey Trailers, Inc. Mr. Rymer is also a
director of First American Bank of Cleveland, a wholly-owned subsidiary of First
American Corporation. Since July 1989, he has been the President of JHR Co., an
investment company. For the previous five years, until his retirement in October
1988, he was President of Magic Chef Co., a division of Maytag Corporation.
3
<PAGE> 7
JAMES F. SMITH, JR. is a director of First American Corporation. In this
capacity, he also serves as Chairman of the Development and Executive Committees
and as a Member of the Asset Policy Committee. From 1991 through 1994, Mr. Smith
served as Chairman of the Board of First American Corporation and First American
National Bank. From February 1991 until November 1991, Mr. Smith also served as
President and Chief Executive Officer of First American Corporation and First
American National Bank. Mr. Smith also serves as a director of Pilot Corporation
and Computational Systems, Inc.
H. MITCHELL WATSON, JR. has been the President of Sigma Group of America, a
consulting company, since June 1992. From 1989 to June 1992, Mr. Watson was
President and Chief Executive Officer of Rolm Co., a joint venture between
International Business Machines, Inc. and Siemen's AG. Mr. Watson is a retired
Vice-President of International Business Machines, Inc. Mr. Watson also serves
as a director of Praxair Inc. and Caliber Systems, Inc.
DIRECTORS' MEETINGS AND COMPENSATION
During the fiscal year ended December 29, 1996 ("fiscal 1996"), the Company's
Board of Directors met four times, the Audit Committee met twice, the
Compensation Committee met five times, the Executive Committee met four times,
and the Nominating Committee did not meet. Each of the incumbent directors
attended at least 75% of the aggregate number of all meetings of the Board and
the committees on which he served, with the exception of Mr. Haslam who attended
60%.
The Executive Committee has the power to act during intervals between meetings
of the Board on all matters permitted to be delegated to an executive committee
by Tennessee law. The Executive Committee also advises the Board on, and
monitors, the strategic business and financial planning of the Company. The
Executive Committee consists of Mr. Smith (Chairman), Mr. Haslam, Mr. Martin,
and Mr. Watson.
The Audit Committee reviews the Company's internal accounting and financial
controls and the selection of the Company's independent accountants. It also
reviews with the independent accountants the scope and results of the annual
audit and the Company's reporting systems and practices and makes
recommendations to the Board of Directors with respect to any or all of the
foregoing. The Audit Committee consists of Mr. Johnstone (Chairman), Mr. Hanes,
Mr. Haslam, and Mr. Smith.
The Compensation Committee reviews and recommends to the Board of Directors the
remuneration (including salary, bonus and other benefits) to be paid or made
available to officers and key employees of the Company and reviews benefit
programs available to all company employees. The Compensation Committee consists
of Mr. Clark (Chairman), Mr. Johnstone, Mr. Rymer, and Mr. Watson.
4
<PAGE> 8
The Nominating Committee reviews and recommends to the Board of Directors
candidates to join the Board when vacancies exist. The Nominating Committee does
not accept recommendations of nominees for the Board of Directors from
stockholders. The Nominating Committee consists of Mr. Rymer (Chairman), Mr.
Martin, and Mr. Smith.
In fiscal 1996, the Chairman of the Executive Committee earned $22,000, the
Chairman of the Audit Committee earned $17,000, and the Chairman of the
Compensation Committee and the Chairman of the Nominating Committee each earned
$16,000 respectively, for serving as directors and in such capacities. Mr.
Haslam and Mr. Watson earned $16,000 and $15,000 respectively, for serving as
directors and for serving on the Executive Committee (compensated $1,000 per
Executive Committee meeting attended). Mr. Hanes earned $12,000 for his service
as a director. Pursuant to the 1995 Plasti-Line, Inc. Equity Compensation Plan
for Non-Employee Directors, each non-employee director received fifty percent of
the value of his compensation as a director of the Company in the form of stock
awards instead of cash. During 1996, pursuant to the Company's 1991 Stock
Incentive Program, each non-employee director was awarded nonqualified,
immediately exercisable stock options to purchase 500 common shares at an
exercise price of $8.25 per share.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Under the federal securities laws, the Company's directors, its executive
officers, and any persons holding more than ten percent of the Company's Common
Stock are required to report their initial ownership of the Company's Common
Stock and any subsequent changes in that ownership to the Securities and
Exchange Commission (the "Commission"). Specific due dates for these reports
have been established, and the Company is required to disclose in this proxy
statement any failure to file by these dates. During the fiscal year ended
December 29, 1996, all Section 16(a) filing requirements applicable to
directors, executive officers and greater than ten percent beneficial owners
were complied with by such persons. In making this disclosure, the Company has
relied solely on written representations of its directors, executive officers
and its ten percent holders and copies of the reports that they have filed with
the Commission.
5
<PAGE> 9
EXECUTIVE COMPENSATION
The following is the Summary Compensation Table for compensation earned during
the 1994, 1995 and 1996 fiscal years by the Chief Executive Officer and all
executive officers of the Company whose total annual salary and bonus in
connection with the Company's 1996 fiscal year were in excess of $100,000 (for
the purposes of this and the following tables and discussion concerning
executive compensation, such officers shall be referred to as the "Named
Executive Officers.")
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------- ----------------------
RESTRICTED SECURITIES
OTHER ANNUAL STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL SALARY BONUS COMPENSATION AWARDED OPTIONS/SARS COMPENSATION
POSITION YEAR ($) ($) ($)(1) ($) (2) (#) ($) (3)
-------- ---- --- --- ------ ------- --- -------
<S> <C> <C> <C> <C> <C> <C> <C>
James R. Martin 1996 250,000 150,000 - - - 3,667
Chairman and Chief 1995 250,000 25,000 - - - 4,750
Executive Officer 1994 250,000 - - - - 2,249
John D. Burke 1996 175,000 69,825 - 23,745 - 1,417
Exec. Vice-President- 1995(4) 40,609 - - 684,655 - -
Marketing 1994 - - - - - -
Mark J. Deuschle 1996 103,750 36,540 - 58,745 4,000 2,604
Vice-President -
Finance 1995 98,542 10,000 - - 2,500 2,899
Chief Financial Officer 1994 94,061 - - - 3,000 1,113
Secretary/Treasurer
C. Wayne Morris (5) 1996 165,769 - - - - -
Sr. Vice-President - 1995 156,000 22,000 - - 2,000 4,750
Marketing 1994 153,666 - - - - 2,249
Kathryn Coleman Wood 1996 90,000 25,875 - 23,498 3,000 2,260
Vice-President - Human 1995 85,000 7,000 - - - 1,819
Resources 1994(6) 31,313 - - 11,498 5,000 586
</TABLE>
(1) Except as otherwise noted, for 1996, 1995, and 1994 no amounts of "Other
Annual Compensation" were paid to Named Executive Officers except for
perquisites and other personal benefits, securities or properties which,
for each Named Executive Officer during any year, did not exceed the lesser
of $50,000 or 10% of the total salary and bonus for the individual officer.
6
<PAGE> 10
(2) The value of the restricted stock awards was determined by multiplying the
closing price of the Company's Common Stock on the date of grant by the
number of shares awarded net of any consideration paid by the Named
Executive Officer for such shares. The number and aggregate value of
restricted stock holdings of the Named Executive Officers (excluding Mr.
Martin who holds no restricted stock) at December 29, 1996, are: for Mr.
Burke, 100,000 shares with an aggregate value of $1,075,000; for Mr.
Deuschle, 14,000 shares with an aggregate value of $150,500; for Ms. Wood,
10,100 shares with an aggregate value of $108,575. Dividends, if paid on
the Company's Common Stock, will be paid on the restricted stock reported
in this column.
(3) Amounts of "All Other Compensation" reflect the Company's matching
contributions pursuant to Plasti-Line's 401(k) savings plan and the
Company's contribution for the Named Executive Officers into the Company's
Profit Sharing Plan as follows:
<TABLE>
<CAPTION>
401(K) PROFIT SHARING
------ --------------
1996 1995 1994 1996 1995 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Mr. Martin 2,250 2,250 2,249 1,417 2,500 -
Mr. Burke - - - 1,417 - -
Mr. Deuschle 1,531 1,232 1,113 1,073 1,667 -
Mr. Morris - 2,250 2,249 - 2,500 -
Ms. Wood 1,455 1,290 586 805 529 -
</TABLE>
(4) Mr. Burke was first employed as an executive officer as of October 9, 1995,
at an annual salary of $175,000.
(5) Mr. Morris left the Company on July 12, 1996. He continues to be
compensated pursuant to a consulting agreement.
(6) Ms. Wood was first employed as an executive officer as of August 29, 1994,
at an annual salary of $85,000.
7
<PAGE> 11
OPTION GRANTS IN LAST FISCAL YEAR
Shown below is further information on grants of stock options pursuant to the
Company's 1991 Stock Incentive Plan during the fiscal year ended December 29,
1996, to the Named Executive Officers. Such grants are reflected in the Summary
Compensation Table on page 6.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------
PERCENT OF POTENTIAL REALIZABLE
(1) TOTAL VALUE AT ASSUMED
NUMBER OF OPTIONS ANNUAL RATES OF
SECURITIES GRANTED TO EXERCISE STOCK APPRECIATION
UNDERLYING EMPLOYEES OR BASE (2)
OPTIONS IN FISCAL PRICE EXPIRATION -----------------
NAME GRANTED (#) YEAR ($/SHARE) DATE 5% 10%
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Mark J. Deuschle: 2,000 5.5% 8.25 4/16/2001 $ 4,559 $ 10,073
2,000 5.5% 9.50 7/16/2001 5,249 11,600
Kathryn Coleman Wood: 2,000 5.5% 8.25 4/16/2001 4,559 10,073
1,000 2.7% 9.50 7/16/2001 2,625 5,800
</TABLE>
(1) See "Key Employee Plan" on page 17 for description of the terms of these
options.
(2) Calculation based on stock option exercise price over the exercise period
of the option assuming normal annual compounding. The columns present
estimates of potential values based on certain mathematical assumptions.
The actual value, if any, that an executive officer may realize is
dependent upon the market price on the date of option exercise.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND OPTION VALUES AT DECEMBER 29, 1996
Shown below is information with respect to the unexercised options to purchase
the Company's Common Stock in fiscal 1996 and prior years under the 1991 Stock
Incentive Program granted to the Named Executive Officers and held by them as of
December 29, 1996.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FY-END FY-END
SHARES
ACQUIRED VALUE EXERCISABLE/
NAME ON REALIZED EXERCISABLE/ UNEXERCISABLE
EXERCISE (#) ($) UNEXERCISABLE (#) ($)
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
James R. Martin - - 25,000 / - 268,750 / -
John D. Burke - - - / - - / -
Mark J. Deuschle 2,000 6,000 5,875 / 8,625 63,156 / 92,719
C. Wayne Morris 500 1,000 - / - - / -
Kathryn Coleman Wood - - 2,500 / 5,500 26,875 / 59,125
</TABLE>
8
<PAGE> 12
COMPENSATION COMMITTEE REPORT
As members of the Compensation Committee (the "Committee"), it is our duty to
administer the Company's various incentive plans, including its stock incentive
plan and its annual incentive plans. In addition, we review compensation levels
of members of management, evaluate the performance of management, and consider
management succession and related matters. The Committee reviews with the Board
in detail all aspects of compensation for the Company's executive officers.
The compensation policy of the Company, which is endorsed by the Committee, is
that a substantial portion of the annual compensation of each executive officer
relates to, and must be contingent upon, the performance of the Company, as well
as the individual contribution of each executive officer. The Committee believes
that by emphasizing performance based compensation it will encourage the
Company's management to act in concert with the interests of the Company's
stockholders. As a result, much of an executive officer's compensation is "at
risk" in the form of annual incentive compensation which, at maximum levels,
ranges from 56.3% to 112.5% of an executive officer's annual cash salary. The
Committee also seeks to align the interests of the Company's executive officers
with the interests of its stockholders by making grants under the Company's 1991
Stock Incentive Program (the "1991 Program"). The Committee has not yet adopted
a policy responding to Section 162 of the Internal Revenue Code, which disallows
the deduction of certain annual compensation in excess of $1,000,000 paid to
certain executive officers of the Company, since no executive officers are
expected to have compensation which exceeds the applicable cap in fiscal 1997.
The Company, through the actions of the Committee, granted three types of
compensation to the Company's officers during fiscal year 1996: (i) base salary,
(ii) long term benefits in the form of grants of options under the 1991 Program,
and (iii) various other benefits, for example, medical expenses. In addition,
the Committee authorized the payment of annual incentive compensation to the
Company's executive officers if the Company met certain specified levels of
performance.
In setting the base annual salaries of the officers of the Company in 1996 and
prior years, the Committee, with the assistance of the Company's Chief Executive
Officer as to all officers other than himself, considers the following factors:
The Committee's review of the overall performance of the Company, the officers'
salary in prior year(s), the officers' level of responsibility, the officers'
level of performance, and the Committee's perception of the level of
compensation paid by other similarly situated companies. The Committee's review
of the foregoing factors was subjective and the Committee assigned no fixed
value or weight to any of the factors when making its decisions regarding base
salary.
The Committee then reviews and sets each officer's salary at a level that both
reflects the Committee's desire that a substantial portion of each officer's
compensation be "at risk" in the
9
<PAGE> 13
form of an annual incentive tied to performance, and its evaluation of the other
factors set forth in this paragraph.
At the beginning of 1996, the Committee reviewed and continued the annual base
salary of the Company's Chief Executive Officer, Mr. Martin, at $250,000 based
upon the factors set forth above.
In addition to base salary, the Company, under the Committee's direction, awards
its executive officers annual incentives pursuant to incentive plans adopted
each year. The Company's 1996 annual incentive plan was based upon the
attainment of goals set by the Committee with the assistance of Mr. Martin
relating to (i) the Company's return on net assets (the "RONA"), (ii) the
Company's average salaried employee turnover (the "Turnover"), (iii) the
Company's responsiveness to customers ("Customer Service Percentage"), and (iv)
personalized objectives for each eligible officer/employee of the Company based
on each participant's level of responsibility, prior experience, and other
individualized factors (the "personal objectives"). Each participating executive
officer was to be awarded a percentage of his or her base salary ranging from
25% to 50% based on his or her level of responsibility (Mr. Martin was the only
officer at the 50% level) multiplied by a percentage based upon a comparison of
the goals set by the Committee to the Company's actual RONA, Turnover, and
Customer Service Percentage and the officer's actual level of performance. In
connection with the 1996 fiscal year, Mr. Martin could have earned a maximum of
112.5% of his base salary as an annual incentive payment. Irrespective of
whether an executive officer met his or her personal objectives or whether the
Company met the goals set for Turnover or the Customer Service Percentage,
attainment of a certain percentage of the RONA goal by the Company was a
threshold requirement before any annual incentive payments could be earned. The
Company met the required threshold percentage of its RONA goal in 1996 but
missed the Turnover and Customer Service Percentage targets. Based upon the RONA
and achievement of personal objectives, Mr. Martin's incentive compensation
equaled 60% of his annual base salary.
The Committee also provides long-term compensation to the Company's executive
officers (including the Named Executive Officers) pursuant to the Company's 1991
Program. The Committee chose to award the Company's executive officers stock
options under the 1991 Program in 1996 based upon the Committee's consideration
of the executive officers' responsibilities and relative positions in the
Company, the individual performance of the executive officers, and the
Committee's review of the overall performance of the Company. The Committee's
review of the foregoing factors was subjective and the Committee assigned no
fixed value or weight to any of the factors when making its decisions regarding
grants under the 1991 Program.
The Company also provides compensation to its executive officers in the form of
certain other benefit plans. The executive officers' and Mr. Martin's
participation in these plans are unaffected
10
<PAGE> 14
by the economic performance of the Company. In 1996, these plans included
medical benefit plans open to all of the Company's employees and certain other
plans described briefly below.
The Company maintains a 401(k) Pre-Tax Savings Plan (the "Savings Plan") for
salaried employees. Under the Savings Plan, each participant may elect to defer
from one to twelve percent of their annual compensation, which amount is then
credited to the participant's individual account. In addition, out of its
current or accumulated net income, the Company must make an annual matching
contribution to the account of each participant who is an employee of the
Company as of the end of each calendar year. This matching contribution is equal
to one-quarter of the first six percent of the compensation deferred by each
participant. Company matching contributions and any earnings thereon vest after
four years of service.
The Company's Profit Sharing Plan (the "Profit Sharing Plan") is available to
all salaried employees of the Company who have completed one year of service
during which they have worked one thousand hours. The Company must make annual
contributions to the Profit Sharing Plan out of its current or accumulated net
income in an amount set by the Board, which amount may not be less than three
percent of the Company's net income for the calendar year with respect to which
the contribution is being made. The Company's annual plan contribution may not
exceed either the maximum amount which is deductible for federal income tax
purposes or the maximum allowable plan contribution under the Internal Revenue
Code of 1986. The Company's annual contributions are allocated to participant's
accounts under a formula based on compensation. Each participant's allocated
amount under the Profit Sharing Plan becomes one hundred percent vested after
four years of service.
In 1997, the Company will discontinue contributions to the Profit Sharing Plan.
Concurrent with this action, the Company's matching contribution under its
Savings Plan will be increased to equal one-half of the first six percent of the
compensation deferred by each participant in the Savings Plan.
The Company also provides a supplemental medical plan for certain executive
officers, including Mr. Martin, that pays each of them up to $3,000 annually for
medical expenses not covered by the Company's other medical insurance plans.
No member of the Committee is a former or current officer or employee of the
Company or any of its subsidiaries.
Compensation Committee:
Howard L. Clark, Jr. Donald F. Johnstone
J. Hoyle Rymer H. Mitchell Watson
11
<PAGE> 15
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN FOR PLASTI-LINE, INC.
Assumes $100 invested on December 31, 1991, in Plasti-Line, Inc. Common Stock,
NASDAQ Stock Market (U.S. Companies), and NASDAQ Non-Financial Stocks and that
all dividends were reinvested.
[PERFORMANCE GRAPH]
The following represents the data points plotted on the table above:
<TABLE>
<CAPTION>
TOTAL RETURNS
INDEX FOR 12/31/91 12/31/92 12/31/93 12/30/94 12/29/95 12/31/96
- --------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Plasti-Line, Inc. 100.00 206.250 271.875 131.250 212.500 293.750
Nasdaq Stock
Market 100.00 116.378 133.595 130.587 184.674 227.164
Nasdaq
Non-Financial 100.00 109.394 126.300 121.444 169.244 205.629
Stocks
</TABLE>
TRANSACTIONS WITH MANAGEMENT
During fiscal 1996, the Company paid approximately $22,000 in service charges to
First American National Bank of Knoxville, Tennessee. The bank is a subsidiary
of First American Corporation of which Mr. Smith and Mr. Martin are directors.
12
<PAGE> 16
BENEFICIAL OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND PRINCIPAL STOCKHOLDERS
The following table sets forth information with respect to beneficial ownership
of the Common Stock by each director, each nominee for director, each Named
Executive Officer, all directors and executive officers as a group, and
beneficial owners of more than 5% of the Common Stock as of the Record Date.
<TABLE>
<CAPTION>
AMOUNT OF STOCK PERCENTAGE OF
NAME BENEFICIALLY OWNED (1) COMMON STOCK (2)
- ---- ---------------------- ----------------
<S> <C> <C> <C>
James R. Martin (3) 1,766,269 (4) 46.4%
James G. Hanes, III (5) 221,192 (6) (7) 5.8%
John D. Burke 100,000 2.6%
James F. Smith, Jr. 27,844 (6) -
J. Hoyle Rymer 25,232 (6) -
Mark J. Deuschle 21,875 (8) -
C. Wayne Morris 20,500 -
James A. Haslam, III 14,054 (9) -
Kathryn Coleman Wood 12,600 (10) -
Howard L. Clark, Jr. 11,732 (11) -
H. Mitchell Watson, Jr. 5,053 (12) -
Donald F. Johnstone 1,821 (13) -
All directors and executive officers
as a group (13 persons) 2,241,555 (14) 58.9%
SoGen International Fund, Inc./
Societe General Asset Management Corp. 200,000 (15) 5.3%
</TABLE>
(1) Except as provided below, the person named has sole voting and investment
power with respect to all shares shown.
(2) Percentages less than 1% not shown.
(3) Business address of beneficial owner: P.O. Box 9043, Knoxville, Tennessee
37950-9043.
(4) Includes 167,086 shares held in Martin Children's Trust of which Mr.
Martin, as sole trustee, has sole investment and voting power. Also
includes options to purchase 25,000 shares subject to immediately
exercisable stock options. Excluded from the shares indicated as being
owned by Mr. Martin are 150,800 shares in which Mr. Martin disclaims
beneficial ownership. Of such 150,800 shares, 113,500 shares are owned by
the Martin Family Trust, 8,900 are shares owned by Julia Martin's Trust,
and 8,900 are shares owned by Justin Martin's Trust, (James G. Hanes, III
is trustee of each of the foregoing trusts), and 19,500 shares are owned in
equal parts by Mr. Martin's children, Julia A. and Justin J. Martin. Mr.
Martin does not have any voting or investment power with respect to such
150,800 shares.
(5) Business address of beneficial owner: 480 Shepherd Street, Winston-Salem,
North Carolina 27103.
(6) Includes options to purchase 5,000 shares of Common Stock which are
immediately exercisable.
13
<PAGE> 17
(7) Includes 113,500 shares held in Martin Family Trust, 8,900 shares held in
Julia Martin's Trust and 8,900 shares held in Justin Martin's Trust over
which Mr. Hanes, as sole trustee of each of the foregoing trusts, has sole
investment and voting power. Also includes 36,798 shares held indirectly
for Mr. Hanes' children.
(8) Includes options to purchase 5,875 shares of Common Stock which are
immediately exercisable.
(9) Includes options to purchase 4,500 shares of Common Stock which are
immediately exercisable.
(10) Includes options to purchase 2,500 shares of Common Stock which are
immediately exercisable.
(11) Includes options to purchase 4,000 shares of Common Stock which are
immediately exercisable.
(12) Includes options to purchase 3,500 shares of Common Stock which are
immediately exercisable.
(13) Includes options to purchase 500 shares of Common Stock which are
immediately exercisable.
(14) Includes options to purchase 52,500 shares of Common Stock which are
immediately exercisable.
(15) SoGen International Fund, Inc., (the "Fund"), beneficially owns 200,000
shares of Common Stock. Societe Generale Asset Management Corp. in its role
as "Advisor" to the Fund, may be deemed to be a beneficial owner of such
shares. The principal business offices of the Fund and the Adviser are
located at 50 Rockefeller Plaza, New York, New York 10020. The Company has
relied solely on Schedule 13G filed on February 14, 1997, by the Fund with
the Securities and Exchange Commission for the information above. The
Company makes no representation as to the accuracy or completeness of the
information reported regarding the Fund and the Advisor.
14
<PAGE> 18
RECOMMENDATION OF YOUR BOARD OF DIRECTORS "FOR" THIS PROPOSAL
The Board of Directors believes that the approval of the 1991 Program Amendment
is in the best interests of the Company to help compensate and retain qualified
non-employee directors. Approval of the 1991 Program Amendment requires a
plurality of the votes cast at the Annual Meeting, provided a quorum is present.
With respect to voting on this amendment, withholding authority to vote and
broker non-votes will have no effect on whether the amendment is adopted,
although such shares would be counted as present for purposes of determining the
existence of a quorum. A broker non-vote occurs when a nominee holding shares
for a beneficial owner votes with respect to at least one proposal but does not
vote on other proposals because the nominee does not have discretionary voting
power with respect to such other proposal(s) and has not received voting
instructions from the beneficial owner.
STOCKHOLDERS SHOULD NOTE THAT BECAUSE NON-EMPLOYEE DIRECTORS WILL RECEIVE
OPTIONS UNDER THE 1991 PROGRAM, THE DIRECTORS HAVE A PERSONAL INTEREST IN ITS
APPROVAL. HOWEVER, THE MEMBERS OF THE BOARD OF DIRECTORS ALSO BELIEVE THAT THE
1991 PROGRAM AMENDMENT IS IN THE BEST INTERESTS OF THE COMPANY AND ITS
STOCKHOLDERS. ACCORDINGLY, THE BOARD OF DIRECTORS HAS APPROVED AND RECOMMENDS
THAT STOCKHOLDERS VOTE "FOR" THE PROPOSAL TO AMEND THE 1991 PROGRAM. PROXIES
SOLICITED BY THE BOARD OF DIRECTORS WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY
OTHERWISE.
SUMMARY OF THE 1991 PROGRAM
The following summary of the 1991 Program is qualified in its entirety by the
full text of the 1991 Program. A copy of the 1991 Program is available for
review at the principal offices of the Company and will be furnished to any
stockholder of the Company without charge upon written or oral request directed
to Mark J. Deuschle, Vice-President - Finance, Plasti-Line, Inc., 623 E. Emory
Road, P.O. Box 59043, Knoxville, Tennessee 37950-9043, telephone (423) 938-1511.
Such information will be forwarded by first class mail, or other equally prompt
means, within one business day of the receipt of the request. For additional
information regarding options and other incentive awards granted to certain
directors and officers of the Company, see "Directors' Meetings and
Compensation," "Executive Compensation," and "Transactions with Management."
Administration
The 1991 Program consists of two separate plans: (i) the Key Employee Plan under
which options (both incentive and nonqualified), stock appreciation rights, and
certain other performance and incentive awards may be granted to officers, key
employees and certain other individuals who perform significant services for the
Company and its subsidiaries; and (ii) the Director Plan under which
nonqualified options will be automatically granted to nonemployee directors
under certain circumstances.
15
<PAGE> 19
The Director Plan is, to the fullest extent possible, self-effectuating. The Key
Employee Plan and, to the extent necessary, the Director Plan are administered
and interpreted by the Board of Directors, who also determine the awards made
under the Key Employee Plan. With limited exceptions, the Board may in its
discretion delegate any or all of its authority to administer and interpret the
1991 Program and authorize awards thereunder to a committee of no fewer than
three members of the Board (the "Committee") who are not eligible to participate
in the Key Employee Plan. The Board and, to the extent of such delegation, the
Committee are hereinafter referred to as the "Administrator."
Eligibility
Persons eligible to receive awards under the Key Employee Plan include key
employees and officers of the Company and its subsidiaries and certain other
individuals, such as consultants, who perform services for the Company and its
subsidiaries of a nature similar to those performed by key employees, and who
are from time to time designated by the Board to participate in the Plan. The
Key Employee Plan, however, does not require any participant to remain in the
continuous employ of the Company or to serve for any period of time.
Approximately 30 employees of the Company and its subsidiaries, including
officers of the Company, are considered eligible at the present time, subject to
the power of the Administrator to determine all eligible employees and other
persons to whom awards will be given. Nonemployee directors, however, are not
eligible to receive awards under the Key Employee Plan.
Persons entitled to receive awards under the Director Plan include all
nonemployee directors. At present there are seven nonemployee directors of the
Company: Howard L. Clark, Jr., James G. Hanes, III, James A. Haslam, III, Donald
F. Johnstone, J. Hoyle Rymer, James F. Smith, Jr., and H. Mitchell Watson, Jr.
Directors who are officers or employees of the Company or a subsidiary are
eligible to receive awards only under the Key Employee Plan.
There is no maximum number of shares subject to stock options or other stock
awards, or limit on the number of shares or awards which, may be granted to any
eligible individual under the Key Employee Plan. Limits under the Director Plan
are described below under the "Director Plan." Under applicable tax law, certain
limitations on the number of incentive stock options which may be granted to
eligible employees exist ($100,000 in purchase price first exercisable in any
year). The 1991 Program is not exclusive. A person who holds an award may, if
eligible, be granted additional awards under the 1991 Program or may be granted
other awards as benefits under other plans or by appropriate authorization of
the Board without reference to a specific plan.
The Board also may grant to an award holder under the Key Employee Plan, if he
or she is otherwise eligible and consents, a new or modified award in lieu of an
award previously granted. Such new or modified award may be with respect to a
number of shares, at an exercise price and for a length of time, which is
greater or lesser than that under the earlier award. Such new or
16
<PAGE> 20
modified award may be by cancellation and regrant, amendment, substitution or
otherwise, subject only to the general limitations described in the 1991 Program
or under applicable law.
In determining the employees to whom awards will be granted and the award
amounts, the Administrator typically considers the employee's responsibilities
and contributions, their other compensation, relevant factors in light of the
type of award under consideration and the 1991 Program purposes, as well as
applicable legal requirements.
THE KEY EMPLOYEE PLAN
The Key Employee Plan provides that the Administrator may grant any combination
of stock options, restricted stock, cash and stock bonuses, stock appreciation
rights, performance awards and other stock related benefits. Each grant must be
set forth in a separate agreement with the person receiving the award, and such
agreement will indicate the type, terms and conditions of the award.
Stock options provide for the right to purchase Common Stock at a price which
may be less than fair market value on the effective date of the grant (but not
less than par value). Options may be granted for a term not to exceed 10 years.
The number or value of any nonqualified stock options that may be granted to any
one participant will be determined by the Administrator.
Tax qualified incentive stock options, if used, are designed to comply with the
provisions of the Internal Revenue Code and are subject to restrictions
contained in the Code, to qualify for certain tax benefits. Such options,
however, may be subsequently modified to disqualify them from such treatment.
Restricted or unrestricted stock may be delivered or sold to participants at
various prices (but not below par value) and subject to conditions and
restrictions as may be determined by the Administrator. Restricted stock,
typically, may be reacquired by the Company if the conditions are not satisfied.
In general, restricted shares may not be sold, or otherwise transferred or
hypothecated, until restrictions are removed or expire. Purchasers of restricted
stock, unlike recipients of options, typically will have voting rights and will
receive dividends, if awarded, prior to the time when restrictions lapse.
Stock appreciation rights ("SARs") may be granted in connection with stock
options, other awards, or separately. SARs granted by the Administrator in
connection with stock options or other awards typically provide for payments to
the holder based upon increases in the price of the Company's Common Stock over
the exercise price of the related option or other awards on the exercise date,
but may also or be alternatively based upon criteria such as book value. The
SARs may provide that the holder of the SARs may exercise the SARs and/or the
option or other awards in whole or in part. The Administrator may elect to pay
SARs in cash or in Common Stock or in a combination of cash and Common Stock
17
<PAGE> 21
Performance awards may be granted by the Administrator on an individual or group
basis. Generally, these awards are based upon specific agreements and may be
paid in cash or in Common Stock or in a combination of cash and Common Stock.
Performance awards may include awards that provide for payments based upon
increases in the price of the Company's Common Stock over a specified period.
These awards do not involve the issuance of Company stock but are hypothetical
stock "units" which are granted to a participant and upon which the value of any
incentive award will be calculated. Performance awards may also include cash and
stock bonuses which may be granted by the Administrator on an individual or
group basis and which may be payable in cash or in Common Stock or in a
combination of cash and Common Stock.
The Administrator may approve any combination of payment in cash or Common Stock
to any participant in respect of any performance or incentive award under the
1991 Program and may approve a stock payment or option or other right to
purchase Common Stock to any employee participant as part of a deferred
compensation arrangement, made in lieu of all or any portion of the compensation
otherwise payable to an eligible employee.
THE DIRECTOR PLAN
Under the Director Plan, each person who becomes a director of the Company and
who is not then an officer or employee of the Company or any of its subsidiaries
automatically is granted a nonqualified stock option to purchase 2,500 shares of
Common Stock. Persons who were nonemployee directors on the date the 1991
Program was adopted by the Company were each granted similar options. The
purchase price per share of Common Stock covered by each option under the
Director Plan, payable in cash, is the market value of the Common Stock on the
date the option is granted. The options become vested when the holder has served
two full years as a nonemployee director, including service prior to the
adoption of the 1991 Program and, unless earlier terminated, will terminate five
years after they are granted. The right to purchase the unexercised portion of
an installment continues until its lapse or termination.
If a nonemployee director's services as a Board member are terminated as a
result of death, disability or retirement, options under the Director Plan will
become immediately exercisable in full for a period of one year after
termination or until expiration of the stated term of such option, whichever
period is shorter. If a nonemployee director's services are terminated for any
other reason including resignation, any then exercisable portion of an option
representing the annual award will be exercisable for a period of three months
after termination or until expiration of the stated term of such option,
whichever period is shorter.
18
<PAGE> 22
MISCELLANEOUS PROVISIONS
The 1991 Program contains provisions relating to adjustments for changes in the
Company's Common Stock upon certain specified events. The 1991 Program provides
that the number of shares available under the 1991 Program is, and the number of
shares subject to outstanding options or other stock-related awards granted
under the Program shall be, subject to adjustment in certain circumstances if
the outstanding shares of Common Stock are increased, decreased, exchanged or
otherwise changed, through a reorganization or merger as a result of which the
Company is the surviving entity, or in case of a recapitalization, stock split,
stock dividend or certain other events.
In addition, the 1991 Program provides for full vesting and acceleration of
exercise dates of awards under the Key Employee Plan if there is a change of
control of the Company, unless the Board of Directors of the Company as
constituted prior to the change of control otherwise determines or unless such
Board of Directors approves the assumption of such awards by the surviving
company, the substitution of new awards or the payment of the fair value of such
awards. In addition, the 1991 Program provides for full or partial vesting and
acceleration of exercise dates of awards under the Director Plan if there is a
change of control of the Company. A change of control occurs under the 1991
Program when 50% or more of the Company's Common Stock is acquired by an entity
or group, or if there is a dissolution or liquidation of the Company or
reorganization, merger or consolidation as a result of which the Company is not
the surviving corporation, or if there is a sale of substantially all of the
Company's assets to another entity.
The 1991 Program also provides that the Board of Directors may in its sole
discretion accelerate the exercisability or vesting of any or all awards
outstanding under the Key Employee Plan in circumstances under which the Board
of Directors deems such acceleration to be appropriate.
The 1991 Program specifies that the Company may make loans to 1991 Program
participants, other than nonemployee directors to enable them to exercise
options, purchase shares or realize benefits of other awards granted under the
1991 Program. Interest on such loans shall accrue at a rate not less than the
"prime rate" as determined and publicly announced from time to time by the
Company's principal bank.
The 1991 Program permits the payment of the option or award price at the
Administrator's discretion in cash or with shares of the Company's Common Stock
valued at their fair market value ("stock swap") or a combination of shares and
cash. The Director Plan does not permit such stock swaps on exercise. By use of
the stock swap provision, an option holder, for example, may exercise a stock
option by using the Company's Common Stock to pay the option price and
immediately use the stock received to pay the option price for additional option
shares in successive transactions. Other lawful consideration, which may include
(for example) a note, services, or cash compensation offset, may also be applied
to the purchase or exercise price of any award, to the extent so authorized by
the Administrator.
19
<PAGE> 23
Shares held by a participant other than a nonemployee director may also be used
to discharge tax withholding obligations related to exercise of options or
receipt of other awards, subject to the discretion of the Board to disapprove
such use. In addition, the Administrator may grant to employees a cash bonus in
the amount of any tax related to awards.
The 1991 Program will terminate on December 11, 2001, unless it is terminated at
an earlier date by the Board. Termination of the 1991 Program typically will not
affect rights of participants that accrued before such termination.
The Board may suspend or amend the 1991 Program at any time, and may, with a
holder's consent, substitute awards or modify the terms and conditions of an
outstanding award, to, among other changes, extend the term (subject to maximum
term limits), reduce the price, accelerate exercisability or preserve award
benefits. Such 1991 Program amendment or modification may, in the discretion of
the Company, be adopted without stockholder approval unless such amendment or
modification would require approval for compliance with regulatory requirements.
Amendment of the 1991 Program will not, without the consent of the participant,
affect such person's rights under an award previously granted, unless the award
itself expressly so provides. Amendments could increase the costs of the Key
Employee Plan.
TAX CONSEQUENCES OF THE 1991 PROGRAM
The tax consequences of the 1991 Program under current federal law are
summarized in the following discussion which deals with the general tax
principles applicable to the 1991 Program.
Nonqualified Stock Options
No taxable income will be realized by an optionee upon the grant of a
nonqualified stock option. Upon exercise of a nonqualified stock option, the
optionee will realize ordinary income in an amount measured by the excess of the
fair market value of the shares on the date of exercise over the option price,
and the Company will be entitled to a corresponding deduction. In the case of an
option holder subject to Section 16(b) of the Securities Exchange Act of 1934,
unless the participant elects otherwise, the amount and timing of such income
(and deduction by the Company) will instead be based on the fair market value of
the shares on the date the Section 16(b) restriction lapses as to such shares.
Upon a subsequent disposition of the shares, the participant will realize
short-term or long-term capital gain or loss. The Company will not be entitled
to any further deduction at that time.
20
<PAGE> 24
Incentive Stock Options
An optionee who receives an incentive stock option will not be treated as
receiving taxable income upon the grant of the option or upon the exercise of
the option, provided the exercise occurs, in general, during employment or
within three months after termination of employment. However, any appreciation
in share value after the date of grant will be includable in the optionee's
alternative minimum taxable income at the time of exercise. If stock acquired
pursuant to an incentive stock option is not sold or otherwise disposed of
within two years from the date of grant of the option nor within one year after
the date of exercise, any gain or loss resulting from disposition of the stock
will be treated as long-term capital gain or loss. If stock acquired upon
exercise of an incentive stock option is disposed of prior to the expiration of
such holding periods, the optionee will realize ordinary income in the year of
such disposition generally in an amount equal to the excess of the fair market
value of the stock on the date of exercise over the exercise price. Any gain in
excess of that ordinary income amount generally will be taxed at capital gains
rates. However, under a special rule, the ordinary income realized upon a
disqualifying disposition, will not exceed the amount of the optionee's gain.
The Company will not be entitled to any deduction as a result of the grant or
exercise of an incentive stock option, or on a later disposition of the stock
received, except that in the event of a disqualifying disposition, the Company
will be entitled to a deduction equal to the amount of ordinary income realized
by the optionee.
Restricted Stock
The recipient of restricted stock will recognize ordinary income equal to the
excess of the fair market value of the restricted stock at the time the
restrictions lapse over the amount which the recipient paid for the restricted
stock. However, the recipient may elect, within 30 days after the date of
receipt, to report the fair market value of the stock as ordinary income at the
time of receipt. The Company may deduct an amount equal to the income recognized
by the recipient at the time the recipient recognizes the income.
Stock Appreciation Rights
At the time of receiving a SAR, the participant will not recognize any taxable
income. Likewise, the Company will not be entitled to a deduction for the SAR.
Upon the exercise of a SAR, the participant will generally recognize ordinary
income in an amount equal to the cash and/or fair market value of the shares
received. However, participants who are subject to Section 16(b) of the
Securities Exchange Act of 1934 and who receive such shares, will generally not
recognize ordinary income until the restrictions imposed by Section 16(b) lapse
and the stock will be valued on the date those restrictions lapse. Nevertheless,
such participants may elect, within 30 days of the date of exercise, to
recognize ordinary income and if such an election is made, the stock is valued
on the date of exercise of the SAR.
21
<PAGE> 25
Performance Awards
A participant who has been granted a performance award will not realize taxable
income at the time of grant, and the Company will not be entitled to a deduction
at that time. When an award is paid, whether in cash or shares, the participant
will have ordinary income, and the Company will have a corresponding deduction.
The measure of such income and deduction will be the amount of cash and the fair
market value of the shares at the time the award is paid.
Stock Payments
A participant who receives a stock payment in lieu of a cash payment that would
otherwise have been made will be taxed as if the cash payment has been received
and the Company will have a deduction in the same amount.
CERTAIN ACCOUNTING MATTERS
Under existing generally accepted accounting principles, certain awards granted
under the 1991 Program may result in compensation expense. With respect to stock
options, for example, a charge to earnings, as measured by the excess, if any,
of the market value of the shares on the date the award is granted over the
exercise price will be made over the period for which the Company receives the
benefit of the participants' services, usually the vesting period. The award of
certain other benefits under the Program, such as stock swap features resulting
in pyramiding, stock appreciation rights or restricted stock, may also result in
charges to earnings, based upon the relationship of such benefits to the market
value of shares on the date the award is granted. In the case of stock
appreciation rights, earnings in subsequent periods could be further decreased
or (to the extent of any previous charges regarding such rights) increased
depending upon further changes in the market price of the Company's Common
Stock. The potential dilutive effect of outstanding options, restricted stock,
stock appreciation rights exercisable for shares and certain other awards will
be reflected in the Company's periodic calculations of earnings per share.
ADDITIONAL INFORMATION
The Board of Directors has not yet selected auditors for the 1997 fiscal year.
The Company is satisfied with the accounting and audit services performed by its
current auditors. However, as part of the Company's ongoing cost control
efforts, management may solicit proposals for such services from other
accounting firms as well as its current auditors. Management will make a
recommendation to the Audit Committee as to the appointment of auditors.
Coopers & Lybrand L.L.P. is the accounting firm which examined and reported on
the Company's financial statements for the last fiscal year. It is expected that
representatives of that firm will be present at the meeting to answer questions
directed to them. If representatives of Coopers &
22
<PAGE> 26
Lybrand L.L.P. attend the meeting, they will have the opportunity to make a
statement if they desire.
PROPOSALS OF STOCKHOLDERS
All proposals of stockholders intended to be presented at the Company's 1998
Annual Meeting of Stockholders must be received by the Secretary of the Company
at the address set forth on page one of the Proxy Statement before November 21,
1997 if they are to be considered for possible inclusion in the 1998 Proxy
Statement and form of proxy.
SOLICITATION OF PROXIES
The expense of preparing and mailing the Notice of Annual Meeting, Proxy
Statement and Proxy Card will be paid by the Company. In addition to the
solicitation of proxies by mail, proxies may be solicited by directors, officers
and regular employees of the Company (who will receive no additional
compensation), by personal interviews, telephone and telegraph. It is
anticipated that banks, custodians, nominees and fiduciaries will forward proxy
soliciting material to beneficial owners of the Common Stock and that such
persons will be reimbursed by the Company for their expenses incurred in this
regard.
OTHER BUSINESS
The Board of Directors is unaware of any other business to be presented for
consideration at the Annual Meeting. If, however, other business should properly
come before the Annual Meeting, the proxies will be voted in accordance with the
best judgment of the proxy holders.
AVAILABILITY OF ANNUAL REPORT
The Company's annual report for its 1996 fiscal year ended December 29, 1996,
which includes financial statements for the year, is being forwarded to
stockholders of record on the Record Date concurrently with this Proxy
Statement. Stockholders who would like additional copies of the annual report
should submit the request in writing to: Mark J. Deuschle, Plasti-Line, Inc.,
P.O. Box 59043, Knoxville, Tennessee 37950-9043.
23
<PAGE> 27
APPENDIX A
[PLASTI-LINE, INC. LOGO]
1991 STOCK INCENTIVE PROGRAM
1
<PAGE> 28
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
I. PURPOSE.......................................................................... 1
1.1 Purpose of Program ....................................................... 1
1.2 Purpose of Plans .......................................................... 1
II. ADMINISTRATION AND AUTHORIZATION OF AWARDS ...................................... 1
2.1 Authority ................................................................. 2
2.2 Authority to Make Adjustments, Etc. ....................................... 2
2.3 Delegation of Authority ................................................... 2
2.4 Action by Written Consent ................................................. 2
2.5 Decisions Binding; Reliance on Experts .................................... 2
2.6 Exculpation; Indemnification .............................................. 2
III. STOCK SUBJECT TO THE PLAN ....................................................... 2
IV. THE KEY EMPLOYEE PLAN ........................................................... 3
4.1 Participation ............................................................. 3
4.2 Options ................................................................... 3
4.3 Restricted Stock .......................................................... 4
4.4 Stock Appreciation Rights ................................................. 4
4.5 Performance Awards ........................................................ 5
4.6 Stock Payment ............................................................. 5
4.7 Time of Payment ........................................................... 5
4.8 Termination of Awards ..................................................... 5
4.9 Loans ..................................................................... 6
4.10 Escrow .................................................................... 6
4.11 Restrictive Legends ....................................................... 6
V. THE DIRECTOR PLAN ............................................................... 7
5.1 Participation ............................................................. 7
5.2 Option Grants.............................................................. 7
5.3 Option Price .............................................................. 7
5.4 Option Period ............................................................. 7
5.5 Vesting ................................................................... 8
5.6 Termination of Directorship................................................ 8
5.7 Acceleration Upon an Event ................................................ 8
VI. OTHER PROVISIONS 8
6.1 Rights of Eligible Employees, Participants and Beneficiaries .............. 8
6.2 Adjustment Upon Capitalization and Corporate Changes....................... 9
6.3 Acceleration of Awards .................................................... 10
6.4 Termination, Suspension and Amendment ..................................... 10
6.5 Privileges of Stock Ownership; Minimum Purchase; No
Fractional Shares ......................................................... 11
</TABLE>
i
2
<PAGE> 29
<TABLE>
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6.6 Tax Withholding and Tax Bonuses ........................................... 11
6.7 Compliance with Laws....................................................... 11
6.8 Governing Laws ............................................................ 12
6.9 Effective Date of the Program ............................................. 12
6.10 Termination of the Program ................................................ 12
VII. DEFINITIONS........................................................................ 12
7.1 Act ....................................................................... 12
7.2 Administrator ............................................................. 12
7.3 Award ..................................................................... 12
7.4 Award Agreement ........................................................... 12
7.5 Award Date ................................................................ 12
7.6 Award Period .............................................................. 13
7.7 Beneficiary ............................................................... 13
7.8 Board of Directors ........................................................ 13
7.9 Code ...................................................................... 13
7.10 Committee ................................................................. 13
7.11 Common Stock............................................................... 13
7.12 Company ................................................................... 13
7.13 Corporation ............................................................... 13
7.14 Disability ................................................................ 13
7.15 Disinterested ............................................................. 13
7.16 Eligible Employee.......................................................... 13
7.17 Employee Participant ...................................................... 14
7.18 Event ..................................................................... 14
7.19 Exchange Act .............................................................. 14
7.20 Fair Market Value ......................................................... 14
7.21 Incentive Stock Option .................................................... 14
7.22 Nonemployee Director ...................................................... 15
7.23 Nonemployee Director Participant .......................................... 15
7.24 Nonqualified Stock Option ................................................. 15
7.25 Normal Board Retirement ................................................... 15
7.26 Option .................................................................... 15
7.27 Other Eligible Person ..................................................... 15
7.28 Par Value ................................................................. 15
7.29 Participant ............................................................... 15
7.30 Performance Award ......................................................... 15
7.31 Personal Representative ................................................... 15
7.32 Program ................................................................... 15
7.33 Restricted Stock .......................................................... 15
7.34 Restricted Stock Award .................................................... 16
7.35 Stock Appreciation Right .................................................. 16
7.36 Stock Payment ............................................................. 16
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7.37 Subsidiary ............................................................... 16
7.38 Tax Date ................................................................. 16
VIII. ADDITIONAL LIMITATIONS............................................................ 16
8.1 Limitations Applicable to Section 16 Persons ............................. 16
8.2 Release of Restrictions .................................................. 16
8.3 Key Employee Plan Designation ............................................ 17
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PLASTI-LINE, INC.
1991 STOCK INCENTIVE PROGRAM
I. PURPOSE
1.1 Purpose of Program
The purpose of the 1991 Stock Incentive Program (the "Program") is
to promote the success of Plasti-Line, Inc. (the "Corporation") and
its subsidiaries (collectively the "Company") by providing a method
whereby key employees and advisory directors of the Company and
certain other individuals, as well as Nonemployee Directors of the
Corporation may be encouraged to invest in the Corporation's Common
Stock ("Shares"). The Program consists of two plans: (i) a Key
Employee Plan for the grant of awards to officers, key employees and
certain other individuals who perform significant services for the
Company; and (ii) a Director Plan for the grant of Nonqualified
Stock Options to Nonemployee Directors of the Corporation.
1.2 Purpose of Plans
The purpose of the Key Employee Plan is to strengthen the Company by
providing an additional means of retaining and attracting competent
management personnel and by providing to participating officers, key
employees and other participants a financial incentive for high
performance levels. The purpose of the Director Plan is to assist
the Corporation to attract and retain experienced and knowledgeable
directors.
II. ADMINISTRATION AND AUTHORIZATION OF AWARDS
2.1 Authority
The Director Plan shall be non-discretionary and, to the extent
possible, self-effectuating. The Key Employee Plan and, to the
extent necessary, the Director Plan shall be administered by the
Board of Directors, except as otherwise provided. The Board of
Directors is authorized and empowered to administer the Program,
which administration includes, but is not limited to, authority to:
(i) construe and interpret the Program and any agreements defining
the rights and obligations of the Company and Participants under the
Program; (ii) prescribe, amend and rescind rules and regulations
relating to the Program; (iii) further define the terms used in the
Program; (iv) determine the rights and obligations of Participants
under the Program; and (v) make all other determinations necessary
or advisable for the Program administration. Each Award shall be
evidenced by an Award Agreement signed by the Corporation and the
Participant receiving such award, which shall be in such form and
shall include such terms and conditions consistent with the Program
as the Administrator may determine in its discretion. In addition,
the Board of Directors is authorized and empowered (but only with
respect to the Key Employee Plan) to grant Awards, which authority
includes, but is not limited to, authority to: (i) select the
Eligible Employees to whom Awards are to be granted; and (ii)
determine the time or times at which Awards may be granted, the
nature of Awards, the number of Shares that make up Awards, the
objectives, goals and performance criteria
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used to measure the value of Awards and other terms and conditions
applicable to each Award in a manner consistent with the Program.
Any Award granted under the Key Employee Plan shall be in such form
as the Administrator may approve and the provisions of any such
Awards granted need not be the same with respect to each Employee
Participant.
2.2 Authority to Make Adjustments, Etc.
Subject to Section 6.4 and the general limitations on Awards
contained herein, the Administrator may authorize any adjustment of
an Award granted under the Key Employee Plan with respect to the
exercise or purchase price, the number of Shares, the term and the
restrictions. Such adjustments may be accomplished by cancellation
of an outstanding Award, and a subsequent regranting of an Award, by
amendment, or by substitution of an outstanding Award, and may
result in an exercise or purchase price that is higher or lower than
the exercise or purchase price of the prior Award, provide for a
greater or lesser number of Shares subject to the Award, or provide
for a longer or shorter term than the prior Award.
2.3 Delegation of Authority
The Board of Directors may, in its discretion, delegate to the
Committee any or all of its authority under the Program, except for
the powers set forth in Sections 6.2, 6.3, 6.4, 6.9 and 6.10 and the
last sentence of Section 4.2.2 or powers which, under applicable
law, are nondelegable.
2.4 Action by Written Consent
If action by the Administrator is taken by unanimous written
consent, the date of the Administrator's action shall be deemed to
be the date the last member of the Board of Directors or Committee
signs the consent.
2.5 Decisions Binding; Reliance on Experts
Any action taken, or determination or adjustment made by the
Corporation, the Board of Directors, or the Committee relating to
the Program or any Award, including, without limitation, adjustments
pursuant to Sections 6.2 and 6.3, shall be within the absolute
discretion of that entity or body and shall be final and conclusive
and binding upon all persons. In making determinations under the
Program, the Board of Directors and the Committee may (but shall not
be required to) obtain and may rely upon the advice of independent
counsel and accountants and other advisors to the Corporation.
2.6 Exculpation; Indemnification
No member of the Board of Directors, or the Committee, or officer of
the Company, shall be liable for any action or determination taken
or made in good faith with respect to the Program or any Award.
Each such person shall be indemnified and held harmless by the
Company from any loss, cost, liability or expense that may be
imposed upon or reasonably incurred in connection with any claim,
action, suit or proceeding to which such person may be a party by
reason of any action taken or any failure to act under the
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Program. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which any such
person may be entitled under the Corporation's Charter or Bylaws of
the Corporation or any of its subsidiaries, or as a matter of law, or
otherwise, or any power or obligation that the Corporation or any of
its subsidiaries may have to indemnify them or hold them harmless.
III. STOCK SUBJECT TO THE PLAN
The stock available under the Program shall be the Corporation's
authorized but unissued Shares or Shares acquired by the Company. Subject
to Section 6.2, the aggregate number of Shares that may be delivered
pursuant to Awards granted under the Program shall not exceed 350,000.
If any option or other right to acquire Shares under an Award lapses or is
cancelled or terminated without having been exercised in full, or any
Shares subject to a Restricted Stock Award or other Award do not vest or
are not delivered, the unpurchased, unvested or undelivered shares shall
again be available for purposes of the Program. If a Stock Appreciation
Right is exercised or if a Performance Award based on the increased market
value of a specified number of Shares is paid, the number of Shares to
which such exercise or payment relates shall be charged against the
maximum amount of Shares that may be delivered pursuant to Awards under
the Program. If the Company withholds Shares pursuant to Section 6.6, the
number of shares deliverable, but withheld, are not actually issued;
however, the aggregate number of Shares issuable with respect to the
applicable Award and under the Program shall be reduced by the number of
Shares withheld. The withheld Shares shall not be available for granting
additional Awards under the Program.
IV. THE KEY EMPLOYEE PLAN
4.1 Participation
Awards under the Key Employee Plan may be granted only to Eligible
Employees. An Eligible Employee who has been granted an Award under
the Key Employee Plan may, if otherwise eligible, be granted
additional Awards under the Key Employee Plan if the Administrator
so determines.
4.2 Options
4.2.1 Grants. One or more Options may be granted to any Eligible
Employee. Each Option granted shall be designated by the
Administrator as either a Nonqualified Stock Option or an
Incentive Stock Option.
4.2.2 Option Price. The purchase price per share of the Common
Stock covered by each Option, subject to the provisions
of Article VIII, shall be determined by the Administrator but
shall not be less than: (i) the Par Value per Share for a
Nonqualified Stock Option; or (ii) 100 percent of the Fair
Market Value of Common Stock on the Award Date for an Incentive
Stock Option. The purchase price of any Shares purchased shall
be paid in full at the time of each purchase in cash (or cash
equivalent) or, at the Administrator's discretion, in Shares
valued at their Fair Market Value on the business day
immediately preceding the Option
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exercise date, or partly in such Shares and partly in cash,
or in a form of legal consideration approved by the Board of
Directors.
4.2.3 Maximum Option Term. Each Option and all rights or
obligations thereunder shall expire on the date determined
by the Administrator, but not later than 10 years after the
Award Date, and shall be subject to earlier termination as
provided in the related Award Agreement or Sections 4.8 or 6.3.
4.2.4 Exercise of Options. Except as otherwise provided in
Sections 6.2 and 6.3, an Option shall become exercisable in
such manner and within such period or periods and in such
installments, if any, as determined by the Administrator and
set forth in the related Award Agreement. If the Option holder
does not purchase all of the Shares which he or she is entitled
to purchase in any given installment period, the right to
purchase these Shares shall continue until the Option lapses or
terminates.
4.2.5 Limitations on Grant of Incentive Stock Options. The
aggregate Fair Market Value (determined as of the Award
Date) of the Common Stock for which Incentive Stock Options may
be first exercisable (other than as a result of acceleration
under Section 6.3) by any Employee Participant during any
calendar year under the Program or under any other program of
the Corporation or any Subsidiary shall not exceed $100,000.
There shall be imposed in the Award Agreement relating to
Incentive Stock Options such terms and conditions as are
required to bring the Option within the definition of
"incentive stock option" in Section 422A of the Code. The
Administrator may, however, with an Incentive Stock Option
holder's consent, authorize an amendment to the Incentive Stock
Option that renders it a Nonqualified Stock Option.
4.3 Restricted Stock
4.3.1 Grants. One or more Restricted Stock Awards may be granted
to any Eligible Employee. Each Restricted Stock Award
Agreement shall specify the number of Shares to be
delivered to the Employee Participant, the delivery date, the
price to be paid for such Shares by the Employee Participant
and the restrictions imposed on such Shares. Except as
otherwise provided in Sections 6.2 and 6.3, the restrictions
imposed upon Restricted Stock shall lapse in accordance with
such schedule and other conditions as determined by the
Administrator and set forth in the related Award Agreement.
4.3.2 Price. The purchase price per Share of Restricted Stock
shall be determined by the Administrator but shall not be
less than the Par Value thereof subject to any applicable
limitations under Article VIII.
4.3.3 Maximum Award Term. Restricted Stock shall vest and all
restrictions thereon lapse on such date or dates as are
determined by the Administrator, but not later than 10
years after the Award Date. Rights to such shares shall be
subject to earlier termination as provided in the related
Award Agreement or in Sections 4.8 or 6.3.
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4.3.4 Rights and Restrictions. Subject to Section 4.11, Employee
Participants receiving Restricted Stock may be entitled to
dividend and voting rights for such shares even though they
are not vested, but such rights shall terminate immediately
as to any forfeited Restricted Stock.
4.4 Stock Appreciation Rights
4.4.1 Grants. Stock Appreciation Rights related or
unrelated to Options or other Awards may be granted to
Eligible Employees:
(i) at any time if unrelated to an Award or if related to
any Award other than an Incentive Stock Option; or
(ii) only at the time of grant if related to an Incentive
Stock Option.
A Stock Appreciation Right may extend to all or a portion of
the Shares covered by a related Award.
4.4.2 Exercise of Stock Appreciation Rights. Subject to Rule 16b-3
under Section 16 of the Exchange Act, a Stock Appreciation
Right granted in connection with an Award is exercisable only
at such time or times, and to the extent, that a related
Award is exercisable and a Stock Appreciation Right granted
in connection with an Incentive Stock Option is exercisable
only when the Fair Market Value of the stock subject to the
related Award exceeds the exercise price of the related Award.
4.4.3 Payment.
(i) Upon the exercise of a Stock Appreciation Right and, if
such Stock Appreciation Right is related to an Award
upon surrender of an exercisable portion of the
related Award, the Employee Participant shall be entitled
to receive payment of an amount determined by multiplying:
(a) the difference obtained by subtracting the purchase
price of a Share specified in the related Award or, if
such Stock Appreciation Right is unrelated to an Award,
the initial share value specified in the Award, from the
Fair Market Value, book value or other measure specified
in the Award of a Share on the exercise date of such Stock
Appreciation Right, by
(b) the number of Shares as to which such Stock
Appreciation Right has been exercised.
(ii) The Administrator, in its sole discretion, may require
settlement of the amount determined under paragraph (i)
above solely in cash, solely in Shares (valued at Fair
Market Value on the business day next preceding the
exercise date of the Stock Appreciation Right), or
partly in such Shares and partly in cash.
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4.4.4 Maximum Stock Appreciation Right Term. Each Stock
Appreciation Right and all rights or obligations thereunder
shall expire on a date determined by the Administrator, but not
later than 10 years after the Award Date, and shall be subject
to earlier termination as provided in the related Award
Agreement or Sections 4.8 or 6.3.
4.5 Performance Awards
One or more Performance Awards may be granted to any Eligible
Employee. The value of such Awards may be linked to the market
value, book value or other measure of the value of the Common Stock,
or other specific performance criteria determined appropriate by the
Administrator, and may be linked to a specified date or to a fixed
period, all as determined by the Administrator. The value may
alternatively be based upon the appreciation in the market value,
book value or other measure of the value of a specified number of
Shares over a fixed period determined by the Administrator. In
making such determinations, the Administrator shall consider (among
other factors deemed relevant to the specific award type) the
Employee Participant's contributions, responsibilities and other
compensation.
4.6 Stock Payment
The Administrator may approve Stock Payments to Eligible Employees
who elect to receive such payments in the manner determined by the
Administrator. The number of Shares shall be determined by the
Administrator and may be based upon the Fair Market Value, book
value or other measure of the value of such Shares on the Award Date
or on any date thereafter.
4.7 Time of Payment
The Administrator may approve the deferral of any payments that may
become due under the Program. Such deferrals shall be subject to
any conditions, restrictions or requirements the Administrator may
determine.
4.8 Termination of Awards
In connection with the grant of any Award, the Administrator may
provide in the Award Agreement for the termination of all or any
portion of an Award under certain circumstances, including, without
limitation, termination of an Employee Participant's employment as a
result of resignation, retirement, Disability or death, or for
cause, and may distinguish among various causes of termination as
the Administrator deems appropriate. In addition, the
Administrator may provide, through an Award Agreement or otherwise,
that if an Employee Participant's employment is terminated: (i)
such Employee Participant's Awards may be exercised for specified
periods thereafter within the Award Period; (ii) to the extent not
fully exercisable or otherwise vested on the termination date, such
Employee Participant's Awards may continue to become exercisable
within the Award Period; (iii) the portion of the Award available to
such Employee Participant, or his or her Beneficiary or Personal
Representative may be increased; or (iv) some or all of the Employee
Participant's
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Awards not fully exercisable or otherwise vested on the termination
date may be deemed fully exercisable or vested.
4.9 Loans
The Company may, with the Board of Directors' approval, extend one or more
loans to Employee Participants in connection with the exercise
or receipt of outstanding Awards granted under the Program.
Any such loan shall be subject to the following terms and
conditions:
(i) The loan principal shall not exceed the amount required to be
paid to the Corporation upon the exercise or receipt of one or
more Awards under the Program less the aggregate Par Value of
any Common Stock deliverable on such event, and the load
proceeds shall be paid directly to the Corporation in
consideration of such exercise or receipt;
(ii) The initial loan term shall be determined by the Board of
Directors and, shall not exceed 10 years;
(iii)The loan shall be with full recourse to the Employee
Participant, shall be evidenced by the Employee Participant's
promissory note and shall bear interest at a rate determined
by the Board of Directors but not less than the "prime rate"
as determined and publicly announced from time to time by the
Corporation's principal bank; and
(iv) If the Company terminates an Employee Participant's employment,
the unpaid principal balance of the note shall become due and
payable on the 10th business day after such termination;
provided, however, that if a sale of such Shares would cause
the Employee Participant to incur liability under Section 16(b)
of the Exchange Act, the unpaid balance shall become due and
payable on the 10th business day after the first day on which
a sale of such Shares could have been made without incurring
such liability assuming for these purposes that there are no
other transactions by the Employee Participant subsequent to
such termination. If an Employee Participant terminates
employment other than at the request of the Company, the
unpaid principal balance of the note shall become due and
payable six months after the date of such termination.
4.10 Escrow
Shares issued pursuant to an Award shall be held in escrow by the
Company until such time as the restrictions imposed upon Restricted
Stock, or upon exercise of Options, lapse in accordance with such
schedule and other conditions as are determined by the Administrator
and set forth in the related Award Agreement, or as otherwise
provided in Sections 6.2 or 6.3.
4.11 Restrictive Legends
Certificates for Shares delivered pursuant to Awards shall bear an appropriate
legend referring to the terms, conditions and restrictions described in the
Program and in the applicable Award Agreement, or as may be required to
evidence applicable securities law restrictions. Any attempt to dispose of any
such
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Shares in contravention of the terms, conditions and restrictions described in
the Program or in the applicable Restricted Stock Award Agreement shall be
ineffective. Any Shares or other property, including cash, received by a
Participant as a dividend or as a result of any stock split, combination,
exchange of shares, reorganization, merger, consolidation or similar event with
respect to Shares received pursuant to an Award shall have the same status and
bear the same legend and be held in escrow pursuant to Section 4.10 as the
Shares received pursuant to the Award unless otherwise determined by the
Administrator at the time of such event.
V. THE DIRECTOR PLAN
5.1 Participation
Awards under the Director Plan shall be granted to a Nonemployee
Director exclusively in accordance with the provisions set forth
below.
5.2 Option Grants
5.2.1 Immediate Grants. Upon the effective date of the Plan, there
shall be granted automatically (without any action by the
Administrator) a Nonqualified Stock Option to each incumbent
Nonemployee Director to purchase 2,500 Shares. The Award
Date of each such option shall be the effective date of
the Plan. If, as and when any person who is not then an
officer or employee of the Company becomes a Corporation
director, effective upon the date such person takes office as a
director, a Nonqualified Stock Option (the Award Date of which
shall be the date such person takes office) shall be granted
automatically (without any action by the Administrator) to such
person to purchase 2,500 Shares.
5.2.2 Annual Grants. On the earlier of April 30 or the date of the
Corporation's annual meeting of stockholders in each calendar
year during the Plan term, a Nonqualified Stock Option (the
Award Date of which shall be such date) shall be granted
automatically (without any action by the Administrator)
to each incumbent Nonemployee Director to purchase 500 Shares.
5.2.3 Limits. Notwithstanding the provisions of Section 5.2.2
above, a Nonemployee Director Participant shall not receive
more than one Nonqualified Stock Option under this Section
5.2 in any calendar year and the option to purchase Shares
shall depend on the extent to which the remaining number
of Shares available for the Program as specified in Article III
are sufficient; otherwise, the Option to purchase Shares will
be automatically reduced (if applicable on a pro rata basis).
In no event shall any person at any time hold options granted
under this Section 5.2 for more than 5,000 Shares.
5.3 Option Price
The purchase price per Share covered by each Option granted pursuant
to Section 5.2 shall be 100 percent of the Fair Market Value on the
Award Date. The purchase price of any Shares purchased shall be
paid in full at the time of each purchase, in cash.
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5.4 Option Period
Each Option granted under the Director Plan, and all rights or
obligations thereunder, expires on the 10th anniversary of the Award
Date and is subject to earlier termination as provided in Sections
5.6 and 5.7.
5.5 Vesting
Options granted under Section 5.2.1 shall become vested when the
holder thereof has served two full years as a Nonemployee Director,
including service prior to the adoption of the Program. Options
granted under Section 5.2.2 shall be vested and fully exercisable
upon the Award Date.
5.6 Termination of Directorship
If a Nonemployee Director Participant's services as a member of the
Board of Directors terminate by reason of death, Disability or
Normal Board Retirement, an Option granted pursuant to Section 5.2
held by such Nonemployee Director Participant is immediately
exercisable and shall remain so for one year after such termination
date or until the expiration of the stated term of such Option,
whichever period is shorter. If a Nonemployee Director
Participant's services as a member of the Board of Directors
terminate for any other reason, including resignation, any portion
of an Option granted pursuant to Section 5.2 held by such
Nonemployee Director Participant that is not then exercisable shall
terminate and any portion of such Option that is then exercisable
may be exercised for three months after such termination date or the
balance of such Option's term, whichever period is shorter.
5.7 Acceleration Upon an Event
Immediately before an Event occurrence, in order to protect the
holders of Options granted under the Director Plan, each Option
granted under Section 5.2 shall become exercisable in full.
VI. OTHER PROVISIONS
6.1 Rights of Eligible Employees, Participants and Beneficiaries
6.1.1 Employee Status. Eligible Employee status shall not be
construed as a commitment that any Award will be made
under the Program to an Eligible Employee or to Eligible
Employees generally. For purposes of the Program and any
Option or Award hereunder, termination of employment shall not
be deemed to occur upon the transfer of any optionee from the
employ of the Corporation to the employ of any Subsidiary or
affiliate, or vice versa. For purposes of this Program,
"affiliate" means (i) any entity 50% or more of the voting
interest in which is owned, directly or indirectly, by an
entity that owns, directly or indirectly, 50% or more of the
voting interest in the Corporation and (ii) any entity that
owns, directly or indirectly, 50% or more of the voting
interest in the Corporation.
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6.1.2. No Employment Contract. Nothing contained in the Program,
in the Award Agreements or in any other documents related to
the Program or to Awards shall: (i) confer upon any Eligible
Employee or any Employee Participant any right to continue in
the Company's employ; (ii) constitute any contract or
agreement of employment; (iii) interfere in any way with the
Company's right to reduce such person's compensation or to
terminate the employment of such Eligible Employee or Employee
Participant, with or without cause; or (iv) affect any other
contractual right of any Eligible Employee or Employee
Participant. Nothing contained in the Program (or in the
Award Agreements or in any other documents related to the
Program or to Awards) shall confer upon any Corporation
director any right to continue as a Corporation director.
6.1.3. Designation of Beneficiaries. Subject to the restrictions
of Section 16 of the Exchange Act, a Participant may designate
a Beneficiary or Beneficiaries to receive such Participant's
Common Stock hereunder in the event of such participant's
death, and may, at any time and from time to time, change any
such beneficiary designation. All beneficiary designations and
changes shall be in writing and shall be effective only if
and when delivered to the Committee during the lifetime of
the Participant.
6.1.4. No Transferability. Awards may be exercised , subject to
the restrictions of Section 16 of the Exchange Act, only by
the Participant. Amounts payable or Shares issuable pursuant
to an Award shall be paid only to or registered only in the
name of the Participant or, in the event of the Participant's
death, to the Participant's Beneficiary or, in the event of
the Participant's Disability, to the Participant's Personal
Representative or, if there is none, to the Participant. No
right or benefit under the Program or any Award, including,
without limitation, any unvested Option or share of Restricted
Stock, shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance or
charge, other than by will or the laws of descent and
distribution. Any such attempted action shall be void and no
such right or benefit shall be, in any manner, liable for or
subject to, debts, contracts, liabilities, engagements or
torts of any Eligible Employee, Participant or Beneficiary, in
any case except as may otherwise be expressly required by
applicable law. The Administrator shall disregard any attempt
at transfer, assignment or other alienation prohibited by the
Program and shall pay or deliver such cash or Shares in
accordance with the Program provisions. Notwithstanding the
foregoing, the Administrator may authorize exercise by or
transfers or payments to a third party; provided, however,
with respect to any option or similar right (including any
Stock Appreciation Right) such discretion may only be
exercised to the extent that applicable rules under Section 16
of the Exchange Act would so permit without disqualifying the
Program or persons subject to Section 16 of the Exchange Act
from certain benefits under the Program.
6.1.5. Program Not Funded. Awards payable under the Program shall
be paid in Shares or from the Corporation's general assets.
No Participant, Beneficiary or other person shall have any
right, title or interest in any fund or in any specific asset
(including Shares) of the Corporation by reason of any Award
granted.
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There shall be no funding of any benefits that may
become payable. Neither the provisions of the Program (or of
any related documents), the creation or adoption of the
Program nor any action taken pursuant to the Program shall
create, or be construed to create, a trust of any kind or a
fiduciary relationship between the Company and any
Participant, Beneficiary or other person. To the extent that
a Participant, Beneficiary or other person acquires a right to
receive a Award hereunder, such right shall be no greater than
the right of any unsecured general creditor of the
Corporation.
6.2 Adjustment Upon Capitalization and Corporate Changes
If the outstanding Shares are changed into or exchanged for cash or
a different number or kind of Corporation Shares or securities, or
if additional shares or new or different shares or securities are
distributed in respect of the outstanding Shares, through a
reorganization, merger or similar event in which the Corporation is
the surviving entity or through a combination, consolidation,
recapitalization, reclassification, stock split, stock dividend,
reverse stock split, stock consolidation or other capital change or
adjustment, an appropriate adjustment shall be made in the number
and kind of shares or other consideration that is subject to or may
be delivered under the Program and pursuant to outstanding Awards.
A corresponding adjustment to the consideration payable with respect
to Awards granted prior to any such change and to the price, if any,
to be paid in connection with Restricted Stock Awards shall also be
made as appropriate. Corresponding adjustments shall be made to
Stock Appreciation Rights related to Options based upon the
adjustments, if any, made to the related Options. In addition, the
Board of Directors may grant additional rights in the foregoing
circumstances as the Board of Directors deems to be in the best
interest of any Employee Participant and the Company in order to
preserve for the Participant the benefits of an Award.
6.3 Acceleration of Awards
6.3.1 Upon the Happening of Events. Upon the occurrence of an Event
of the type specified in Section 7.18 (i) and immediately before the
occurrence of an Event of the type specified in Section 7.18 (ii):
(i) each Option and Stock Appreciation Right under the Key Employee
Plan shall become exercisable in full; (ii) Restricted Stock
delivered under the Key Employee Plan shall immediately vest free of
restrictions; and (iii) each other Award outstanding under the Key
Employee Plan shall be fully vested or exercisable, unless, prior to
the Section 7.18 (ii) Event or upon or within 10 days after the
occurrence of a Section 7.18(i) Event, or within 10 days after
receiving actual notice of the 7.18(i) Event, the Board of Directors
determines that there shall be no such acceleration or vesting of an
Award or otherwise determines those Awards that shall be accelerated
or vested, and the extent to which they shall be accelerated or
vested, or that an Award shall terminate, or unless in connection
with such Event the Board of Directors then provides: (x) for the
assumption of the Award; (y) for the substitution for the Award of a
new award covering securities or obligations (or any combination
thereof) of a successor corporation, or a parent or subsidiary
thereof, with appropriate adjustments as to number and kind of shares
and prices; or (z) for the payment of the fair value of the then
outstanding Awards. In addition, the Board of Directors may grant
such additional rights in the foregoing circumstances as the Board of
Directors deems to be in the best interest of the Employee
Participant and the Company in order to preserve for the Employee
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Participant the benefits of an Award. For purposes of this Section
6.3 only, the Board of Directors shall mean the Board of Directors as
constituted immediately prior to the Event.
6.3.2 In Other Circumstances. In addition, the Board of Directors
may in its sole discretion accelerate the exercisability or vesting
of any or all Awards outstanding under the Key Employee Plan in
circumstances under which the Board of Directors determines such
acceleration appropriate.
6.4 Termination, Suspension and Amendment
6.4.1 In General. The Board of Directors may, at any time, suspend,
amend, modify or terminate the Program (or any part thereof) and may,
with an Employee Participant's consent (except where such consent is
not required under the Program or the applicable Award), authorize
modifications of the terms and conditions of such Participant's Award
as it deems advisable; provided that, except as permitted under
Section 6.2, no Program amendment or modification may be adopted
without approval by a majority of the Shares represented (in person
or by proxy) at a stockholders' meeting at which a quorum is present
and entitled to vote, if such amendment or modification would in the
judgment of the Board of Directors, require stockholder approval for
compliance with regulatory requirements.
No Awards under the Program may be granted or amended during any
Program suspension or after its termination. The amendment,
suspension or termination of the Program shall not, without the
Participant's consent, alter or impair any rights or obligations
pertaining to any Awards granted under the Program prior to such
amendment, suspension or termination.
6.4.2 No Limitation on Other Benefits. Neither adoption of the
Program nor the provisions hereof shall limit the Board of Directors'
authority to adopt other plans or to authorize other payments of
compensation and benefits under applicable law.
6.5 Privileges of Stock Ownership; Minimum Purchase; No Fractional Shares
A Participant shall not be entitled to stock ownership privileges as
to any Shares until certificates evidencing such Shares are actually
issued in the Participant's name. No Award or installment thereof
shall be exercisable except in respect of whole Shares, and
fractional Share interests shall be disregarded. No fewer than 100
Shares may be purchased at one time unless the number purchased is
the total number at the time available for purchase under the Option
or other Award.
6.6 Tax Withholding and Tax Bonuses
6.6.1 In General. The Company is entitled to require deduction
from other compensation payable to each Participant of any
sums required by federal, state or local tax law to be
withheld with respect to an Award. In the alternative (i) the
Company may require the Participant to advance such sums; or
(ii) if a Participant other than a Nonemployee Director
Participant elects, the Company may withhold (or require the
return of) Common Stock shares having a Fair Market Value equal
to the sums required to be withheld. If the Employee
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<PAGE> 43
Participant elects to advance such sums directly, written
notice of that election shall be delivered prior to such
exercise and, whether pursuant to such election or pursuant to
a requirement imposed by the Company, payment in cash or by
check of such sums for taxes shall be delivered within 10 days
after the exercise date. If the Employee Participant elects to
have the Company withhold Shares (or be entitled to the return
of Shares) having a Fair Market Value equal to the sums
required to be withheld, the value of the Shares to be withheld
(or returned) will be equal to the Fair Market Value on the
date that the amount of tax to be withheld is to be determined
(the "Tax Date"). Elections by eligible Participants to have
Shares withheld (or subject to return) for this purpose will be
subject to the following restrictions: (w) the election must
be made prior to the Tax Date; (x) the election must be
irrevocable; (y) the election will be subject to the Board of
Directors' disapproval; and (z) if the Participant is an
"officer" within the meaning of Section 16 of the Exchange Act,
the election shall be subject to such additional restrictions
as the Administrator may impose in an effort to secure the
benefits of any regulations thereunder.
6.6.2 Tax Payment a Condition of Award Payments. The Corporation
shall not be obligated to issue shares and/or distribute cash
to the Participant upon any Award exercise until such payment
has been received or Shares have been withheld, unless
withholding (or offset against a cash payment) as of or prior
to such exercise date is sufficient to cover all such sums
due or which may be due with respect to such exercise.
6.6.3 Bonuses. In addition, the Administrator may grant to any
Employee Participant a cash bonus in any amount required by
federal, state or local tax law to be withheld with respect
to an Award.
6.7 Compliance with Laws
The Program, the granting of Awards under the Program, the Award
Agreements and the delivery of Options, Shares and other Awards
(and/or the payment of money or Common Stock) pursuant thereto and
the extension of any loans are subject to additional requirements
the Administrator may impose: (i) to assure or facilitate
compliance with all applicable federal and state laws, rules and
regulations, the requirements of any stock exchange upon which such
shares or shares of the same class are then listed, and any blue sky
or other securities laws applicable to such shares; (ii) to secure
the benefits of applicable regulatory requirements (including,
without limitation, margin requirements, those rules promulgated
under Section 16 of the Exchange Act and those rules that facilitate
exemption from or compliance with the Act or the Exchange Act); or
(iii) to obtain such approvals from any regulatory or governmental
agency that may be necessary or advisable.
6.8 Governing Laws
The Program and all Awards granted under the Program and the
documents evidencing Awards shall be governed by, and construed in
accordance with, the laws of the State of Tennessee
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6.9 Effective Date of the Program
The Program shall become effective on December 12, 1990, subject to
approval of the Program (including Awards granted under Section
5.2.1) by the Corporation's stockholders at their next meeting or at
any adjournment thereof within 12 months following the date of
adoption of the Program by the Board of Directors. Any Award
granted prior to Program approval by the stockholders shall be
granted subject to such approval and may not be exercised or
realized, nor may Common Stock be irrevocably transferred to any
Participant, until and unless such approval has occurred and the
provisions of Section 6.7 have been satisfied.
6.10 Termination of the Program
Unless previously terminated by the Board of Directors, the Program
shall terminate at the close of business on December 11, 2000 and no
Awards (other than rights granted under Sections 6.2 and 6.3)
thereafter shall be granted under it, but such termination shall not
affect any Award theretofore granted under the Program or the
authority of the Administrator with respect to outstanding Awards.
VII. DEFINITIONS
7.1 Act
The Securities Act of 1933, as amended, and the rules and
regulations thereunder.
7.2 Administrator
The Board of Directors or, if and to the extent the Board of
Directors delegates any of its authority in accordance with Article
II hereof, the Committee.
7.3 Award
An Option (which may be designated as a Nonqualified Stock Option or
Incentive Stock Option), a Stock Appreciation Right, a Restricted
Stock Award, a Performance Award, or a Stock Payment, in each case
granted under the Program.
7.4 Award Agreement
A written agreement setting forth the Award terms.
7.5 Award Date
The date upon which the Administrator grants an Award or such later
date as is prescribed by the Administrator.
7.6 Award Period
The period beginning on an Award Date and ending on the expiration
date of such Award.
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<PAGE> 45
7.7 Beneficiary
The person, persons, trust or trusts entitled by will or the laws of
descent and distribution to receive the benefits specified under the
Program in the event of a Participant's death.
7.8 Board of Directors
The Corporation's Board of Directors.
7.9 Code
The Internal Revenue Code of 1986, as amended, and the rules and
regulations thereunder.
7.10 Committee
The Compensation Committee of the Board of Directors or any other
committee of the Board of Directors, which shall consist of no fewer
than three Disinterested members, to which the Board of Directors
delegates all or any of its authority in accordance with Article II
hereof.
7.11 Common Stock
The Common Stock of the Corporation.
7.12 Company
Collectively, the Corporation and its Subsidiaries.
7.13 Corporation
Plasti-Line, Inc. and its successors.
7.14 Disability
Any Participant's inability, as determined by the Administrator, in
its complete and sole discretion, to perform his or her substantial
and material job duties due to injury or sickness or such other
condition as the Administrator may include for purposes of the
Program.
7.15 Disinterested
Ineligible to participate in the Key Employee Plan, and any
additional qualification necessary to satisfy applicable regulator
requirements, including those promulgated under Section 16 of the
Exchange Act to realize benefits available under Rule 16b-3 or any
successor provisions.
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7.16 Eligible Employee
An officer or key full time or part time employee of the Company or
an Other Eligible Person.
7.17 Employee Participant
An Eligible Employee who has been granted an Award under the Key
Employee Plan.
7.18 Event
Any of the following:
(i) Any person or entity (or group of affiliated person or
entities) acquires in one or more transactions, after the
Program effective date, ownership of more than 50 percent of
the outstanding shares of stock of the Corporation entitled to
vote in the election of the directors of the Corporation; or
(ii) The dissolution or liquidation of the Corporation or a
reorganization, merger or consolidation of the Corporation
with one or more entities, as a result of which the Corporation
is not the surviving entity, or a sale of all or substantially
all the assets of the Corporation as an entirety to another
entity.
For the purposes of this provision, ownership does not include
ownership:
(i) by a person owning shares merely of record (such as a
securities exchange member, a nominee or a securities
depository system);
(ii) by a person as a bona fide pledgee of shares prior to a
default and determination to exercise powers as a share owner;
(iii) by a person who is not required to file statements on Schedule
13D by virtues of Rule 13d-1 (b) of the Securities and
Exchange Commission under the Exchange Act; or
(iv) by a person who owns or holds shares as an underwriter
acquired in connection with an underwritten offering pending,
and for purposes of, their resale of such shares.
7.19 Exchange Act
The Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder.
7.20 Fair Market Value
The closing bid price of the Common Stock on the National
Association of Securities Dealers Automated Quotations System
("NASDAQ") on which the Common Stock is listed as reported on the
composite tape and published in the Eastern Edition of The Wall
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Street Journal, or, if there is no trading of the Common Stock on
the relevant date, then the closing bid price of the Common Stock,
as so reported and published, on the next preceding date on which
there was trading of the Common Stock; provided, however, that the
Administrator may by resolution designate from time to time such
other exchange, market or source of data as it deems appropriate for
determining fair market value for Program purposes.
7.21 Incentive Stock Option
An incentive stock option within the meaning of Section 422A of the
Code.
7.22 Nonemployee Director
A member of the Corporation's Board of Directors who is not a
Company officer or employee.
7.23 Nonemployee Director Participant
A Nonemployee Director who has been granted an Award under the
Director Plan.
7.24 Nonqualified Stock Option
A stock option that does not qualify as an Incentive Stock Option.
7.25 Normal Board Retirement
Retirement from active service as a Board of Directors member.
7.26 Option
Either a Nonqualified Stock Option or an Incentive Stock Option.
7.27 Other Eligible Person
Any person (including but not limited to consultants and advisors),
who performs substantial services for the Company who is selected to
participate in the Program by the Board of Directors; provided, that
in no event shall a Nonemployee Director be selected as an Other
Eligible Person.
7.28 Par Value
The par value per share of the Common Stock, initially $.001.
7.29 Participant
Either an Employee Participant or a Nonemployee Director Participant.
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7.30 Performance Award
A cash bonus, stock bonus or other performance or incentive award
that is paid in cash, stock or a combination of both.
7.31 Personal Representative
The person or persons who, upon the Disability or incompetence of a
Participant, have acquired on behalf of the Participant by legal
proceeding or otherwise the right with applicable law to receive the
benefits specified in the Program.
7.32 Program
The Plasti-Line, Inc. 1991 Stock Incentive Plan, as it may be
amended from time to time.
7.33 Restricted Stock
Those Shares issued pursuant to a Restricted Stock Award that are
not free of the restrictions set forth in the related Award
Agreements.
7.34 Restricted Stock Award
An Award of a fixed number of Shares subject to payment of such
consideration, if any, and such forfeiture provisions, as are sent
forth in the Award Agreement.
7.35 Stock Appreciation Right
A right to receive a number of Shares or a cash amount, or a
combination of Shares and cash, based upon the Fair Market Value,
book value or other measure determined by the Administrator of the
Common Stock value as provided in Section 4.4.
7.36 Stock Payment
A payment in the form of Shares, or an option or other right to
purchase Shares, as part of a deferred compensation arrangement,
made in lieu of all or any portion of the compensation, including,
without limitation, salary, bonuses and commissions, that would
otherwise become payable in cash to an Eligible Employee.
7.37 Subsidiary
Any corporation or other entity, a majority or more of the
outstanding voting stock or voting power of which is beneficially
owned directly or indirectly by the Corporation.
7.38 Tax Date
The date on which taxes of any kind are required by law to be
withheld with respect to Shares subject to an Option or Award.
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VIII.ADDITIONAL LIMITATIONS
8.1 Limitations Applicable to Section 16 Person
Notwithstanding any other provision of the Program, any Award
granted to an Eligible Employee who is then subject to Section 16 of
the Exchange Act is subject to the following additional limitations:
(1) The Award may provide for the issuance of Shares as a stock
bonus for no consideration other than services rendered
or to be rendered; and
(2) If an Award under which Shares are or in the future may be
issued for any other type of consideration, the amount
of such consideration either: (i) shall be equal to the
minimum amount (such as the par value of such shares) required
to be received by the Corporation to comply with applicable
state law; or (ii) shall be equal to or greater than 50% of
the Fair Market Value on the Award Date; provided, however,
that in the case of Restricted Stock Awards that the purchase
price shall equal the minimum amount described in clause (i)
above (but not more than 10 percent of the market value of the
stock subject to the Award on the Award Date) and any right to
purchase such Restricted Stock must be exercised within 60 days
of the Award Date.
8.2 Release of Restrictions
The foregoing limitations in this Article VIII on Awards granted to
such Eligible Employees shall be suspended if, to the extent and for
so long as the
Securities and Exchange Commission by regulation or official staff
interpretation or a no-action letter issued to the Company
establishes, or securities counsel selected by the Board of
Directors opines, that such limitation is not necessary: (i) to
secure the benefits otherwise available with respect to a "plan"
under Rules promulgated under Section 16 of the Exchange Act; or
(ii) in the case of an Award of Restricted Stock, to a
determination that acquisition of restricted stock is not a
purchase at the time of acquisition or grant.
8.3 Key Employee Plan Designation
Notwithstanding the embodiment in a single document for convenience
of reference and to standardize certain provisions applicable to
all types of Awards authorized, the Key Employee Plan and the
Director Plan may constitute separate plans and the different
classes of Awards of Eligible Persons under the Key Employee Plan
may be deemed to be separate "plans" for purposes of Rule 16B-3
under Section 16 of the Exchange Act and any applicable state
securities laws. For example, the Key Employee Plan as it applies
to consultants, advisors and other nonemployees may be deemed to be
a separate plan if necessary to establish an exemption for either
such separate plan or the Key Employee Plan as it relates to
employees.
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APPENDIX B
PLASTI-LINE, INC.
P.O. BOX 59043 KNOXVILLE, TENNESSEE 37950-9043
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The
undersigned hereby appoints James R. Martin and Mark J. Deuschle, and each of
them, as Proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote as designated below, all the shares of
common stock of Plasti-Line, Inc. (the "Company") held of record by the
undersigned on March 10, 1997, at the Annual Meeting of Stockholders to be held
on April 8, 1997 or any adjournment thereof. The undersigned hereby revokes all
proxies heretofore given.
<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS: [ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY
(except as indicated to the contrary
below
</TABLE>
H. L. Clark, Jr., J. G. Hanes, III, J. A. Haslam, III, D. F. Johnstone,
J. R. Martin, J. H. Rymer, J. F. Smith, Jr., H. M. Watson, Jr.
To withhold authority for any individual nominee, write that nominee's name
on the following line. __________________________.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO VOTE IS SPECIFIED, THIS PROXY WILL
BE VOTED FOR THE LISTED NOMINEES FOR DIRECTOR.
2. ADOPTION AND APPROVAL OF THE 1991 PROGRAM AMENDMENT.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO VOTE IS SPECIFIED, THIS PROXY WILL
BE VOTED FOR THE ADOPTION AND APPROVAL OF THE 1991 PROGRAM AMENDMENT.
3. In their discretion, the proxy holders are authorized to vote upon such
other business as may properly come before the meeting.
PLASTI-LINE, INC.
Please sign and return promptly
Dated:__________________, 1997
______________________________
______________________________
Signature(s) of Stockholder
Please date and sign exactly
as your name appears hereon.
When signing as executor,
administrator, trustee,
guardian, attorney, etc., full
title should be shown. If a
corporation, please sign in
full corporate name by an
authorized officer. If a
partnership, please sign in
partnership name by an
authorized person. If shares
are registered in more than
one name, all registered
owners should sign.
THIS PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED AT THE MEETING
