SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934
(Amendment No. )
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Paragraph 240.14a-11(c) or
Paragraph 240.14a-12
AMERICAN WOODMARK CORPORATION.
(Name of Registrant as Specified In Its Charter)
AMERICAN WOODMARK CORPORATION
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
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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.):
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[ ] 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.
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[DESCRIPTION] American Woodmark Corporation logo is shown here.
3102 Shawnee Drive
Winchester, Virginia 22601
Notice of Annual Meeting of Shareholders
TO THE SHAREHOLDERS OF
AMERICAN WOODMARK CORPORATION:
The Annual Meeting of Shareholders ("Annual Meeting") of
American Woodmark Corporation (the "Company") will be held at
Piper's at Creekside, Route 11 South, Winchester, Virginia, on
Tuesday, August 24, 1999 at 9:00 a.m., Eastern Daylight Time,
for the following purposes:
1. To elect nine directors to serve for the ensuing year;
2. To ratify the selection by the Board of Directors of
Ernst & Young LLP as independent certified public accountants
of the Company for the fiscal year ending April 30, 2000;
3. To consider and vote upon the First Amendment to the
Company's Shareholder Value Plan for Employees;
4. To consider and vote upon the Company's 1999 Stock Option
Plan for Employees; and
5. To transact such other business as may properly come
before the Annual Meeting or any adjournments thereof.
Only shareholders of record of shares of the Company's
Common Stock at the close of business on June 28, 1999 will be
entitled to vote at the Annual Meeting or any adjournments
thereof.
Regardless of whether or not you plan to attend the
Annual Meeting, please complete the enclosed proxy, including
signature and date, and promptly return in the enclosed
envelope. If for any reason you desire to revoke your proxy,
you may do so at anytime before it is voted.
All shareholders are cordially invited to attend the
Annual Meeting.
By Order of the Board of Directors
KENT B. GUICHARD
Secretary
July 19, 1999
<PAGE>
AMERICAN WOODMARK CORPORATION
3102 Shawnee Drive
Winchester, Virginia 22601
Proxy Statement
Voting Rights, Procedures and Solicitation
This Proxy Statement, mailed to shareholders on or about
July 19, 1999, is furnished in connection with the solicitation
by American Woodmark Corporation (the "Company") of proxies in
the accompanying form for use at the Annual Meeting of
Shareholders to be held on August 24, 1999, and at any
adjournments thereof. A copy of the annual report of the
Company for the fiscal year ended April 30, 1999 is being
mailed to you with this Proxy Statement.
In addition to the solicitation of proxies by mail, the
Company's officers and other employees, without compensation,
may solicit proxies by telephone, telegraph and personal
interview. The Company will bear the cost of all solicitation.
On June 28, 1999, the record date for determining the
shareholders entitled to vote at the Annual Meeting, there were
7,923,166 shares of Common Stock of the Company outstanding and
entitled to vote. Each such share of Common Stock entitles the
holder thereof to one vote.
Any shareholder that provides a proxy may revoke such
proxy at any time before it is voted. Proxies may be revoked
by filing with the Secretary of the Company written notice of
revocation which bears a later date than the date of the proxy,
by duly executing and filing with the Secretary of the Company
a later dated proxy relating to the same shares or, by
attending the Annual Meeting and voting in person.
Votes will be tabulated by one or more Representatives of
Election. A proxy, if executed and not revoked, will be voted
for the election of the nominees for director named herein,
for the ratification of Ernst & Young LLP as independent
certified public accountants of the Company for fiscal year
2000, for approval of the First Amendment to the Shareholder
Value Plan for Employees and for approval of the 1999 Stock
Option Plan for Employees, unless such proxy contains specific
instructions to the contrary, in which event it will be voted
in accordance with such instructions. Abstentions will be
considered as votes represented at the Annual Meeting for
quorum purposes, but a vote to abstain will not be counted as
a vote for or against any of the proposals. Shares held of
record by a broker or its nominee (broker non-votes) that are
not voted on any matter at the meeting will not be included in
determining whether a quorum is present at the meeting. The
directors shall be elected by a plurality of the votes cast by
the holders of Common Stock entitled to vote at the Annual
Meeting, if a quorum is present.
ITEM 1 - ELECTION OF DIRECTORS
A Board of nine directors of the Company is to be elected
at the Annual Meeting to serve as directors until the next
Annual Meeting of Shareholders and until their successors have
been elected. Other than Mr. Prillaman and Mr. Hussey, each of
the nominees listed below is presently a director of the
Company and was elected by shareholders at the last Annual
Meeting for a term expiring at the 1999 Annual Meeting. Other
nominations may be made from the floor at the Annual Meeting.
1
<PAGE>
Although the Company anticipates that all of the nominees
named below will be able to serve, if at the time of the Annual
Meeting any nominees are unable or unwilling to serve, shares
represented by properly executed proxies will be voted at the
discretion of the persons named therein for such other person
or persons as the Board of Directors may designate.
On June 17, 1999 the Board of Directors amended the Bylaws
of the Company to provide for a Board of Directors of nine
persons. Previously, the Bylaws allowed for only eight
persons. The Company has had seven directors since November
1997. The Board of Directors is recommending the nomination of
two additional directors at this time. Therefore, no vacancies
will exist. Proxies may not be voted for a greater number of
persons than the number of nominees named.
NOMINEES
Principal Occupation(s)
During Director
the Last Five Years and of
Directorship(s) in Public Company
Name Age Companies Since
- ------------------- --- ------------------------------ -----
William F. Brandt, 53 Company Chairman and 1980
Jr. Executive Officer from 1996
to present; Company Chairman
and Chief Executive Officer
from 1995 to 1996; Company
Chairman and President from
1980 to 1995
Daniel T. Carroll 73 Chairman from 1995 to present 1986
and Chairman and President
from 1982 to 1995 of the
Carroll Group, Inc. (a
management consulting firm);
Director, Aon Corporation,
A.M. Castle & Co., Comshare,
Inc., Wolverine World Wide,
Inc., Woodhead Industries,
Inc. and Oshkosh Truck Corp.
C. Anthony 65 Vice Chairman from 1997 to 1987
Wainwright present of McKinney & Silver
(an advertising agency);
Chairman from 1995 to 1997 of
Harris, Drury, Cohen, Inc.
(an advertising agency);
Chairman in 1994 of
Compton/Saatchi & Saatchi,
Inc. (an advertising agency);
Director, Gibson Greeting
Inc., Del Webb Corp.,
Marketing Services Group,
Advanced Polymer Systems, and
Caribiner International
James J. Gosa 52 Company President and Chief 1995
Executive Officer from 1996
to present; Company President
and Chief Operating Officer
from 1995 to 1996; Company
Executive Vice President from
1993 to 1995
Martha M. Dally 48 Executive Vice President, 1995
Personal Products from 1994
to present of Sara Lee
Corporation (a manufacturer
and marketer of consumer
products)
2
<PAGE>
Principal Occupation(s)
During Director
the Last Five Years and of
Directorship(s) in Public Company
Name Age Companies Since
- ------------------- --- ------------------------------ -----
Fred S. Grunewald 48 Chairman, President and Chief 1997
Executive Officer from 1998
to present of Reliant
Building Products Inc.(a
manufacturer and distributor
of vinyl and aluminum
windows); President and Chief
Operating Officer from 1996
to 1998 of Overhead Door
Corporation (a manufacturing
company); President and
General Manager, Home
Products from 1994 to 1995 of
Rubbermaid, Inc.; Director
Work Access Systems and Home
Fragerance Holdings
Kent B. Guichard 43 Company Senior Vice President 1997
and Chief Financial Officer
from 1999 to present; Company
Vice President and Chief
Financial Officer from 1993
to 1999; Corporate Secretary
from 1997 to present
Albert L. Prillaman 53 Chairman, Chief Executive *
Officer and President of
Stanley Furniture Company,
Inc. (a manufacturing
company) from 1988 to
present; Director BB&T
Kent J. Hussey 52 President and Chief Operating *
Officer from 1998 to present,
and Executive Vice President
and Chief Financial Officer
from 1996 to 1998 of Rayovac
Corporation (a manufacturing
company); Vice President,
Finance and Chief Financial
Officer of The Regina Company
(a manufacturing company)
from 1991 to 1996
(*) Mr. Prillaman and Mr. Hussey have not previously
served on the Board of Directors of the Company.
PRINCIPAL SHAREHOLDERS OF THE COMPANY
The following table sets forth information regarding
shares of Common Stock beneficially owned as of June 28, 1999
by (i) each person who is known by the Company to
beneficially own more than five percent of the outstanding
shares of Common Stock, (ii) each director of the Company,
(iii) each named executive officer (as identified in the
Compensation of Executive Officers section of this proxy
statement under the heading "Summary Compensation Table"),
and (iv) the directors and director nominees and executive
officers as a group. Unless otherwise noted, and to the best
knowledge of the Company, each individual has sole voting
power and sole investment power with respect to the number of
shares set forth opposite his or her name. The addresses of
each person listed below who owns more than five percent of
the outstanding shares
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<PAGE>
of Common Stock are: Mr. William F. Brandt, Jr., 3102 Shawnee
Drive, Winchester, Virginia 22601 and Ms. Mary Jo Stout, PO
Box 206, Cross Junction, Virginia 22625.
Number of Aggregate
Shares Percent
Beneficially of
Name Owned Class
- ---------------------------- ------------- ----------
William F. Brandt, Jr. (1) 2,211,912 27.9%
Mary Jo Stout (2) 854,636 10.8
David L. Blount (3) 169,667 2.1
James J. Gosa (4) 108,218 1.4
Kent B. Guichard (5) 34,886 *
Philip S. Walter (6) 16,523 *
Daniel T. Carroll (7) 11,700 *
Martha M. Dally (8) 3,000 *
Fred S. Grunewald (9) 1,300 *
C. Anthony Wainwright(10) 999 *
Albert L. Prillaman - *
Kent J. Hussey - *
All directors and executive officers as
a group (twelve persons) (11) 2,578,223 32.5
- ---------------
*Indicates less than 1%.
(1) Includes 193,600 shares held by Mr. Brandt as trustee for
the benefit of his children, 24,994 shares by the Brandt
Family Foundation to which Mr. Brandt has shared voting
power and dispositive power, and stock options exercisable
on June 28, 1999 or within 60 days thereafter by Mr. Brandt
for 54,000 shares. Excludes 61,952 shares held by Mr.
Brandt's wife as trustee for the benefit of their children.
(2) Includes 20,000 shares held by Ms. Stout as trustee for
the benefit of her children, 120,032 shares held by her
brother as trustee for the benefit of Ms. Stout, and 8,725
shares by the Holcomb Family Foundation.
(3) Includes 6,923 shares held by the Windcrest Foundation,
Inc. and stock options exercisable on June 28, 1999 or
within 60 days thereafter by Mr. Blount for 47,333 shares.
(4) Includes stock options exercisable on June 28, 1999 or
within 60 days thereafter by Mr. Gosa for 85,000 shares.
(5) Includes stock options exercisable on June 28, 1999 or
within 60 days thereafter by Mr. Guichard for 25,666
shares.
(6) Includes stock options exercisable on June 28, 1999 or
within 60 days thereafter by Mr. Walter for 16,500 shares.
(7) Includes stock options exercisable on June 28, 1999 or
within 60 days thereafter by Mr. Carroll for 3,000 shares.
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<PAGE>
(8) Includes stock options exercisable on June 28, 1999 or
within 60 days thereafter by Ms. Dally for 1,333 shares.
(9) Includes stock options exercisable on June 28, 1999 or
within 60 days thereafter by Mr. Grunewald for 1,000
shares.
(10) Includes stock options exercisable on June 28, 1999 or
within 60 days thereafter by Mr. Wainwright for 999
shares.
(11) Includes stock options exercisable on June 28, 1999 or
within 60 days thereafter for the aggregate of all
directors and executive officers as a group.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934
requires the Company's directors and officers, and persons
who beneficially own more than ten percent of a registered
class of the Company's equity securities (including Common
Stock), to file with the Securities and Exchange Commission
("SEC") initial reports of ownership and reports of changes
in ownership of Common Stock and other equity securities of
the Company. Officers, directors, and greater than ten
percent beneficial owners are required by SEC rules to
furnish the Company with copies of all Section 16(a) reports
that they file with the SEC.
There were no known failures of any officer, director or
greater than ten percent shareholder to file in a timely
manner the required reports. In making this statement, the
Company has relied on the reports that such persons have
filed with the SEC and on their written representations.
CERTAIN INFORMATION CONCERNING THE
BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors held seven regular meetings during
the fiscal year ended April 30, 1999. All of the Board
members that were directors during fiscal year 1999 attended
at least 75% of the total number of Board meetings and
meetings of the committees held during periods during which
they were members of the Board or such committees.
Board and Committee Meetings
The Board of Directors has a Compensation Committee, an
Audit Committee and a Governance Committee. The Compensation
Committee is composed of Ms. Dally, Mr. Wainwright and Mr.
Grunewald. Ms. Dally serves as Chairperson of the
Compensation Committee. The Compensation Committee determines
awards under and administers the Company's 1996 Stock Option
Plan for Employees and the Company's Shareholder Value Plan
for Employees. The Committee also reviews the compensation of
executive officers of the Company. The Compensation Committee
met five times during fiscal year 1999.
The Audit Committee is composed of Mr. Carroll, Mr.
Wainwright and Mr. Grunewald. Mr. Carroll serves as the
Chairperson of the Audit Committee. The Audit Committee
reviews and reports to the Board with respect to various
auditing and accounting matters, including the selection and
fees of the Company's
5
<PAGE>
independent auditors, the scope of both internal and
independent audit procedures, the nature of services to be
performed by the independent auditors and the Company's
accounting practices. The Audit Committee met three times
during fiscal year 1999.
The Governance Committee is composed of Mr. Brandt, Mr.
Gosa and Mr. Carroll. Mr. Brandt serves as Chairperson of the
Governance Committee. The Governance Committee is responsible
for the recruitment and nomination of new directors, appoints
committees and chairs, reviews the performance of each
director a minimum of once every three years, reviews the
performance of the Board and explores ways to improve the
effectiveness of the Board. The Governance Committee met
three times during fiscal year 1999. The Governance Committee
accepts nominations for new directors from shareholders.
Shareholders may recommend nominations from the floor at the
Annual Shareholders meeting.
Compensation of the Board
Non-employee directors receive an annual retainer of
$15,000, a $1,000 fee for attendance at each Board meeting and
a $500 fee for attendance at each committee meeting. Directors
who are also employees of the Company do not receive any
compensation for their membership on the Board. The Company
bears the cost of all travel expenses associated with each
director's performance of his or her responsibilities.
Each non-employee director automatically receives upon
his or her initial election to the Board an option to acquire
1,000 shares of Common Stock under the Company's 1995 Non-
Employee Directors Stock Option Plan (the "1995 Directors
Plan"). Each year thereafter, eligible directors are
automatically granted an option to acquire an additional 1,000
shares of Common Stock. The exercise price for each option
granted under the 1995 Directors Plan is 100% of the fair
market value of Common Stock on the date of the grant.
Options granted under the 1995 Directors Plan have a term of
four years and are exercisable as to one-third of the shares
on the first anniversary of the date of grant and as to an
additional one-third on each succeeding anniversary of the
date of grant. During the last fiscal year, Messrs. Carroll,
Wainwright and Grunewald and Ms. Dally were each granted
options to purchase 1,000 shares at an exercise price of
$29.844 per share. No options will be granted under the 1995
Directors Plan after August 31, 1999.
Each non-employee director is also eligible to
participate in the Company's Shareholder Value Plan for Non-
Employee Directors. The plan authorizes the Compensation
Committee to grant "award units" to non-employee directors.
Each of the units awarded under the plan permits its holder to
receive a cash payment if the Company's total shareholder
return for a three-year performance period, when expressed as
a percentage and compared with the total shareholder return
for a comparable index of peer companies such as the S&P Home
Furnishing and Appliance Index (the "Index") for that period,
falls within a ranking scale between the 50th percentile and
the 90th percentile of the companies in the Index. Total
shareholder return is defined as the increase in the average
trading price of a share of Common Stock during the month in
which the three-year performance period ends, divided by the
average trading price of a share of Common Stock during the
month preceding the first day of the three-year performance
period, plus the value of dividends or other distributions
with respect to a share of Common Stock during the performance
period, and expressed as an annualized rate of return for the
performance period.
The Compensation Committee granted three award units to
Messrs. Carroll, Wainright and Grunewald and Ms. Dally for a
performance period beginning on September 1, 1998 and ending
on August 31, 2001. The Compensation Committee assigned a
value of $500 for each award unit if the Company's total
shareholder return is at the 50th percentile ranking, a value
6
<PAGE>
of $3,000 if total shareholder return is at or greater than
the 90th percentile ranking and intermediate values for
rankings between the 50th and 90th percentiles. Therefore, if
the Company's total shareholder return for the performance
period described above equals the 50th percentile of total
shareholder return for the Index, the non-employee director
will receive a payment of $1,500 (3 X $500) for the three-year
performance period. If the Company's percentile ranking is
91, the participant will receive a payment of $9,000 (3 X
$3,000). If the Company's percentile ranking is less than 50,
no amount will be paid to the non-employee director.
Before any payment may be made, the Compensation
Committee must certify that the performance goal has been
achieved and any other requirements of the plan have been
satisfied. No payment will be made until the Compensation
Committee makes the certification.
Award unit payments will be made as soon as
administratively practicable following the last day of the
performance period. No payment will be made to a non-employee
director if he or she ceases to be a director before the last
day of the performance period for any reason other than death,
disability or a change of control or liquidation of the
Company. If the non-employee director ceases to be a director
because of the occurrence of one of the preceding events, the
non-employee director will receive a prorated payment.
7
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
<TABLE>
Summary Compensation Table
The following table sets forth the compensation for the
Company's named executive officers for the Company's last
three completed fiscal years. The named executive officers
consist of the Chief Executive Officer, the Chairman (who was
Chief Executive Officer prior to fiscal year 1998 and who
continues to serve as an executive officer of the Company),
and the three other most highly compensated executive officers
of the Company as of April 30, 1999.
<CAPTION>
Annual Compensation Long-Term Compensation
----------------------------------- ----------------------
Awards Payouts
---------- -------
Other Securties
Name & Fiscal Annual Underlying LTIP All Other
Principal Position Year Salary Bonus Compensation(1) Options (#) Payouts Compensation
- ------------------------- ---- -------- -------- ---------- ------ -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
James J. Gosa 1999 $365,975 $379,500 $29,920 21,000 $135,000 (2) $49,616 (3)
President & Chief 1998 288,269 299,189 - 42,000 - 5,161
Executive Officer 1997 238,504 280,540 3,46 35,000 - 3,951
William F. Brandt, Jr. 1999 200,000 220,000 - 12,000 - 2,990 (4)
Chairman and 1998 208,654 202,840 3,812 25,000 - 4,104
Executive Officer 1997 238,154 242,775 - 45,000 - 4,513
Kent B. Guichard 1999 194,000 198,000 29,920 10,000 72,000 (2) 18,051 (5)
Sr. Vice President, 1998 175,000 170,274 6,100 20,000 - 2,834
Finance & Chief 1997 155,205 157,920 - 20,000 - 2,513
Financial Officer
David L. Blount 1999 189,881 193,250 18,934 10,000 78,000 (2) 29,419 (6)
Sr. Vice President, 1998 180,319 167,789 516 21,000 - 3,161
Manufacturing 1997 169,821 169,764 - 21,000 - 2,947
Philip S. Walter 1999 172,287 175,525 18,000 20,000 - 3,087 (8)
Vice President & General 1998 121,212 171,866 (7) - 20,000 - 42,371
Manager, New Business 1997 - - - - - -
Development
</TABLE>
(1) The amounts disclosed for the 1999 fiscal year represent
the value of individual financial consulting services
provided to Messrs. Gosa, Guichard, Blount and Walter and
tax reimbursements for such services ($18,000, $18,000,
$18,000 and $18,000 respectively); and Company-paid spousal
travel expenses for Messrs. Gosa, Guichard, and Blount
($2,920, $2,920, and $934, respectively). The amounts
disclosed for prior fiscal years represent Company-paid
spousal travel expenses.
(2) Amount paid in connection with award units granted to the
executive in 1996 under the Shareholder Value Plan for
Employees.
(3) Consists of Company contributions to the Investment
Savings Stock Ownership Plan of $5,159; and Company
contributions credited under the Pension Restoration Plan of
$44,457.
(4) Consists of Company contributions to the Investment
Savings Stock Ownership Plan of $2,990.
8
<PAGE>
(5) Consists of Company contributions to the Investment
Savings Stock Ownership Plan of $3,232; and Company
contributions credited under the Pension Restoration Plan of
$14,819.
(6) Consists of Company contributions to the Investment
Savings Stock Ownership Plan of $2,775; and Company
contributions credited under the Pension Restoration Plan of
$26,644.
(7) Includes a $20,000 signing bonus received by Mr. Walter
during fiscal year 1998.
(8) Consists of Company contributions to the Investment
Savings Stock Ownership Plan of $850; and $2,237 of imputed
interest savings in 1999 with respect to an interest free
loan that he received in 1998 for relocation expenses.
<TABLE>
Option Grants in Last Fiscal Year
The following table sets forth information concerning
options granted to the Company's named executive officers
under the 1996 Stock Option Plan during the fiscal year that
ended on April 30, 1999.
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation
Individual Grants (1) For Option Term(2)
---------------------------------------- ----------------------
Number of Percent of Total
Securities Options Granted
Underlying to Employees Exercise
Options in Fiscal Year or Base Expiration
Name Granted (#) % Price ($/Share) Date 5% ($) 10% ($)
- -------------------- ----------- -------------- --------------- --------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
James J. Gosa 21,000 15.8% $29.56 5/20/2008 $390,390 $ 989,520
William F. Brandt, Jr. 12,000 9.0 29.56 5/20/2008 223,080 565,440
Kent B. Guichard 10,000 7.5 29.56 5/20/2008 185,900 471,200
David L. Blount 10,000 7.5 29.56 5/20/2008 185,900 471,200
Philip S. Walter 20,000 15.0 29.56 5/20/2008 371,800 942,000
</TABLE>
___________
(1) The exercise price of each option is 100% of the fair
market value of the Common Stock on the date of the option
grant. Options are exercisable at a rate of 33% per year
beginning on the first anniversary of the date on which the
options were granted. The options must be exercised within
ten years from the date of grant, at which time the options
expire. If the employee's employment is terminated for any
reason other than death or disability, the employee has three
months to exercise that portion of the option that was
exercisable as of the date his or her termination of
employment.
(2) Potential realizable value is calculated using a Black-
Scholes model with an expected volatility of 0.479, expected
dividend yield of 0.80%, expected life in years of 5.5, and an
assumed risk-free rate of return of 5.5%.
9
<PAGE>
<TABLE>
Aggregated Option Exercises in Last Fiscal Year and
Fiscal Year-End Option Values
The following table summarizes stock options exercised
during the fiscal year ended April 30, 1999 and presents the
values of unexercised options held by the Company's named
executive officers at the end of that fiscal year.
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options Options
Shares At FY-End (#) At FY-End ($)
Acquired Value Exercisable / Exercisable /
Name On Exercise(#) Realized($) Unexercisable Unexercisable
- --------------- -------------- ----------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
James J. Gosa - $ - 52,333 / $1,596,590 /
60,667 1,193,358
William F. - - 38,333 / 989,158 /
Brandt, Jr. 43,667 877,611
Kent B. 9,000 181,105 9,000 / 225,296 /
Guichard 30,000 596,877
David L. - - 30,000 / 909,566 /
Blount 31,000 622,252
Philip S. 3,500 49,987 3,167 / 76,200 /
Walter 33,333 499,580
</TABLE>
Long-Term Incentive Plan - Awards in Last Fiscal Year
<TABLE>
The following table sets forth information concerning
long-term incentives granted to the Company's named executive
officers under the Shareholder Value Plan for Employees (the
"Shareholder Value Plan") during the fiscal year ended April
30, 1999.
<CAPTION>
Number of
Shareholder
Value plan Performance or Estimated Future Payouts Under
(SVP) Units Other Period Until Non-Stock Price-Based Plans
Awarded in Maturation -------------------------------
Name Fiscal Year or Payout Threshold Target Maximum
- -------------- ----------- ----------------- --------- -------- --------
<S> <C> <C> <C> <C> <C>
James J. Gosa 59 5/1/98 to 4/30/2001 $25,000 $111,050 $177,000
William F. Brandt, Jr. 33 5/1/98 to 4/30/2001 16,500 64,350 99,000
Kent B. Guichard 28 5/1/98 to 4/30/2001 14,000 54,600 84,000
David L. Blount 27 5/1/98 to 4/30/2001 13,500 52,650 81,000
Philip S. Walter 25 5/1/98 to 4/30/2001 12,500 48,750 75,000
</TABLE>
10
<PAGE>
Each of the units awarded under the Shareholder Value
Plan permits its holder to receive a cash payment if the
Company's total shareholder return for the three-year
performance period beginning on May 1, 1998 and ending on
April 30, 2001, when expressed as a percentage and compared
with the total shareholder return for a comparable index of
peer companies such as the S&P Home Furnishing and Appliance
Index (the "Index") for that period, falls within a ranking
scale between the 50th percentile and the 90th percentile of
the companies in the Index. Total shareholder return is
defined as the increase in the average trading price of a
share of Common Stock during the month in which ends the three-
year performance period, divided by the average trading price
of a share of Common Stock during the month preceding the
first day of the three-year performance period, plus the value
of dividends or other distributions with respect to a share of
Common Stock during the performance period, and expressed as
an annualized rate of return for the performance period.
The Compensation Committee has assigned a value of $500
for each award unit if the Company's total shareholder return
is at the 50th percentile ranking, a value of $3,000 if total
shareholder return is at or greater than the 90th percentile
ranking and intermediate values for rankings between the 50th
and 90th percentiles. Therefore, if a participant has 50
award units and the Company's total shareholder return equals
the 50th percentile of total shareholder return for the Index,
the participant will receive incentive compensation of $25,000
(50 X $500) for the three-year performance period. If the
Company's percentile ranking is 91, the participant will
receive incentive compensation of $150,000 (50 X $3,000). If
the Company's percentile ranking is less than 50, no incentive
compensation will be paid to the participant.
Before any payment may be made, the Compensation
Committee must certify that the performance goal has been
achieved and any other requirements of the plan have been
satisfied. No payment will be made until the Compensation
Committee makes that certification. The maximum aggregate
amount that a participant in the Shareholder Value Plan may be
paid with respect to the award units listed in the table above
is $750,000.
Award unit payments will be made as soon as
administratively practicable following the last day of the
performance period. No payments will be made to a participant
if the participant's employment terminates before the last day
of the performance period for any reason other than death,
disability, retirement or the sale or other disposition of the
business unit in which the participant is employed. If
termination of employment occurs because of the occurrence of
one of the preceding events, the participant will receive a
prorated payment.
Pension Plan
The Company maintains a non-contributory defined benefit
pension plan. The plan covers substantially all employees who
are compensated on the basis of a salary and/or a commission,
and who meet certain age and service requirements. Funding is
determined on an actuarial basis. Benefits are based on a
percentage of a participant's average compensation, including
bonuses, for the five calendar years in the ten calendar years
prior to the participant's retirement that produce the highest
average compensation, and the participant's years of credited
service. The plan is a continuation of a pension plan that
was in effect for former employees of Boise Cascade
Corporation. If an employee was a participant in the Boise
Cascade plan, his or her benefit under the Company's plan
cannot be less than the benefit he or she would have received
under the Boise Cascade plan. The employee's benefit will be
based upon his or her credited service under both the Boise
Cascade plan and the Company's plan. If an employee has seven
or more years of credited service under the Boise Cascade
plan, part of his or her benefit will be provided by the Boise
Cascade plan. The Company's plan will provide the rest of the
total benefit.
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The following table illustrates the estimated annual
benefits that would be paid on a straight life annuity basis
to a participant in the plan who retired at the plan's normal
retirement date (age 65) for various levels of compensation
and years of credited service.
Years of Credited Service
Final Average
Annual
Compensation 10 20 30 40
------------ -- -- -- --
$200,000 $ 25,000 $ 50,000 $ 75,000 $100,000
300,000 37,500 75,000 112,500 150,000
400,000 50,000 100,000 150,000 200,000
500,000 62,500 125,000 187,500 250,000
600,000 75,000 150,000 225,000 300,000
700,000 87,500 175,000 262,500 350,000
800,000 100,000 200,000 300,000 400,000
900,000 112,500 225,000 337,500 450,000
As of April 30, 1999, the credited years of service for
Messrs. Gosa, Brandt, Blount, Guichard and Walter were 7, 28,
22, 5, and 1, respectively. For determining benefits under the
plan, covered compensation for each of these individuals is
approximately equal to the amount shown in the Summary
Compensation Table under the headings "Salary", "Bonus", and
"LTIP Payouts."
The Internal Revenue Code limits the total amount of
compensation that can be taken into account in computing
benefits under the plan, as well as the maximum amount of
retirement benefits that may be paid under the plan. These
limits are indexed each year, so that the ultimate amount of
benefit actually paid will depend on the year of retirement.
For calendar year 1999, the maximum annual compensation that
may be taken into account is $160,000, and the maximum annual
benefit that may be paid in the form of a single life annuity
is $130,000.
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee of the Board of Directors is
responsible for the establishment of policies and procedures
governing executive compensation. The Committee is comprised
entirely of non-employee directors.
The Compensation Committee periodically performs a
comprehensive review of executive compensation with the
assistance of independent compensation consultants. This
report summarizes the Committee's executive compensation
philosophy and policies for the Company's last completed
fiscal year.
Compensation Philosophy
The Company's executive compensation program is designed
to assist in attracting, motivating, and retaining qualified
senior management. The fundamental objective of the
compensation program is to support the achievement of the
Company's business objectives and, thereby, the creation of
long-term shareholder value. To this end, the Company's
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philosophy is that executive compensation policies should be
designed to achieve the following objectives:
* Align the interests of executive management with those of
the Company's shareholders by providing a significant portion
of total compensation in Common Stock or other instruments
which derive value in a manner consistent with the return to
shareholders;
* Provide an incentive to executive management by linking a
meaningful portion of compensation to the achievement of
specific desired results; and
* Enable the Company to attract and retain key executives
whose skills and capabilities are needed for the continued
growth and success of the Company by offering competitive
total compensation.
The Compensation Committee believes that total return to
the shareholder should be a major determinant of long-term
executive compensation. While a significant portion of
compensation may fluctuate with annual results, the total
program is structured to emphasize long-term performance and
sustained growth in shareholder value.
The Compensation Committee believes that base salaries
and target incentive compensation for executive management
should approximate the averages found in publicly traded peer
companies. The Committee further believes that a substantial
portion of target compensation should be based on Company and
individual performance. Actual incentive compensation,
therefore, should include elements that result in significant
variability based on Company and individual executive
performance. Executive management should have an opportunity
for superior compensation with superior results. While
overall Company performance is emphasized in an effort to
encourage and reward teamwork, individual compensation should
include some elements which reflect individual
responsibilities and contribution. At risk, performance-based
compensation averaged approximately 53% of total annual cash
compensation paid to the executive group during the fiscal
year ended April 30, 1999.
The Compensation Committee also believes executives
should have a substantial equity ownership position to provide
long-term incentives which closely link executive compensation
to the Company's long-term performance and return to
shareholders. Such ownership may be accomplished through
direct ownership of shares of Common Stock, awards of options
to acquire Common Stock and other awards based on the
performance of Common Stock.
Competitive Positioning
The Compensation Committee regularly reviews executive
compensation levels to ensure that the Company will be able to
attract and retain the caliber of executives needed to
effectively operate the Company and that the pay for
executives is reasonable and appropriate relative to current
market practice. In making these evaluations, the
Compensation Committee annually reviews the results of surveys
of executive salary and incentive levels among peer companies
and other durable goods manufacturers of similar size. In
addition, the Compensation Committee periodically undertakes
an analysis of salaries, annual bonuses and long-term
incentives with the assistance of independent compensation
consulting firms. During the 1999 fiscal year, the Committee
retained the services of two independent consultants to
evaluate and make recommendations regarding executive
compensation. Based on the reports from the consultants, the
Committee did not make any material changes to the
compensation plan design.
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Components of Executive Compensation
The principal components of the Company's executive
compensation program include base salary, annual cash bonus,
long-term incentives and benefits.
Base Salary. Base salaries for all executives have been
competitively established based on salaries paid for like
positions in comparable companies. The companies used for
comparison of base salaries are not the same companies used in
the Performance Graph section of this proxy statement because
the Compensation Committee believes that the Company's most
direct competitors for executive talent are not necessarily
all of the companies that are included in the peer group used
to compare shareholder returns. These salaries are reviewed
annually to assure continued competitiveness and are adjusted
when necessary. Based on national surveys available to the
Compensation Committee and information provided by an
independent consultant, the Compensation Committee believes
that executive management, as a group, is paid at the average
market rate. As is the case with the Company's overall
compensation policies for salaried employees, adjustments to
executive base salaries result from a demonstrated increase in
skills or from market-driven changes in comparable positions.
Annual Cash Bonus. The purpose of the Company's annual
incentive program is to provide a direct monetary incentive to
executives in the form of an annual cash bonus which is tied
to the achievement of measurable, predetermined performance
objectives. The annual incentive bonus reflects overall
Company financial performance and, for certain executives, an
individual's contribution to that performance. All executive
officers are eligible for an annual bonus, with a maximum
potential of 100% or 110% of base pay. Senior Vice Presidents
of the Company were eligible for 100% of base pay during the
1999 fiscal year, with the following components used in
determining bonus payout: net income (70% of base pay) and
individual performance (30% of base pay). The Chief Executive
Officer, and the Chairman were eligible for 110% of base pay
during the 1999 fiscal year, based entirely on net income. No
annual incentives are paid below certain predetermined levels
of minimal performance.
Long-term Incentives. Long-term incentive compensation
involves the use of two types of stock-based instruments:
stock options and shareholder value units. Both types of
incentives are intended to focus the attention of executives
on the achievement of the Company's long-term performance
objectives, to align executive management's interests with
those of shareholders and, in the case of stock options, to
facilitate executives' accumulations of sustained ownership of
Company stock. The levels of award opportunities, as combined
under both instruments, are intended to be consistent with
typical levels of comparable companies and to reflect an
individual's level of responsibility and performance. The
companies used for comparison of long-term incentives are not
the same companies used in the Performance Graph section of
this proxy statement because the Compensation Committee
believes that the Company's most direct competitors for
executive talent are not necessarily all of the companies that
are included in the peer group used to compare shareholder
returns.
Stock options, as awarded under the 1996 Stock Option
Plan, give executives the opportunity to purchase Common Stock
for a term not to exceed ten years and at a price of no less
than the fair market value of the Common Stock on the date of
grant. Executives benefit from stock options only to the
extent the stock price appreciates after the grant of the
option. More information concerning option grants made to the
named executive officers during the 1999 fiscal year may be
found under the heading "Option Grants in Last Fiscal Year"
contained in this proxy statement.
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Shareholder value units, as awarded under the Shareholder
Value Plan for Employees, give executives the opportunity to
receive incentive cash payments based on the comparative total
return to the shareholders of the Company versus the total
returns for a comparable index of peer companies such as the
S&P Home Furnishing and Appliance Index (the "Index").
Executives may be eligible for cash incentives if the Company
provides a total return to shareholders above the 50th
percentile of this group of companies over a three-year
period. Additional information concerning Shareholder Value
Unit awards may be found under the heading "Long-Term
Incentive Plan - Awards in Last Fiscal Year" contained in this
proxy statement.
Benefits. Benefit programs for executives are designed
to provide protection against financial catastrophe that can
result from illness, disability or death. Benefits offered to
senior executives are those offered to all employees.
The Company maintains a pension plan for all salaried
employees, as described under the heading "Pension Plan". The
Company has also adopted a Pension Restoration Plan. The
purpose of this Plan is to restore the level of benefit as
defined in the Company's Pension Plan that are reduced due to
limitations required by the Internal Revenue Service Code.
The Plan is a non-qualified, non-contributory plan for a
select group of highly compensated employees who are selected
as defined by the Compensation Committee. Each plan
participant has an account under the plan to which the
Compensation Committee may, in its discretion, credit Company
contributions. The amount credited to the accounts of those
named executive officers who participated in the plan in 1999
are listed under the heading "Summary Compensation Table."
The obligation of the Company to make payments under this Plan
is an unsecured promise and any property of the Company set
aside for the payment of benefits remains subject to the
claims of creditors in the event of the Company's insolvency
until such benefits are distributed to the Plan participants
under the provisions of the Plan.
Compensation of the Chief Executive Officer
The total compensation for the Chief Executive Officer in
fiscal 1999 was established in accordance with the policies
discussed above in this report. As reported in the Summary
Compensation Table, Mr. Gosa's base salary increased by 27.0%
during the fiscal year based on Mr. Gosa's performance in
fulfilling his responsibilities as President and Chief
Executive Officer and on the Committee's assessment of
comparable positions in similar companies. Mr. Gosa received
an annual cash bonus according to the plan based on the
achievement of certain net income targets. Mr. Gosa's stock
option award and stock value unit grants were consistent with
the Company's compensation philosophy, and the target value
for these incentives is comparable to like positions at
similar companies, as determined by an independent
compensation consultant. The companies used for these
comparisons are not the same companies used in the Performance
Graph section of this proxy statement because the Compensation
Committee believes that the Company's most direct competitors
for chief executive officer talent are not necessarily all of
the companies that are included in the peer group used to
compare shareholder returns.
Compliance with Section 162(m) of the Internal Revenue Code
The Company is subject to Section 162(m) of the Internal
Revenue Code, which imposes a $1 million limit on the amount
of compensation that may be deducted by the Company for a
taxable year with respect to each of the Chief Executive
Officer and the four most highly compensated executive
officers of the Company. Performance-based compensation that
meets certain requirements is not subject to the deduction
limit. The Committee has reviewed the impact of Section
162(m) on the Company and believes that it is unlikely that
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the compensation paid to Mr. Gosa or any of the other named
executive officers during the current fiscal year will exceed
the limit. Furthermore, the 1996 Stock Option Plan and the
Shareholder Value Plan for Employees are generally designed to
comply with the requirements of the performance-based
compensation exception from the $1 million limit.
The Committee will continue to monitor the impact of the
Section 162(m) limit on the Company and to assess alternatives
for avoiding any loss of tax deductions in future fiscal
years.
Martha M. Dally, Chairperson
Fred S. Grunewald
C. Anthony Wainwright
PERFORMANCE GRAPH
Set forth below is a graph comparing the five-year
cumulative total shareholder return from investing $100 on May
1, 1994 in American Woodmark Corporation Common Stock, the S&P
500 Index, and the S&P Home Furnishings and Appliance Index:
Source 1994 1995 1996 1997 1998 1999
- ------------------- ------ ------ ------ ------ ------ ------
American Woodmark $100.0 $100.0 $ 85.6 $224.4 $537.8 $684.4
S&P 500 100.0 114.2 145.1 177.7 246.6 296.1
S&P Home Furnishings 100.0 90.2 104.4 94.5 171.7 191.4
and Appliance Index
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CERTAIN TRANSACTIONS
The Company leases its headquarters from Amwood
Associates, a partnership including Mr. Brandt and Ms. Stout.
The lease commenced on March 18, 1986 and has a remaining term
ending March 17, 2001, at which time it may be canceled by
either party. Current rental payments are $32,455 per month
and are subject to annual increases, not to exceed 7%, based
on changes in the Consumer Price Index. During the fiscal
year ended April 30, 1999, the Company made payments under the
lease in the amount of $386,000. The rent under the lease was
established by an independent appraisal and is on terms that
the Company believes are at least as favorable to the Company
as those that could be obtained from unaffiliated third
parties.
ITEM 2 - RATIFICATION OF SELECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS
Upon the recommendation of the Audit Committee, the Board
of Directors has selected Ernst & Young LLP as independent
certified public accountants to audit the Financial Statements
of the Company for fiscal year 2000, and has directed a vote
of shareholders to be taken to ascertain their approval or
disapproval of that selection. If the shareholders do not
ratify the selection of Ernst & Young LLP, the Board of
Directors will reconsider the selection of independent public
accountants.
Representatives of Ernst & Young LLP will be present at
the Company's Annual Meeting. Such representatives will have
the opportunity to make a statement if they so desire, and
will be available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS
INDEPENDENT AUDITORS OF THE COMPANY FOR FISCAL YEAR 2000.
ITEM 3 - FIRST AMENDMENT TO THE SHAREHOLDER
VALUE PLAN FOR EMPLOYEES
Subject to shareholder approval, the Board of Directors
has approved the First Amendment to the Shareholder Value Plan
for Employees (the "Shareholder Value Plan"). This summary of
the First Amendment is qualified in its entirety by reference
to the full text of the Amendment, which is attached to this
proxy statement as Appendix A. Terms used and not otherwise
defined in this summary have the meaning set forth in the
Shareholder Value Plan.
Currently, under the Shareholder Value Plan, certain
executives have the opportunity to receive incentive cash
payments based on the comparative total return to the
shareholders of the Company versus the total returns of those
companies included in the S&P Home Furnishings and Appliance
Index. The First Amendment changes the Shareholder Value Plan
so that incentive cash payments may be based on the
comparative total return to the shareholders of the Company
versus the total returns of those companies included in: (i)
the S&P Home Furnishings and Appliance Index, (ii) the Russell
2000 Indexr, or (iii) any other similar nationally recognized
index which the Committee determines constitutes a comparable
group of companies with the Company. The Russell 2000 Index
is one of the better known indices used to measure the
performance of U.S. small company stocks. The index is
created by Frank Russell Company and is comprised of the 3,000
largest U.S. companies (as determined by market
capitalization), minus the 1,000 largest companies. The Board
of Directors believes that the Russell 2000 Index is an
accurate benchmark for measuring the Company's
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<PAGE>
performance. In addition, the Board of Directors believes that
if circumstances change, the Amendment will give the Company
the flexibility to change from the S&P Home Furnishings and
Appliance Index or the Russell 2000 Index to an index that
more appropriately measures the Company's performance at a
future date.
Approval of the First Amendment requires the affirmative
vote of the holders of a majority of the shares of common
stock voting at the annual meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE
FIRST AMENDMENT TO THE SHAREHOLDER VALUE PLAN FOR EMPLOYEES
(ITEM 3 ON YOUR PROXY CARD).
ITEM 4 - 1999 STOCK OPTION PLAN FOR EMPLOYEES
Introduction
Subject to shareholder approval, the Board of Directors
has approved the American Woodmark Corporation 1999 Stock
Option Plan for Employees (the "Plan"). This summary of the
Plan is qualified in its entirety by reference to the full
text of the Plan, which is attached to this proxy statement as
Appendix B. Terms used and not otherwise defined in this
summary have the meaning set forth in the Plan.
The Plan is designed to give the Company a competitive
advantage in attracting, retaining and motivating employees.
The Plan links employee incentives to the financial results of
the Company and increases in shareholder value, consistent
with the compensation philosophy described in the Report of
the Compensation Committee and the Compensation Committee's
option grant practices under the 1996 Stock Option Plan.
As of June 28, 1999 only 51,931 shares of Common Stock
remain available under the 1996 Stock Option Plan for
allocation to Stock Options under that plan. The Company
wishes to adopt this Plan so that it may continue to award
Options to selected employees in future years. Finally, the
Plan permits the Company to maximize its tax deduction for
incentive compensation paid to its most highly paid officers
under Section 162(m) of the Code.
General
A total of 1,000,000 authorized, but unissued, shares of
Company Stock are reserved for issuance under the Plan. Shares
of Company Stock allocated to Options, or portions of Options,
that expire, are forfeited or otherwise terminate unexercised
may again be made subject to an Option under the Plan. The
Committee may condition grants of Options to a Participant on
the surrender by the Participant of Options previously granted
to him. No more than 100,000 shares of Company Stock may be
allocated to the Options that are granted to a Participant in
any single Taxable Year.
Adjustments will be made in the number and kind of shares
of stock or Company securities which may be issued under the
Plan in the event of a stock dividend, stock split,
recapitalization, merger or similar change in the outstanding
shares of Company Stock or the creation or issuance to
shareholders generally of rights, options or warrants for the
purchase of Company Stock or preferred stock. Similar
adjustments may be made to the 100,000 share limit described
above, the exercise price of Options, and the terms of any
stock option agreement.
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The Company Stock is listed on the Nasdaq National
Market. On June 28, 1999, the closing price of the Company
Stock was $35.50.
Eligibility
All present and future employees of the Company or a
Subsidiary whom the Committee determines to have contributed
or who can be expected to contribute significantly to the
Company or Subsidiary are eligible to be granted Options under
the Plan. The Company estimates that it has approximately
fifty employees who would currently be eligible to receive
Options under the Plan (six of whom are executive officers).
Administration
The 1999 Plan will be administered by the Compensation
Committee or a subcommittee of the Compensation Committee.
The Committee has the power and complete discretion to select
eligible employees to receive Options, and to determine the
type, terms and conditions of the Options. The Committee may
delegate to the Chief Executive Officer the power to select
which employees will receive Options, the type of Options, the
time when Options are granted, the number of shares of Company
Stock allocated to Options and the terms of Options, except to
the extent that such a delegation would prevent compliance
with Rule 16b-3, Section 162(m) of the Code or any other
provisions of the Code, or other applicable law or regulation.
Actions taken by the Chief Executive Officer pursuant to such
a delegation must be ratified by the Committee.
Stock Options
Options to purchase shares of Company Stock granted under
the Plan may only be Non-statutory Stock Options. Non-
statutory Stock Options do not qualify for favorable income
tax treatment under section 422 of the Code. The purchase
price of Company Stock covered by a Non-statutory Option may
not be less than 100% of Fair Market Value of such shares on
the Date of Grant of the Option.
Options may only be exercised at such times as may be
specified by the Committee in the option agreement. The
Committee may grant options with a provision that an Option
that is not otherwise exercisable will become exercisable upon
a Change of Control.
A Participant exercising an Option may pay the purchase
price in cash or, if the option agreement so permits, by
delivering Mature Shares or causing to be withheld from the
Option, shares of Company Stock (valued in each case at their
Fair Market Value). The Committee may also permit a
Participant to exercise his or her Option by delivering an
exercise notice together with irrevocable instructions to a
broker to promptly deliver to the Company the amount of sale
or loan proceeds from the Option shares to pay the purchase
price. The Committee may also provide in the Option that an
employee who exercises an Option by delivering Mature Shares
will be automatically granted a new Replacement Option equal
in amount to the number of shares delivered to exercise the
Option, including any Mature Shares that are delivered by the
Participant or any shares of Company Stock that are withheld
by the Company to pay Applicable Withholding Taxes. The
Replacement Option will have an exercise price equal to the
Fair Market Value of Company stock on the date of delivery of
shares to exercise the original Option and will otherwise have
the same terms as the original Option. The Replacement Option
will not have a Replacement Feature.
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Nontransferability of Options
In general, Options, by their terms, are not transferable
by the Participant except by will or by the laws of descent
and distribution. Options are exercisable, during the
Participant's lifetime, only by the Participant or by his
guardian or legal representative.
Term; Modification of the Plan
The Plan was approved by the Board of Directors on May
18, 1999, contingent on shareholder approval of the Plan and
meeting federal or state securities law requirements.
Participants cannot exercise Options that may be granted under
the Plan until such conditions are met. Unless the Board of
Directors sooner terminates it, the Plan will terminate on
August 23, 2009. No Options may be granted under the Plan
after it terminates.
The Board may amend or terminate the Plan as it deems
advisable. However, if and to the extent required by the
Code, shareholders must approve amendments that would (i)
increase the number of shares of Company Stock that are
reserved and available for issuance under the Plan, (ii)
materially change the requirements for eligibility to
participate in the Plan, or (iii) materially increase the
benefits that eligible employees may receive under the Plan.
The Board may amend the Plan as necessary and without
shareholder approval to ensure that the Plan continues to
comply with Rule 16b-3 or to meet the requirements of the Code
and applicable regulations. In addition, the Board may amend
the Plan or any Options granted under the Plan if the Company
is involved in a merger or other transaction that the Company
intends to treat as a "pooling of interest" for financial
accounting purposes and the Company's independent auditors
determine that the terms of the Plan or an Option would
preclude such accounting treatment unless amended.
Federal Income Tax Consequences
A Participant generally will not incur federal income tax
when he or she is granted a Non-statutory Stock Option. Upon
exercise of a Non-statutory Stock Option, the Participant will
be treated, in most circumstances, as having received ordinary
income equal to the difference between the Fair Market Value
of the Company Stock on the date of the exercise and the
exercise price. This income is subject to income tax
withholding by the Company.
The Company usually will be entitled to a business
expense deduction at the time and in the amount that the
recipient of a Non-statutory Stock Option recognizes ordinary
income. As stated above, this usually occurs upon exercise of
the Non-statutory Stock Option. There also may be
circumstances when a deduction is not allowed for certain
transfers of Company Stock or payments to Participants upon
the exercise of a Non-statutory Stock Option that has been
accelerated as a result of a Change of Control.
Section 162(m) of the Code imposes a $1,000,000 limit on
the amount of the annual compensation deduction allowable to a
publicly-held company with respect to its chief executive
officer and each of its other four most highly compensated
officers. An exception to this limit is provided for
performance-based compensation if certain requirements are
met. The Plan permits the Committee to grant Non-statutory
Stock Options that will qualify for this exception from the
deduction limit.
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This summary of Federal income tax consequences of Non-
statutory Stock Options does not purport to be complete.
There may also be state and local income taxes and foreign
taxes applicable to these transactions.
Vote Required
Approval of the Plan requires the affirmative vote of the
holders of a majority of the shares of Company Stock voting at
the annual meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE
APPROVAL OF THE 1999 STOCK OPTION PLAN FOR EMPLOYEES (ITEM 4
ON YOUR PROXY CARD).
OTHER BUSINESS
If any other business properly comes before the Annual
Meeting, your proxy may be voted by the persons named in it in
such manner, as they deem proper.
At this time, management does not know of any other
business which will be presented at the Annual Meeting.
PROPOSALS BY SHAREHOLDERS FOR PRESENTATION AT 2000 ANNUAL MEETING
Any shareholder desiring to present a proposal to the
shareholders at the 2000 Annual Meeting and who desires that
such proposal be included in the Company's proxy statement and
proxy card relating to that meeting, must transmit such to the
Secretary of the Company so that it is received at the
Company's principal executive offices on or before March 21,
2000. All such proposals should be in compliance with
applicable Securities and Exchange Commission regulations.
With respect to shareholder proposals that are not included in
the proxy statement for the 2000 Annual Meeting, the persons
named in the proxy solicited by the Company's Board of
Directors for the 2000 Annual Meeting will be entitled to
exercise the discretionary voting power conferred by such
proxy under the circumstances specified in Rule 14a-4(c) under
the Securities Exchange Act of 1934, as amended, including
with respect to proposals received by the Company after June
4, 2000.
By Order of the Board of
Directors
Kent B. Guichard
Secretary
July 19, 1999
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APPENDIX A
FIRST AMENDMENT TO THE
AMERICAN WOODMARK CORPORATION
SHAREHOLDER VALUE PLAN FOR EMPLOYEES
FIRST AMENDMENT, dated as of June 29, 1999, to the
American Woodmark Corporation Shareholder Value Plan for
Employees (the "Plan") by American Woodmark Corporation (the
"Employer"). The Employer maintains the Plan adopted on May
14, 1996. The Employer has the power to amend the Plan and
now wishes to do so.
NOW, THEREFORE, the Plan is amended as follows:
I. Effective May 1, 1999, Section 2(i) shall be amended as
follows:
(i) "Comparison Group" means, as designated by the Committee
in its sole discretion, the publicly traded corporations that
are included in either: (i) the S&P Home Furnishings and
Appliance Index of companies, (ii) the Russell 2000 Index, or
(iii) any other similar nationally recognized index which the
Committee determines constitutes a comparable group of
companies, with the Company.
II. In all respects not amended, the Plan is hereby
ratified and confirmed.
A-1
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APPENDIX B
AMERICAN WOODMARK CORPORATION
1999 STOCK OPTION PLAN FOR EMPLOYEES
1. Purpose. The purpose of this 1999 Stock Option Plan For
Employees (the "Plan") is to further the long-term stability
and financial success of American Woodmark Corporation (the
"Company") by attracting and retaining employees through the
use of stock options. It is believed that ownership of
Company Stock will stimulate the efforts of those employees
upon whose judgment and interests the Company and its
Subsidiaries are and will be largely dependent for the
successful conduct of its business. It is also believed that
the stock options granted to such employees under this Plan
will strengthen their desire to remain employed with the
Company and its Subsidiaries and will further the
identification of those employees' interests with those of the
Company and its Subsidiaries. The Plan is intended to operate
in compliance with the provisions of Securities and Exchange
Commission Rule 16b-3.
2. Definitions. As used in the Plan, the following terms
have the meanings indicated:
(a) "Act" means the Securities Exchange Act of 1934, as
amended.
(b) "Applicable Withholding Taxes" means the aggregate
amount of federal, state and local income and payroll taxes
that the Company or appropriate Subsidiary is required to
withhold in connection with the exercise of any Option.
(c) "Board" means the Board of Directors of the Company.
(d) "Change of Control" means the occurrence of any of the
following events: (i) The acquisition by any unrelated
person of beneficial ownership (as that term is used for
purposes of the Act) of 50% or more of the then outstanding
shares of common stock of the Company or the combined voting
power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors. The
term "unrelated person" means any person other than (x) the
Company and its Subsidiaries, (y) an employee benefit plan or
trust of the Company or its Subsidiaries, and (z) a person who
acquires stock of the Company pursuant to an agreement with
the Company that is approved by the Board in advance of the
acquisition, unless the acquisition results in a Change of
Control pursuant to subsection (ii) below. For purposes of
this subsection, a "person" means an individual, entity or
group, as that term is used for purposes of the Act.
(ii) Any tender or exchange offer, merger or other
business combination, sale of assets or any combination of the
foregoing transactions, and the Company is not the surviving
corporation.
(iii) A liquidation of the Company.
(e) "Code" means the Internal Revenue Code of 1986, as
amended.
(f) "Committee" means the Compensation Committee of the
Board, provided that, if any member of the Compensation
Committee does not or would not qualify as both an outside
director for purposes of Code section 162(m) and a non-
employee director for purposes of Rule 16b-3, the Board shall
designate the remaining members of the Compensation Committee
(but not less than two members) as a subcommittee of the
Compensation Committee to act as the Committee for purposes of
the Plan.
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(g) "Company" means American Woodmark Corporation.
(h) "Company Stock" means common stock of the Company. In
the event of a change in the capital structure of the Company
(as provided in Section 11), the shares resulting from such a
change shall be deemed to be Company Stock within the meaning
of the Plan.
(i) "Date of Grant" means the date on which the Committee
grants an Option.
(j) "Disability" or "Disabled" shall mean permanent and
total disability, unless otherwise defined in an option
agreement. The Committee shall determine whether a Disability
exists and such determination shall be conclusive.
(k) "Fair Market Value" means (i) if the Company Stock is
traded on an exchange, the mean of the highest and lowest
registered sales prices of the Company Stock on that date on
the exchange on which the Company Stock generally has the
greatest trading volume, (ii) if the Company Stock is traded
in the over-the-counter market, the mean between the high and
low prices on that date as reported on the Nasdaq National
Market or, (iii) if neither of the foregoing is applicable, a
value determined by the Committee in good faith. Fair Market
Value shall be determined as of the applicable date specified
in the Plan or, if there are no trades on such date, then for
purposes of subparagraphs (i) and (ii) above the value shall
be determined as of the last preceding day on which the
Company Stock is traded.
(l) "Mature Shares" means shares of Company Stock for which
the holder thereof has good title, free and clear of all liens
and encumbrances and which such holder either (i) has held for
at least six months or (ii) has purchased on the open market.
(m) "Non-statutory Stock Option" means an Option that does
not meet the requirements of Code section 422, or, even if
meeting the requirements of Code section 422, is not intended
to be an incentive stock option and is so designated.
(n) "Option" means a right to purchase Company Stock
granted under the Plan, at a price determined in accordance
with the Plan.
(o) "Participant" means any employee of the Company or a
Subsidiary who receives an Option under the Plan.
(p) "Replacement Feature" means a feature of an Option, as
described in the Participant's stock option agreement, that
provides for the automatic grant of a Replacement Option in
accordance with the provisions of Section 7(e).
(q) "Replacement Option" means an Option granted to a
Participant equal to the number of Mature Shares of already
owned Company Stock that are delivered by the Participant to
exercise an Option, including any Mature Shares that are
delivered by the Participant or any shares of Company Stock
that are withheld by the Company to pay Applicable Withholding
Taxes, as described in Section 7(e).
(r) "Rule 16b-3" means Rule 16b-3 of the Securities and
Exchange Commission promulgated under the Act. A reference in
the Plan to Rule 16b-3 shall include a reference to any
corresponding rule (or number redesignation) of any amendments
to Rule 16b-3 enacted after the effective date of the Plan's
adoption.
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(s) "Subsidiary" means any corporation of which the Company
owns at least 50 percent of the combined voting power of all
classes of stock or which is in a chain of corporations with
the Company in which stock possessing at least 50% of the
combined voting power of all classes of stock is owned by one
or more corporations in the chain.
(t) "Taxable Year" means the fiscal period used by the
Company for reporting taxes on income under the Code.
3. General. Only Non-statutory Stock Options may be granted
under the Plan.
4. Stock. Subject to Section 11 of the Plan, there shall be
reserved for issuance under the Plan one million (1,000,000)
shares of Company Stock, which shall be authorized, but
unissued shares. Shares allocable to Options, or portions
thereof granted under the Plan that expire, are forfeited, or
otherwise terminate unexercised may again be subjected to an
Option under the Plan. The Committee is expressly authorized
to grant Options to a Participant conditioned upon the
surrender for cancellation of Options previously granted to
such Participant. However, without prior shareholder
approval, the Committee is expressly prohibited from granting
a new Option if the exercise price of the new Option is less
than the exercise price of the Option being surrendered for
cancellation. No more than 100,000 shares of Company Stock
may be allocated to the Options that are granted to any
individual Participant during any single Taxable Year.
5. Eligibility.
(a) All present and future employees of the Company or a
Subsidiary (whether now existing or hereafter created or
acquired) whom the Committee determines to have contributed or
who can be expected to contribute significantly to the Company
or a Subsidiary shall be eligible to receive Options under the
Plan. The Committee shall have the power and complete
discretion, as provided in Section 12, to select eligible
employees to receive Options and to determine for each
employee the terms and conditions of each Option.
(b) The grant of an Option shall not obligate the Company
or any Subsidiary to pay an employee any particular amount of
remuneration, to continue the employment of the employee after
the grant or to make further grants to the employee at any
time thereafter.
6. Stock Options.
(a) The Committee may make grants of Options to eligible
employees. Whenever the Committee deems it appropriate to
grant Options, notice shall be given to the Participant
stating the number of shares for which Options are granted,
the Option price per share, and the conditions to which the
grant and exercise of the Options are subject. This notice,
when duly accepted in writing by the Participant, shall become
a stock option agreement. The Committee may delegate to the
Chief Executive Officer of the Company the authority to select
eligible employees to receive Options, to determine the time
or times at which Options will be awarded to eligible
employees and to determine the terms and conditions of such
Options, except to the extent that such a delegation would
prevent compliance with Rule 16b-3, Code section 162(m) or any
other section of the Code, or other applicable law or
regulation. Actions taken by the Chief Executive Officer
pursuant to such a delegation of authority shall be subject to
ratification by the Committee.
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(b) The exercise price of shares of Company Stock covered
by an Option shall be not less than 100% of the Fair Market
Value of such shares on the Date of Grant.
(c) Options may be exercised in whole or in part at such
times as may be specified by the Committee in the
Participant's stock option agreement. The Committee may impose
such vesting conditions and other requirements as the
Committee deems appropriate, and the Committee may include
such provisions regarding Change of Control as the Committee
deems appropriate.
(d) The Committee may, in its discretion, grant Options
containing a Replacement Feature as described in Section 7(e)
and may amend previously granted Non-statutory Stock Options
to provide such a Replacement Feature.
7. Method of Exercise of Options.
(a) Options may be exercised by the Participant giving
written notice of the exercise to the Company, stating the
number of shares the Participant has elected to purchase under
the Option. Such notice shall be effective only if
accompanied by the exercise price in full in cash; provided,
however, that if the terms of an Option so permit, the
Participant may (i) deliver Mature Shares (valued at their
Fair Market Value) in satisfaction of all or any part of the
exercise price, (ii) cause to be withheld from the Option
shares, shares of Company Stock (valued at their Fair Market
Value) in satisfaction of all or any part of the exercise
price, or (iii) deliver a properly executed exercise notice
together with irrevocable instructions to a broker to deliver
promptly to the Company, from the sale or loan proceeds with
respect to the sale of Company Stock or a loan secured by
Company Stock, the amount necessary to pay the exercise price
and, if required by the terms of the Option, Applicable
Withholding Taxes.
(b) The Company may place on any certificate representing
Company Stock issued upon the exercise of an Option any legend
deemed desirable by the Company's counsel to comply with
federal or state securities laws, and the Company may require
a customary written indication of the Participant's investment
intent. Until the Participant has made any required payment,
including any Applicable Withholding Taxes, and has had issued
a certificate for the shares of Company Stock acquired, he or
she shall possess no shareholder rights with respect to the
shares.
(c) Each Participant shall agree as a condition of the
exercise of an Option to pay to the Company or appropriate
Subsidiary, or make arrangements satisfactory to the Company
or appropriate Subsidiary regarding the payment to the Company
or appropriate Subsidiary of, Applicable Withholding Taxes.
Until such amount has been paid or arrangements satisfactory
to the Company or appropriate Subsidiary have been made, no
stock certificate shall be issued upon the exercise of an
Option.
(d) As an alternative to making a cash payment to the
Company or appropriate Subsidiary to satisfy Applicable
Withholding Taxes, if the Participant's option agreement so
provides, the Participant may elect to (i) deliver Mature
Shares (valued at their Fair Market Value) or (ii) to have the
Company or appropriate Subsidiary retain that number of shares
of Company Stock (valued at their Fair Market Value) that
would satisfy all or a specified portion of the Applicable
Withholding Taxes.
(e) If a Participant exercises an Option that has a
Replacement Feature by delivering Mature Shares of Company
Stock, the Participant shall automatically be granted a
Replacement Option. The Replacement Option shall be subject
to the following provisions: i) the Replacement Option shall
cover the number of shares of Company Stock delivered by the
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Participant to exercise the Option, including any Mature
Shares that are delivered by the participant or any shares of
Company Stock that are withheld by the Company to pay
Applicable Withholding Taxes,; (ii) the Replacement Option
will not have a Replacement Feature; (iii) the exercise price
of shares of Company Stock covered by a Replacement Option
shall be not less than 100% of the Fair Market Value of such
shares on the date the Participant delivers Mature Shares of
Company Stock to exercise the Option; and (iv) The Replacement
Option shall be subject to the same terms as the Option to
which it relates, including restrictions on exercisability as
those imposed on the underlying Option and such other
restrictions as the Committee deems appropriate.
8. Effective Date of the Plan. The effective date of the
Plan is August 24, 1999. The Plan shall be submitted to the
shareholders of the Company for approval. Until (i) the Plan
has been approved by Company's shareholders, and (ii) the
requirements of any applicable Federal or State securities
laws have been met, no Option granted under the Plan shall be
exercisable.
9. Nontransferability of Options. In general, Options, by
their terms, shall not be transferable by the Participant
except by will or by the laws of descent and distribution.
Options shall be exercisable, during the Participant's
lifetime, only by the Participant or by his guardian or legal
representative.
10. Termination, Modification, Change.
(a) If not sooner terminated by the Board, this Plan shall
terminate at the close of business on August 23, 2009. No
Options shall be granted under the Plan after its termination.
The Board may amend or terminate the Plan in such respects as
it shall deem advisable; provided that, if and to the extent
required by the Code, no change shall be made that increases
the total number of shares of Company Stock reserved for
issuance pursuant to Options granted under the Plan (except
pursuant to Section 11), materially modifies the requirements
as to eligibility for participation in the Plan, or materially
increases the benefits accruing to Participants under the
Plan, unless such change is authorized by the shareholders of
the Company. Notwithstanding the foregoing, the Board may
unilaterally amend the Plan and Options with respect to
Participants as it deems appropriate to ensure compliance with
Rule 16b-3 and to cause the Options to meet the requirements
of the Code and regulations thereunder. Except as provided in
the preceding sentence, a termination or amendment of the Plan
shall not, without the consent of the Participant, adversely
affect a Participant's rights under an Option previously
granted to him or her.
(b) Notwithstanding the provisions of subsection (a) above,
this subsection (b) will apply if the Company is involved in
any merger or similar transaction that the Company intends to
treat as a "pooling of interest" for financial reporting
purposes. In such a case, the Committee may amend the terms
of any Option or of the Plan to the extent that the Company's
independent accountants determine that such terms would
preclude the use of "pooling of interest" accounting. The
authority of the Committee to amend the terms of any Option or
of the Plan includes, without limitation, the right (i) to
rescind or suspend any terms that are contingent on a Change
in Control, such as the acceleration of vesting or provisions
for special payments to an optionee or participant; (ii) to
modify Options to comply with prior practices of the Company
as to terms of Options; (iii) to provide for payment to the
optionee of Common Stock or stock of the other party to the
transaction equal to the fair value of the Option; and (iv) to
suspend any provisions for payment of an Option in cash. The
authority of the Committee under this section may be exercised
in the Committee's sole and complete discretion.
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11. Change in Capital Structure.
(a) In the event of a stock dividend, stock split or
combination of shares, recapitalization or merger in which the
Company is the surviving corporation or other change in the
Company's capital stock (including, but not limited to, the
creation or issuance to shareholders generally of rights,
options or warrants for the purchase of common stock or
preferred stock of the Company), the number and kind of shares
of stock or securities of the Company to be subject to the
Plan and to Options then outstanding or to be granted
thereunder, the maximum number of shares or securities which
may be delivered under the Plan, the maximum number of shares
or securities that can be granted to an individual Participant
under Section 4, the exercise price, the terms of stock option
agreements and other relevant provisions shall be
appropriately adjusted by the Committee, whose determination
shall be binding on all persons. If the adjustment would
produce fractional shares with respect to any unexercised
Option, the Committee may adjust appropriately the number of
shares covered by the Option so as to eliminate the fractional
shares.
(b) If the Company is a party to a consolidation or a
merger in which the Company is not the surviving corporation,
a transaction that results in the acquisition of substantially
all of the Company's outstanding stock by a single person or
entity, or a sale or transfer of substantially all of the
Company's assets, the Committee may take such actions with
respect to outstanding Options as the Committee deems
appropriate.
(c) Notwithstanding anything in the Plan to the contrary,
the Committee may take the foregoing actions without the
consent of any Participant, and the Committee's determination
shall be conclusive and binding on all persons for all
purposes.
12. Administration of the Plan.
(a) Subject to the provisions of Rule 16b-3, the Plan shall
be administered by the Committee. The Committee shall have
general authority to impose any limitation or condition upon
an Option the Committee deems appropriate to achieve the
objectives of the Option and the Plan and, without limitation
and in addition to powers set forth elsewhere in the Plan,
shall have the power and complete discretion to determine: (i)
which eligible employees shall receive Options and the time or
times when Options shall be granted, (ii) whether all or any
part of an Option shall be accelerated upon a Change of
Control, (iii) the number of shares of Company Stock to be
covered by each Option, (iv) whether an Option shall become
vested over a period of time and when it shall be fully
vested, (v) when Options may be exercised, (vi) whether a
Disability exists, (vii) the manner in which payment will be
made upon the exercise of Options or Stock, (viii) conditions
relating to the length of time before disposition of Company
Stock received upon the exercise of Options is permitted, (ix)
whether to authorize a Participant (A) to deliver Mature
Shares to satisfy Applicable Withholding Taxes or (B) to have
the Company or appropriate Subsidiary withhold from the shares
to be issued upon the exercise of an Option the number of
shares necessary to satisfy Applicable Withholding Taxes, (x)
notice provisions relating to the sale of Company Stock
acquired under the Plan, (xi) the extent to which information
shall be provided to Participants about available tax
elections, (xii) whether Options will be granted with
Replacement Features and (xiii) any additional requirements
relating to Options that the Committee deems appropriate. The
Committee shall have the power to amend the terms of
previously granted Options that were granted by that Committee
so long as the terms as amended are consistent with the terms
of the Plan and provided that the consent of the Participant
is obtained with respect to any amendment that would be
detrimental to him or her, except that such consent will not
be required if such amendment is for the purpose of complying
with Rule 16b-3 or any requirement of the Code applicable to
the Option.
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(b) The Committee may adopt rules and regulations for
carrying out the Plan with respect to Participants. The
interpretation and construction of any provision of the Plan
by the Committee shall be final and conclusive as to any
Participant. The Committee may consult with counsel, who may
be counsel to the Employer, and shall not incur any liability
for any action taken in good faith in reliance upon the advice
of counsel.
(c) A majority of the members of the Committee shall
constitute a quorum, and all actions of the Committee shall be
taken by a majority of the members present. Any action may be
taken by a written instrument signed by all of the members,
and any action so taken shall be fully effective as if it had
been taken at a meeting.
13. Notice. All notices and other communications required
or permitted to be given under this Plan shall be in writing
and shall be deemed to have been duly given if delivered
personally or mailed first class, postage prepaid, as follows
(a) if to the Company - at the principal business address of
the Company to the attention of the Corporate Secretary of the
Company; and (b) if to any Participant - at the last address
of the Participant known to the sender at the time the notice
or other communication is sent.
14. Interpretation. The terms of this Plan shall be governed
by the laws of the Commonwealth of Virginia.
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[DESCRIPTION] American Woodmark Corporation logo is shown here.
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[DESCRIPTION] Proxy Card
AMERICAN WOODMARK CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD AUGUST 24, 1999
The undersigned hereby appoints Martha M. Dally and Daniel T. Carroll (each
with power to act alone and with power of substitution) as proxies, and
hereby authorizes them to represent and vote, as directed on the reverse side,
all the shares of Common Stock of American Woodmark Corporation held of record
by the undersigned on June 28, 1999, at the annual meeting of shareholders to
be held on August 24, 1999, and any adjournment thereof.
This proxy when properly executed will be voted in the manner directed herein
by the undersigned shareholder. If no direction is made, this proxy will be
voted FOR proposals 1, 2, 3 and 4.
(Continued and to be signed on the other side)
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Please date, sign and mail your
proxy card back as soon as possible!
ANNUAL MEETING OF SHAREHOLDERS
AMERICAN WOODMARK CORPORATION
AUGUST 24, 1999
Please Detach and Mail in the Envelope Provided
A X Please mark your votes as indicated in this example
1. ELECTION OF DIRECTORS NOMINEES: William F. Brandt, Jr.
FOR all nominees WITHHOLD C. Anthony Wainwright
listed to the AUTHORITY Martha M. Dally
right (except as to vote for James J. Gosa
indicated hereon) all nominees Daniel T. Carroll
listed to the Fred S. Grunewald
right Kent B. Guichard
Albert L. Prillaman
Kent J. Hussey
(INSTRUCTION: To withhold authority to vote for any individual nominee write
that nominee's name on the line provided below.)
2. PROPOSAL TO RATIFY THE SELECTION OF ERNST & YOUNG LLP as
independent certified public accountants of the Company.
FOR AGAINST ABSTAIN
3. To consider and vote upon the First Amendment to the Company's
Shareholder Value Plan for Employees.
4. To consider and vote upon the Company's 1999 Stock Option Plan for
Employees.
5. In their discretion the proxies are authorized to vote upon such
other business as may properly come before the meeting.
Please date, sign and return this Proxy in the enclosed envelope.
- --------------------- -----------------------------Date ------------, 1999
Signature Signature
Note: Please sign exactly as name appears above. Executors, trustees, etc.,
should so indicate when signing. If a corporation, sign in full
corporate name by authorized officer. If a partnership, sign in
partnership name by authorized person.
