SCHEDULE 14
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant[ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ X ] Preliminary Proxy Statement [ ] Confidential, For Use of
the Commission Only (as
permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
METRISA, INC.
(Name of Registrant as Specified in Its Charter)
_________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ x ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
_________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
_________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth in 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:
_________________________________________________________________
METRISA, INC.
25 WIGGINS AVENUE, BEDFORD, MA 01730-2323
February 12, 1999
Dear Stockholder:
On behalf of the Metrisa Board of Directors, I cordially invite you
to attend our Annual Meeting of Stockholders on Thursday, March 4,
1999. Information concerning the formal matters to be acted on at the
meeting is contained in the accompanying Notice of Meeting and Proxy
Statement. We are also enclosing the 1998 Annual Report along with this
Proxy Statement which describes the instrumentation and testing services
businesses of Metrisa's Tytronics, Nametre and Holometrix-Micromet
Divisions. At the Annual Meeting, we plan to discuss the results of our
operations during fiscal year 1998 and our expectations for the Company
in fiscal year 1999. We will also answer any questions you may have.
We look forward to personally greeting as many of our
shareholders as will be able to attend the meeting. Whether or not you
expect to attend the meeting, please take a moment now to complete, sign
and date the enclosed proxy and return it in the postage-paid envelope we
have provided. If you attend the meeting, you may vote in person if you
wish, even though you have previously returned your proxy, provided you
give written notice of the revocation of your proxy to the corporate
Secretary.
Thank you for your interest in Metrisa. It is appreciated. I look
forward to seeing you at our annual meeting.
Sincerely yours,
John E. Wolfe
President and Chief
Executive Officer
METRISA, INC.
25 Wiggins Avenue, Bedford, Massachusetts 01730-2323
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On March 4, 1999
Notice is hereby given that the Annual Meeting of Stockholders of
Metrisa, Inc. (the "Company") will be held on Thursday, March 4, 1999,
at 12:00 noon, at the offices of the Company, 25 Wiggins Avenue,
Bedford, Massachusetts, to consider and act upon the following matters:
1. To fix the number of directors at six and to elect six
directors to hold office for the ensuing year.
2. To consider and act upon an amendment to the
Company's Certificate of Incorporation, as
amended, to increase the number of authorized
shares of Common Stock, $.50 par value, from
2,000,000 to 4,000,000 shares.
3. To consider and act upon an amendment to the
Company's 1991 Stock Plan to increase the number
of shares of the Company's Common Stock, $.50
par value, reserved for issuance thereunder from
60,000 to 125,000 shares.
4. To approve the selection by the Board of Directors
of PricewaterhouseCoopers LLP as the Company's
independent auditors for the fiscal year ending
September 30, 1999.
5. To transact such other business as may properly
come before the meeting or any adjournments of the
meeting.
Stockholders of record of the Company as of the close of business
on January 28, 1999 are entitled to notice of and to vote at the meeting and
any adjournment thereof.
All stockholders are cordially invited to attend the meeting.
By Order of the Board of Directors
David J. Brown, Secretary
Bedford, Massachusetts
February 12, 1999
WHETHER OR NOT YOU EXPECT TO ATTEND THE
MEETING, PLEASE COMPLETE, SIGN AND DATE THE
ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED
ENVELOPE IN ORDER TO ASSURE REPRESENTATION OF YOUR
SHARES. NO POSTAGE NEED BE AFIXED IF MAILED IN THE
UNITED STATES.
METRISA, INC.
25 Wiggins Avenue, Bedford, Massachusetts 01730
PROXY STATEMENT
for
Annual Meeting of Stockholders to be held March 4, 1999
The Annual Meeting of Stockholders of Metrisa, Inc., a Delaware
corporation (the "Company"), will be held Thursday, March 4, 1999, for
the purposes set forth in the accompanying Notice of Annual Meeting.
This statement is furnished in connection with the solicitation of proxies
by the Board of Directors to be used at such meeting and at any and all
adjournments thereof and is first being sent to stockholders on or about
February 12, 1999. Any stockholder executing and returning a proxy in
the enclosed form has the power to revoke such proxy at any time prior to
the voting thereof by written notice to the Company, by executing a later
dated proxy or by appearing and voting at the meeting.
At the Annual Meeting, action is to be taken with respect to (a) the
election of a Board of Directors; (b) the proposed increase of the number
of authorized shares of Common Stock, $.50 par value, from 2,000,000 to
4,000,000 shares; (c) the proposed increase of the number of shares
reserved for issuance under the Company's 1991 Stock Plan by 65,000
shares; (d) the ratification of the selection of independent accountants; and
(e) the transaction of such other business as may properly come before the
meeting.
All shares represented at the meeting by proxies in the
accompanying form will be voted provided that such proxies are properly
signed. In cases where a choice is indicated, the shares represented will be
voted in accordance with the specifications so made. In cases where no
specifications are made, the shares represented will be voted for the
election of directors, for the increase in the number of authorized shares of
the Company's Common Stock, for the increase in the number of shares
reserved for issuance under the Company's 1991 Stock Plan and for the
ratification of the selection of independent accountants.
The Company will pay all costs of soliciting proxies in the
accompanying form. Solicitation will be made by mail, and officers and
regular employees of the Company may also solicit proxies by telephone
or personal interview. The Company expects to request brokers and
nominees who hold stock in their names to furnish this proxy material to
their customers and to solicit proxies from them, and will reimburse such
brokers and nominees for their out-of-pocket and reasonable clerical
expenses in connection therewith.
VOTING RIGHTS
The Board of Directors has fixed January 28, 1999 as the record date for
determination of stockholders entitled to vote at the Annual Meeting. At
the close of business on January 28, 1999 there were outstanding and
entitled to vote 1,022,911 shares of Common Stock of the Company.
Each share of Common Stock is entitled to one vote. A majority of the
outstanding shares of Common Stock entitled to vote will constitute a
quorum for the transaction of business at the Annual Meeting. The
affirmative vote of a plurality of the shares of Common Stock present or
represented at the meeting is required for the election of directors.
Abstentions and broker non-votes will be counted for purposes of
determining whether a quorum is present at the meeting, however, an
abstention from voting or a broker non-vote has no effect on the election
of directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth as of January 1, 1999, to the
knowledge of the Company, the ownership of the Company's 1,022,911
outstanding shares of Common Stock by (i) each person who is known by
the Company to own of record or beneficially more than five percent (5%)
of the outstanding shares of the Company's Common Stock, (ii) each of
the Company's Directors and executive officers, and (iii) all Directors and
officers as a group. Except as otherwise indicated, to the knowledge of
the Company, the stockholders listed below have sole voting and
investment power with respect to the shares indicated.
Name and Address Number of Shares Percentage
of Beneficial Owner Beneficially Owned of Class(1)
Bantam Group, Inc.(2) 102,915 9.5%
50 Bay Colony Drive
Westwood, MA 02090
Corning Partners II, L.P.(3) 64,793 6.0%
Joseph J. Caruso(4) 130,684 11.9%
Linda E. Dousis(5) 39,077 3.8%
Joaquim S.S. Ribeiro(6) 41,460 3.9%
Emile Sayegh(7) 102,561 9.9%
Sirrom Investments, Inc.(8) 143,738 12.3%
Edward J. Stewart, III(9) 124,645 12.0%
Salvatore J. Vinciguerra(8) 5,000 *
John E. Wolfe(10) 172,460 16.3%
All Officers and Directors
as a group (10 persons) 665,011 54.4%
*Less than 1%
(1)Pursuant to the rules of the Securities and Exchange Commission, shares
of Common Stock which an individual or group has a right to acquire
within 60 days of this statement pursuant to the exercise of presently
exercisable or outstanding options, warrants or conversion privileges are
deemed to be outstanding for the purpose of computing the percentage
ownership of such individual or group, but are not deemed to be
outstanding for the purpose of computing the percentage ownership of any
other person shown in the table.
(2)Joseph J. Caruso, a Director of the Company, is also President of
Bantam Group, Inc., and has sole voting and investment power with
respect to the 102,915 shares of Common Stock beneficially owned by
Bantam Group, Inc.
(3)Mr. Stewart is the managing general partner of the general partner of
Corning Partners II, L.P.
(4)Stated shares include 102,915 shares of Common Stock owned of record
by Bantam Group, Inc. 74,851 shares of Common Stock beneficially
owned by Mr. Caruso are issuable upon the exercise of currently
outstanding stock options or warrants.
(5)900 shares of Common Stock beneficially owned by Ms. Dousis are
issuable upon the exercise of currently outstanding stock options.
(6)18,884 shares of Common Stock beneficially owned by Mr. Ribeiro are
issuable upon the exercise of currently outstanding stock options or
warrants.
(7)10,000 shares of Common Stock beneficially owned by Mr. Sayegh are
issuable upon the exercise of currently outstanding stock options.
(8)Issuable upon the exercise of currently outstanding stock options or
warrants.
(9)Of the 124,645 shares of Common Stock beneficially owned by Mr.
Stewart, 64,793 shares and 41,653 shares, respectively, are owned of
record by Corning Partners II, L.P. and Corning Partners III, L.P. Mr.
Stewart is the managing general partner of the general partner of Corning
Partners II, L.P. and Corning Partners III, L.P. Includes 8,942 shares of
Common Stock issuable upon the exercise of currently outstanding
warrants or options.
(10)Of the 172,460 shares of Common Stock beneficially owned by Mr.
Wolfe, 31,869 shares are issuable upon the exercise of currently
outstanding stock options or warrants.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), requires the Company's directors and officers, and
persons who own more than 10% of a registered class of the Company's
equity securities, to file initial reports of ownership and reports of changes
in ownership with the Securities and Exchange Commission (the "SEC").
Such persons are required by SEC regulations to furnish the Company
with copies of all Section 16(a) forms they file. Each of Joseph J. Caruso,
Edward J. Stewart, III, John A. Hanna, Jr., Joaquim S.S. Ribeiro, Emile
Sayegh and John E. Wolfe inadvertently failed to timely file a Form 5 for
a single transaction relating to the fiscal year ended September 30, 1998.
The information set forth above is based solely on the Company's review
of the copies of such forms received by it or written representations from
certain reporting persons.
PROPOSAL ONE
ELECTION OF DIRECTORS
The persons named in the proxy will vote, as permitted by the By-
laws of the Company, to fix the number of directors at six and to elect as
directors the six nominees named below, unless authority to vote for the
election of directors is withheld by marking the proxy to that effect or the
proxy is marked with the names of directors as to whom authority to vote
is withheld. The proxy may not be voted for more than six directors.
Messrs. Caruso, Ribeiro, Sayegh, Stewart, Wolfe and Vinciguerra are
presently directors of the Company.
Each director will be elected to hold office until the next annual
meeting of stockholders and until his successor is elected and qualified. If
a nominee becomes unavailable, the person acting under the proxy may
vote the proxy for the election of a substitute. It is not presently
contemplated that any of the nominees will be unavailable.
The following table sets forth the name of each nominee and the
positions and offices held by him, his age, the year in which he became a
director of the Company, his principal occupation and business experience
for the last five years, the names of other companies in which he serves as
a director and the number of shares of Common Stock of the Company
which he reported were beneficially owned by him as of January 1, 1999:
Common Stock
Name, Age, Principal Beneficially Percentage of
Occupation, Business Experience Owned Directly Common Stock
and Directorships or Indirectly Outstanding
Joseph J. Caruso, age 55 130,684(1) 11.9%
Mr. Caruso joined the Company as a
Director in 1994, and was engaged
by the Company as Acting President
from June 1993 until January 1995.
Mr. Caruso is also President of
Bantam Group, Inc. ("Bantam"), a
business advisory organization
founded in 1986. He has twenty
years of general management,
marketing, and financial experience
in several high technology
companies, including marketing,
manufacturing, and financial roles at
Teradyne, Inc., a manufacturer of
automatic test systems, corporate
planning at Autex, Inc., a provider
of block trading information for
brokers and institutions, and
President and CEO of Cyborg
Corporation, a supplier of laboratory
and factory automation systems. In
recent years, he has served as
interim CEO for companies in need
of strategic change and has served
as personal advisor to numerous
company presidents. Mr. Caruso is
presently a member of the board of
directors of Micro E Corp., ACT
Medical, Inc., Zentox Corp. and
Boston Restaurant Associates. Mr.
Caruso holds a B.S. in Electrical
Engineering from Northeastern
University and a Master of Business
Administration degree from the
Harvard Business School.
Joaquim S. S. Ribeiro, age 62 41,460(2) 3.9%
Mr. Ribeiro joined the Company as
a Director in 1994, and is a self-
employed management consultant.
In 1992 and 1993, he served as vice-
chairman of Multibank Financial
Corp., a public bank holding
company now part of BankBoston,
and also as director and interim
president of HMO Central
Massachusetts Health Care, now
part of Healthsource/Cigna
Healthcare. From 1989 to 1992, he
served as general manager of the
law firm of Bowditch & Dewey,
LLP. Mr. Ribeiro holds a B.S. in
Aeromechanics from Worcester
Polytechnic Institute and an M.B.A.
in Economics and Finance from
Clark University.
Emile Sayegh, age 44 102,561(3) 9.9%
Mr. Sayegh is one of the original
founders of Tytronics Incorporated
and has twenty years of combined
experience in both research and
product development. He has
personally directed and designed
many successful products in the
field of laboratory and process
instrumentation. Previously, he was
employed by Orion Research as
project leader and principal
engineer. Mr. Sayegh holds a
Bachelor's Degree in Mechanical
Engineering from the College of
Arts and Sciences, Lebanon, a B.S.
in Electrical Engineering from
Northeastern University and has
done graduate studies in Computer
Science.
Edward J. Stewart, III, age 52 124,645(4) 12.0%
Mr. Stewart served as a Director of
the Company from 1988 through
1996. Since 1994, Mr. Stewart has
served as general partner of Kestrel
Venture Management, a venture
capital firm, and from 1983 to 1994
Mr. Stewart served as the President
of Corning Capital Corporation, a
venture capital firm, and was
formerly president of GWI Leasing
Corporation from 1980 to 1983.
Mr. Stewart also serves on the board
of directors of approximately ten
other companies. Mr. Stewart holds
a Master of Business Administration
degree from Harvard Business
School and an Administrative
Studies degree from Yale
University.
Salvatore J. Vinciguerra, age 60 5,000(5) *
Mr. Vinciguerra has been a Director
of the Company since February of
1995. He has been President and
CEO of Goddard Industries, Inc.
since October of 1998. Prior to that
he was President and Chief
Operating Officer of FerroFluidics
Corporation from January of 1995
until June 1996 when he was
appointed Chief Executive and
director. From 1991 until 1994, Mr.
Vinciguerra served as President and
Chief Executive Officer of Staveley,
Inc., the U. S. operating arm of
Staveley Industries, plc. From 1985
until 1989, he served as President
and Chief Operating Officer of
Instron Corporation, which he
initially had joined in 1969. Mr.
Vinciguerra is also a member of the
board of directors of Lytron
Corporation, Saphikon Corporation
and the Japan Society of Boston.
Mr. Vinciguerra holds a B.S. in
Engineering from Princeton
University and a Master of Business
Administration degree from the
Harvard Business School.
John E. Wolfe, age 60 172,460(6) 16.3%
Mr. Wolfe joined the Company as a
Director in November 1994 and was
elected President and Treasurer of
the Company in February 1995.
From 1987 to May 1998, Mr. Wolfe
was also President and Chief
Executive Officer and a director of
Tytronics Incorporated, the
Company's former parent company.
Previously, Mr. Wolfe was
employed by EG&G's Fluid
Components Technology Group,
serving as Senior Vice President,
Western Hemisphere Operations,
and Vice President and General
Manager, Engineered Products
Division. Mr. Wolfe is also a
Director of Colorado MEDtech, in
Boulder, Colorado, a publicly held
medical products company. He is
on the Board of Trustees of Bryant
College in Smithfield, Rhode Island,
and was recently Chairman of that
Board. Mr. Wolfe was also a past
member of the Executive
Committee of the M.I.T. Enterprise
Forum. Mr. Wolfe holds a B.S. in
Electrical Engineering from
Worcester Polytechnic Institute, an
S.M., as a Sloan Fellow, from the
Massachusetts Institute of
Technology, and he has completed
the Advanced Management Program
at the Harvard Business School.
____________________
(1)Stated shares include 102,915 shares of Common Stock owned of record
by Bantam Group, Inc. Mr. Caruso is President of Bantam Group, Inc.
and has sole voting and investment power with respect to the 102,915
shares of Common Stock owned by Bantam Group, Inc. 74,851 shares of
Common Stock beneficially owned by Mr. Caruso are issuable upon the
exercise of currently outstanding stock options or warrants.
(2)18,884 shares of Common Stock beneficially owned by Mr. Ribeiro are
issuable upon the exercise of currently outstanding stock options or
warrants.
(3)10,000 shares of Common Stock beneficially owned by Mr. Sayegh are
issuable upon the exercise of currently outstanding stock options.
(4)Of the 124,645 shares of Common Stock beneficially owned by Mr.
Stewart, 64,793 shares and 41,653 shares, respectively, are owned of
record by Corning Partners II, L.P. and Corning Partners III, L.P. Mr.
Stewart is the managing general partner of the general partner of Corning
Partners II, L.P. and Corning Partners III, L.P. Includes 8,942 shares of
Common Stock issuable upon the exercise of currently outstanding
warrants or options.
(5)Issuable upon the exercise of currently outstanding stock options or
warrants.
(6)Of the 172,460 shares of Common Stock beneficially owned by Mr. Wolfe,
31,869 shares are issuable upon the exercise of currently outstanding
stock options or warrants.
*Less than 1%.
Information as to Other Executive Officers
Executive officers are elected by the Board of Directors and hold
office until their successors are chosen and qualified, subject to earlier
removal by the Board of Directors. During fiscal 1998, the following
individuals served as executive officers of the Company other than those
executive offices who also served as directors:
Common Stock
Name, Age, Principal Beneficially Percentage of
Occupation, Business Experience Owned Directly Common Stock
and Directorships or Indirectly Outstanding
Linda E. Dousis, age 50 39,077(1) 3.8%
Ms. Dousis has been Vice President
and Operations Manager of the
Company since May of 1998. Ms.
Dousis was first engaged by
Nametre, a former subsidiary of the
Company, in 1984 as a management
consultant. In 1985, she joined
Nametre in the position of General
Manager, and was promoted to
President of Nametre in 1990. From
1976 to 1983, Ms. Dousis was Vice
President Finance/Administration/Systems
and Secretary/Treasurer of
Rheometrics, Inc., where she was
responsible for finance,
management information systems,
and personnel. Ms. Dousis was also
responsible for the establishment
and operations of Rheometrics,
GmbH, a wholly owned subsidiary
of Rheometrics, Inc., as well as the
West Coast office of Rheometrics,
Inc. Ms. Dousis' experience also
includes five years with Schoeffel
Instrument Corp. a manufacturer of
liquid chromatography
instrumentation, and industrial sales
experience.
John A. Hanna, Jr., age 57 9,256(2) *
Mr. Hanna joined the Company as
Chief Financial Officer in August,
1997. He was elected Treasurer in
December 1997. Previously, Mr.
Hanna was Chief Financial Officer
for the Danis Group from 1996 to
1997. Prior to 1996, Mr. Hanna was
Treasurer of Alpha Industries, Inc.
from 1978 to 1996. Mr. Hanna
holds a B.S. in Electrical
Engineering from Tufts University,
an M.ENG. in Electrical
Engineering from Yale University,
and an MBA in Finance from
Boston University.
Richard Mannello, age 41 12,000(2) 1.2%
Mr. Mannello joined the Company
as Director, Marketing, Sales and
Engineering in November 1995. He
was elected Vice President and
General Manager in November
1996. Previously Mr. Mannello was
Manager of Marketing at Loral
Infrared and Imaging Systems from
1990 to 1995. Prior to 1990, Mr.
Mannello was Manager of
Marketing for Honeywell Electro-
Optics Division. Mr. Mannello
holds a Master of Business
Administration from Boston
University and a B.S. in Optics from
the University of Rochester Institute
of Optics.
Eric F. Mooney, age 67 27,868(2) 2.7%
Dr. Mooney joined the Company as
Vice President in May of 1998. Dr.
Mooney has over 40 years'
experience in the field of process
analyzers in the chemical and water
industries. His experience includes
work at Imperial Chemical
Industries, Ltd., Managing and
Technical Director of Anacon
Instruments Ltd., Director of
Anacon, GmbH, and Corporate
Technical Director of Anacon, Inc.
Dr. Mooney formed and was
President of Special Analysis
Corporation until joining Tytronics
(the former parent of the Company)
in 1990. His academic positions
include Senior Lecturer in
Instrument Spectroscopy at the
University of Birmingham. Dr.
Mooney is the author of over 200
published papers and is a Senior
Member of the Instrument Society
of America, a Fellow of the Royal
Institute of Chemistry, a Fellow of
the American Chemical Society, and
Vice Chairman of CITAC
(Committee for Traceability in
Analytical Chemistry). He holds a
B.Sc. & Ph.D. from the University
of London in the UK and a D.Sc.
from the University of Birmingham
in the UK.
____________________
(l)900 shares of Common Stock beneficially owned by Ms. Dousis are
issuable upon the exercise of currently outstanding stock options.
(2)Issuable upon the exercise of currently outstanding stock options.
*Less than 1%.
Board Meetings and Committees of the Board
The Board of Directors met four times during fiscal 1998. No
director attended fewer than 75% of the total number of meetings of the
Board and Committees on which such director served.
Audit Committee
Messrs. Ribeiro and Vinciguerra constitute the membership of the
Board's Audit Committee, which met one time during fiscal year 1998.
The Audit Committee (1) recommends to the Board of Directors the firm
of independent accountants which is to be engaged to audit the books of
account and other corporate records of the Company, (2) reviews with the
independent accountants the scope of their audit with particular emphasis
on the areas to which either the Committee or the independent accountants
believe special attention should be directed, (3) reviews the
recommendations of the independent accountants regarding internal
controls and other matters, and (4) makes reports, whenever deemed
advisable, to the Board of Directors with respect to the internal control and
accounting practices of the Company.
Compensation Committee
Messrs. Caruso and Stewart constituted the membership of the
Board's Compensation Committee during fiscal 1998. The Compensation
Committee met one time during fiscal year 1998. The Compensation
Committee reviews and recommends changes in the salaries of officers
and employees, and advises upon the compensation and stock option plans
in which the directors, officers and employees of the Company are eligible
to participate.
Board of Directors Compensation
During fiscal 1998, the Company did not pay directors for their
Board or Committee services, however, the Company pays non-employee
directors the sum of $750.00 per meeting attended in lieu of expense
reimbursement associated with attending directors' meetings. In addition,
non-employee directors have in the past been granted options to purchase
shares of the Company's Common Stock. No such options were granted
during fiscal year 1998. In November of 1999, each of Joaquim S.S.
Ribeiro, Edward J. Stewart, III and Salvatore J. Vinciguerra were granted
options to purchase 2,000 shares of the Company's Common Stock at an
exercise price of $1.80 per share. Such options vest over a period of three
years and are exercisable for ten years from the date of grant.
<TABLE>
Executive Compensation
The following table sets forth certain information with respect to
the annual and long-term compensation for services in all capacities to the
Company for the fiscal years ended September 30, 1998, September 30,
1997 and September 30, 1996, of those persons who were (i) the
Company'' Chief Executive Officer during the fiscal year ended September
30, 1998, and (ii) other executive officers of the Company as of September
30, 1998, who received total cash and bonus compensation in excess of
$100,000 (the "Named Officers") during fiscal year 1998.
Securities
<CAPTION> Underlying
Name and Other Restricted All Other
Principal Salary BONUS Compensation Stock Options/SARs Compensation
Position Year ($) ($) ($) Award (#) ($)
<S> <C> <C> <C> <C> <C> <C> <C>
John E. Wolfe 1998 140,171 6,000 n/a n/a n/a n/a
President, CEO
Richard Mannello 1998 94,312 n/a n/a n/a n/a n/a
Vice President and
General Manager
Emile Sayegh 1998 99,945 5,500 n/a n/a n/a n/a
Vice President
Linda Dousis 1998 112,500 16,050 n/a n/a n/a n/a
Vice President and
Operations Manager
John E. Wolfe 1997 36,000 n/a n/a n/a n/a n/a
President, CEO
and Treasurer
Richard Mannello 1997 111,478 500 n/a n/a 6,000(1) n/a
Vice President and
General Manager
John E. Wolfe 1996 52,200 n/a n/a n/a n/a n/a
President, CEO
and Treasurer
(1) Represents the grant of options to purchase shares of the Company's
common stock which vest over a period of four years from the date of
grant.
</TABLE>
The following table sets forth information concerning option
exercises during fiscal 1998 and the value of unexercised options as of
September 30, 1998. No options were granted and no options were
exercised during fiscal year 1998 by any of the Named Officers in the
compensation table.
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
$Value of
# of Unexercised Unexercised
Options at Options at
# Shares $ Sept. 30, 1998 Sept. 30, 1998
Acquired Value (Exercisable/ (Exercisable/
Name on Exercise Realized Unexercisable) Unexercisable)(1)
John E. Wolfe 0 0 17,885/17,885 0
Richard Mannello 0 0 6,000/6,000 0
Emile Sayegh 0 0 7,868/7,868 0
Linda Dousis 0 0 0 0
____________________
(1)Value is based on the difference between option exercise price and the
fair market value at fiscal 1998 year-end, multiplied by the number of
shares underlying the option.
INTEREST OF MANAGEMENT AND OTHERS IN
CERTAIN TRANSACTIONS AND RELATIONSHIPS
The Company and Bantam Group, Inc. are parties to a consulting
agreement which continues month-to-month unless terminated by either
party on thirty days' notice. Pursuant to this agreement, Bantam was paid
$5,000 per month for the fiscal years 1998 and 1997. Mr. Caruso, a
Director of the Company, is president of Bantam.
Effective September 30, 1998, the Company entered into a Loan
Agreement (the "Loan Agreement") with Sirrom Investments, Inc.
("Sirrom") pursuant to which the Company borrowed $2,000,000 from
Sirrom pursuant to a Secured Promissory Note. In connection with the
Loan Agreement, the Company issued a stock purchase warrant to Sirrom
to purchase an aggregate of 143,738 shares of the Company's Common
Stock at an exercise price of $.50 per share. The warrant will expire if
unexercised on October 31, 2003.
PROPOSAL TWO
APPROVAL OF AMENDMENT TO THE COMPANY'S
CERTIFICATE OF INCORPORATION
The Company's Certificate of Incorporation, as amended, presently
provides that the Company is authorized to issue 12,000,000 shares of
capital stock, of which 2,000,000 shares are designated Common Stock,
$.50 par value per share, and 10,000,000 are designated Preferred Stock,
$.01 par value per share. As of January 1, 1999, there were (i) 1,022,911
shares of the Company's Common Stock outstanding, (ii) 690,920 shares
reserved for future issuance upon the exercise of options and warrants,
including under the Company'' 1991 Stock Plan, (iii) no shares held in
treasury and (iv) no shares of preferred stock outstanding. All outstanding
shares of the Company's Common Stock are fully paid and nonassessable
and the holders thereof are entitled to one vote for each share held. The
Corporation is proposing to increase the number of shares of authorized
Common Stock by 2,000,000 shares to an aggregate of 4,000,000 shares.
If the increase in authorized shares is approved, the additional
shares of the Company's Common Stock would be available for use in
acquisitions, for sale in public offerings, for stock dividends, for issuance
pursuant to stock options and other rights to purchase or receive shares
and for any other purpose for which shares of common stock may be
issued under the laws of the State of Delaware. The Company has no
immediate plans for the issuance of any of its authorized but unissued and
unreserved shares of its Common Stock. To effect the increase in
authorized shares, the Company would file an amendment to its Certificate
of Incorporation with the Delaware Secretary of State.
The Company's Board believes that approval of the increase in the
authorized shares is in the best interest of the Company's stockholders
because it would facilitate the Company's business and financial purposes
in the future without the necessity of delaying such activities for further
stockholder approvals, except as may be required in a particular case by its
charter documents, applicable law, or the rules of any stock exchange or
other system on which the Company's Common Stock may be listed.
The authorization of additional shares of the Company's Common
Stock could make more difficult, and thereby discourage, attempts to
acquire control of the Company and thereby discourage a third party from
attempting to do so. For example, such additional shares could be used to
dilute the stock ownership of parties seeking to obtain control of the
Company, to increase the total amount of consideration necessary for a
party to obtain control, or to increase the voting power of friendly third
parties. These uses could have the effect of making it more difficult for a
third party to remove incumbent management or to accomplish a given
transaction, even if such actions would generally be beneficial to
shareholders. The Company's Board of Directors has concluded, however,
that the advantages of the additional authorized shares outweigh any
potential disadvantages. Assuming the proposed increase is approved by
the stockholders, the Company has no present intention to use the
additional shares to deter takeovers.
The affirmative vote of a majority of the shares of the Company's
Common Stock outstanding is necessary to approve the increase in
authorized shares. Votes cast by proxy or in person at the Company's
Annual Meeting will be counted by persons appointed by the Company to
act as election inspectors for the meeting. Because the increase in
authorized shares must receive the affirmative vote of a majority of the
Company's outstanding Common Stock, abstentions and broker non-votes
will have the effect of a vote against the proposal. Shares represented by
proxies in the form enclosed, if properly executed and returned and not
revoked, will be voted as specified, but where no specification is made,
the shares will be voted in favor of the proposal.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR
PROPOSAL NO.2.
PROPOSAL THREE
APPROVAL OF INCREASE IN NUMBER OF SHARES
AUTHORIZED FOR ISSUANCE UNDER 1991 STOCK PLAN
Under the Company's 1991 Stock Plan (the "1991 Plan"), an
aggregate of 60,000 shares of Common Stock have been reserved for
issuance. The Company is presently seeking to increase the aggregate
number of shares available for grants of options under the 1991 Plan from
60,000 to 125,000.
Management believes that additional shares of Common Stock are
needed for issuance under the 1991 Plan so that sufficient awards can
continue to be made to attract, retain and motivate key employees of the
Company. As of January 1, 1999, taking into account this proposal to
increase the number of shares available for grants, there were 15,072
remaining shares available for future option grants under the 1991 Plan.
On March 26, 1991, the Board of Directors adopted the 1991 Stock
Plan (the "1991 Plan"), which was approved by the stockholders on March
25, 1992. The purpose of the 1991 Plan is to provide incentives to
officers, directors, employees and consultants of the Company. Under the
1991 Plan, officers and employees of the Company may be granted
"incentive stock options" ("ISO" or "ISOs"). Directors, officers,
employees and consultants of the Company may be granted options which
do not qualify as ISOs ("Non-Qualified Option" or "Non-Qualified
Options") and, in addition, such persons may be granted awards of stock
in the Company ("Awards") and opportunities to make direct purchases of
stock in the Company ("Purchases"). Options, Awards and Purchases are
referred to as "Stock Rights".
The 1991 Plan is administered by the Compensation Committee
("Committee"), currently consisting of Messrs. Stewart and Caruso. Mr.
Caruso is a former executive officer of the Company. Subject to the terms
of the 1991 Plan, the Committee has the authority to determine the persons
to whom Stock Rights shall be granted (subject to certain eligibility
requirements for grants of ISOs), the number of shares covered by each
such grant, the exercise or purchase price per share, the time or times at
which Stock Rights shall be granted, and other terms and provisions
governing the Stock Rights, as well as the restrictions, if any, applicable to
shares of Common Stock issuable upon exercise of Stock Rights. The
Committee also has the authority to determine the duration and vesting
rate of each option and whether restrictions such as repurchase rights of
the Company are to be imposed on shares of stock subject to Stock Rights.
The Committee has the authority to interpret the 1991 Plan and to
prescribe and rescind regulations pertaining to it.
ISOs under the 1991 Plan may be granted to any employee of the
Company. As of September 30, 1998, the Company had 51 employees.
Only those officers and directors of the Company who are employees may
be granted ISOs under the 1991 Plan. In no event may the aggregate fair
market value (determined on the date of grant of an ISO) of Common
Stock for which ISOs granted to any employee are exercisable for the first
time by such employee during any calendar year (under all stock option
plans of the Company) exceed $100,000. Otherwise, there is no restriction
as to the maximum or minimum amount of options an employee may
receive. Non-Qualified Options, awards and purchases may be granted to
any director, officer, employee or consultant of the Company, other than
members of the Committee.
The exercise price per share of ISOs granted under the 1991 Plan
cannot be less than the fair market value per share of the Common Stock
on the date of grant, or, in the case of ISOs granted to employees holding
more than 10% of the total combined voting power of all classes of stock
of the Company, 110% of the fair market value per share of the Common
Stock on the date of grant. The exercise price per share of Non-Qualified
Options granted under the 1991 Plan cannot be less than the lesser of the
book value per share of Common Stock as of the end of the preceding
fiscal year, or 50% of the fair market value per share of Common Stock on
the date of grant.
The 1991 Plan requires that each option shall expire on the date
specified by the Committee, but not more than ten years from its date of
grant in the case of ISOs and ten years and one day in the case of Non-
Qualified Options. However, in the case of any ISO granted to an
employee owning more than 10% of the total combined voting power of
all classes of stock of the Company, such ISO shall expire on the date
specified by the Committee, but not more than five years from its date of
grant.
Stock Rights granted under the 1991 Plan provide for full payment
of the purchase price therefor either (a) in United States dollars in cash or
by check, or (b) at the discretion of the Committee, through delivery of
shares of Common Stock having a fair market value equal to, as of the
date of the exercise, the cash exercise price of the Stock Right, or (c) at the
discretion of the Committee, by delivery of the grantee's personal recourse
note bearing interest payable not less than annually at no less than 100%
of the lowest applicable Federal rate, as defined in Section 1274(d) of the
Internal Revenue Code of 1986, as amended (the "Code"), or (d) at the
discretion of the Committee, by any combination of (a), (b) and (c) above.
By allowing at the discretion of the Committee, payment of the exercise
price by delivering shares of the Company, the 1991 Plan permits the
"pyramiding" of shares. Pyramiding occurs when the option holder in a
series of successive transactions uses the shares received upon the prior
exercise of an option to purchase additional shares under further
outstanding options. A participant can thereby substantially increase his
equity ownership in the Company without a significant contribution.
The 1991 Plan authorizes the grant of Stock Rights to acquire
125,000 shares of Common Stock. Pursuant to the terms of the 1991 Plan,
shares subject to options which for any reason expire or are terminated
unexercised as to such shares may again be the subject of a grant under the
1991 Plan.
No options or rights were granted under the 1991 Plan during the
1998 fiscal year and no options were canceled during fiscal 1998. As of
January 1, 1999, options to purchase 109,928 shares of Common Stock
were issued and unexercised and had been granted under the 1991 plan,
and no options granted under the 1991 Plan had been exercised.
In addition, the Company has outstanding certain options which
were originally granted to former directors and a consultant of Tytronics
Incorporated, the former parent of the Company. These options were
converted into options to purchase shares of the Company's Common
Stock in connection with the reorganization of the Company and are not
subject to the 1991 Plan. These options include an option to purchase
18,512 shares of Common Stock held by each of Joseph J. Caruso, a
director of the Company and a former director of Tytronics Incorporated,
and Bantam Group, Inc. and an option to purchase 4,628 shares of the
Company's Common Stock held by Alan Robertson, a former director of
Tytronics Incorporated.
The following table sets forth information with respect to the
options granted pursuant to the 1991 Plan through January 1, 1999:
1991 Stock Option Plan
Option Grant Summary(1)
Number of
Name Options Granted
John E. Wolfe 17,985
John A. Hanna, Jr. 9,256
Richard Mannello 12,000
Linda E. Dousis 900
Emile Sayegh 10,000
Eric Mooney 27,868
Executive Officers, as a Group 78,009
Non-Executive Directors, as a Group 12,000
Non-Executive Employees, as a Group 19,909
______________
(1)Excludes an option to purchase 18,512 shares of Common Stock granted
to Joseph J. Caruso, a Director of the Company, and an option to
purchase 18,512 shares of Common Stock granted to Bantam Group, Inc.
which were not granted pursuant to the 1991 Stock Option Plan. Mr.
Caruso is the President of Bantam Group, Inc. and has sole voting and
investment power with respect to such shares.
Federal Tax Effects. The following general summary of federal
income tax consequences under the Code, based on the law as currently in
effect, does not purport to be a complete description of federal or other tax
aspects of the 1991 Plan. Moreover, the following summary does not
discuss possible foreign, state, estate or other tax consequences.
Incentive Stock Options. Neither the grant nor, in general, the
exercise of an incentive stock option produces taxable ordinary income to
the employee or a deduction to the Company. However, upon exercise of
an incentive stock option, the participant's "alternative minimum taxable
income" will be increased, generally by the excess of the fair market value
of the shares at time of exercise over the option price, and the employee
may be required to pay the alternative minimum tax ("AMT"). Any AMT
attributable to the exercise of an incentive stock option may be applied as
a credit against the participant's regular tax liability in subsequent years,
subject to certain limitations.
If the participant does not dispose of stock received upon the
exercise of an incentive stock option within two years from the date the
option was granted or within one year after the date of exercise, any later
sale of the shares will result in a long-term capital gain or loss. However,
if shares received upon exercise of an incentive stock option are disposed
of before these holding period requirements have been satisfied (a
"disqualifying disposition"), the participant will realize ordinary income,
and the Company will be entitled to a deduction, equal in general to the
difference between the option price and the value of the shares on the date
of exercise. In the case of a disqualifying disposition that is a sale with
respect to which loss (if sustained) would be recognized, the amount of
ordinary income will not exceed the excess of the amount realized on such
sale over the adjusted basis for the stock. A disqualifying disposition of
shares acquired upon exercise of an incentive stock option that occurs in
the same taxable year of the participant as the date his or her AMT income
was increased by reason of such exercise will eliminate the AMT effect, if
any, of such exercise.
In the event a participant pays the option price of an incentive
stock option by surrendering shares of previously owned stock, the
surrender will not, in general, result in the recognition of gain. However,
the exercise of an incentive stock option by the surrender of shares which
were themselves acquired by the participant upon exercise of an incentive
stock option will be a disqualifying disposition of the surrendered shares if
it takes place within two years after the grant or one year after the exercise
of the incentive option pursuant to which the surrendered shares were
acquired.
Incentive stock options granted pursuant to the 1991 Plan are
treated for tax purposes as non-statutory options (see below) to the extent
that the aggregate fair market value of Common Stock with respect to
which such options are exercisable for the first time by an individual
during any calendar year exceeds $100,000. For purposes of the
preceding sentence, incentive stock options under all option plans of the
Company and its subsidiaries are aggregated, and fair market value is
determined as of the time of grant of the option.
Non-Statutory Stock Options. The grant of a non-statutory stock
option does not produce taxable income to the employee or a deduction to
the Company. When a participant exercises a non-statutory stock option,
he or she realizes, for federal income tax purposes, ordinary income,
subject to withholding, in the amount of the difference between the option
price and the then-market value of the shares, and the Company is entitled
to a corresponding deduction (subject to satisfying its obligation to
withhold with respect to such income). The tax is due regardless of
whether the optionee sells the stock acquired upon exercise of the option.
If a participant exercises a non-statutory stock option in whole or
in part by surrendering previously acquired stock (whether acquired upon
exercise of an incentive or non-statutory stock option or otherwise), no
gain or loss is recognized on the exchange of the previously acquired
shares for an equivalent number of new shares.
Restricted Stock Purchases And Stock Awards. Restricted stock
purchase rights and stock awards granted under the Plan generally have
the following federal income tax consequences:
Upon acquisition of the Common Stock, the recipient normally
will recognize taxable ordinary income equal to the excess of the Common
Stock's fair market value over the purchase price, if any. However, to the
extent the Common Stock is subject to certain types of vesting restrictions,
the taxable event will be delayed until the vesting restrictions lapse unless
the recipient elects to be taxed on receipt of the Common Stock. With
respect to employees, the Company is generally required to withhold from
regular wages or supplemental wage payments an amount based on the
ordinary income recognized. Generally, the Company will be entitled
(subject to the requirement of reasonableness, the provisions of Section
162(m) of the Code and the satisfaction of a tax reporting obligation) to a
business expense deduction equal to the taxable ordinary income realized
by the recipient. Upon disposition of the Common Stock, the recipient
will recognize a capital gain or loss equal to the difference between the
selling price and the sum of the amount paid for such Common Stock, if
any, plus any amount recognized as ordinary income upon acquisition (or
vesting) of the Common Stock. Such gain or loss will be long-term or
short-term depending on how long the Common Stock was held. Slightly
different rules may apply to recipients who are subject to Section 16(b) of
the Exchange Act.
Potential Limitation On Company Deductions. Section 162(m) of
the Code denies a deduction to any publicly held corporation for
compensation paid to certain "covered employees" in a taxable year to the
extent that compensation exceeds $1 million for a covered employee. It is
possible that compensation attributable to Stock Awards granted in the
future under the Plan, when combined with all other types of
compensation received by a covered employee from the Company, may
cause this limitation to be exceeded in any particular year.
Certain kinds of compensation, including qualified "performance-
based compensation," are disregarded for purposes of the deduction
limitation. In accordance with Treasury regulations issued under Section
162(m) of the Code, compensation attributable to stock options will
qualify as performance-based compensation, provided that: (i) the stock
award plan contains a per-employee limitation on the number of shares for
which stock options and stock appreciation rights may be granted during a
specified period; (ii) the per-employee limitation is approved by the
stockholders; (iii) the award is granted by a compensation committee
comprised solely of "outside directors"; and (iv) the exercise price of the
award is no less than the fair market value of the stock on the date of
grant. Stock bonuses qualify as performance-based compensation under
the Treasury regulations only if: (i) the award is granted by a
compensation committee comprised solely of "outside directors"; (ii) the
award is earned (typically through vesting) only upon the achievement of
an objective performance goal established in writing by the compensation
committee while the outcome is substantially uncertain; (iii) the
compensation committee certifies in writing prior to the earning of the
awards that the performance goal has been satisfied; and (iv) prior to the
earning of the award, stockholders have approved the material terms of the
award (including the class of employees eligible for such award, the
business criteria on which the performance goal is based, and the
maximum amount (or formula used to calculate the amount) payable upon
attainment of the performance goal.
Special Rules Applicable To Executive Officers And Directors.
The tax rules described above are subject to modification in the case of
optionees subject to the so-called "short-swing profit" rules of Section
16(b) of the Securities Exchange Act of 1934, as amended ("Restricted
Parties"). In the case of an option exercised by a Restricted Party within
six months of the date of grant of the option, the ordinary income (or
increase AMT income, in the case of an ISO) associated with exercise will
in general be recognized six months following the date of grant and will
be measured by the excess (if any) of the fair market value of the shares
over the option price at that time, rather than being recognized and
measured at time of exercise. Any deduction available to the Company in
connection with the exercise will be similarly deferred. However, a
Restricted Party exercising an option within six months of the date of the
option grant may elect under Section 83(b) of the Code to have the income
associated with exercise measured and taken into account at that time. An
election under Section 83(b) of the Code must be made not later than 30
days after exercise and must satisfy certain other requirements.
An affirmative vote of a majority of the shares present, in person
or by proxy, and entitled to vote at the Meeting, is required to approve the
amendment to the 1991 Plan.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE
FOR PROPOSAL NO. 3.
PROPOSAL FOUR
APPROVAL OF AUDITORS
The Board of Directors has selected the firm of
PricewaterhouseCoopers LLP, independent public accountants, as auditors
of the Company for the fiscal year ending September 30, 1999, and is
submitting the selection to stockholders for approval. Representatives of
PricewaterhouseCoopers LLP are expected to be present at the Annual
Meeting of Stockholders. They will have an opportunity to make a
statement if they desire to do so and will also be available to respond to
appropriate questions from stockholders.
On September 24, 1998, the Company dismissed its former
independent accountants, BDO Seidman, LLP ("BDO"). BDO's reports
on the financial statements of the Company prepared during the last two
years, did not contain an adverse opinion or disclaimer of opinion and
were not qualified or modified in any respect. The Company did not have
any disagreements with BDO. The Board of Directors of the Company
approved BDO's dismissal. On September 24, 1998, the Company
engaged PricewaterhouseCoopers LLP as its new independent accountant.
The Company is not obligated by law or its Certificate of
Incorporation or By-laws to seek ratification of the Directors' selection of
auditors, but does so as a matter of corporate policy. If the selection of
auditors is not ratified by shareholders, the Board may continue to use
PricewaterhouseCoopers LLP as auditors or select new auditors if, in the
opinion of the Board, such change would be in the best interest of the
Company and its shareholders. Any such change would not be expected
to be submitted to shareholders for ratification prior to the 2000 Annual
Meeting.
OTHER MATTERS
The Board of Directors does not know of any other matters which
may come before the meeting. However, if any other matters are properly
presented to the meeting, it is the intention of the persons named in the
accompanying proxy to vote, or otherwise to act, in accordance with their
judgment on such matters.
SHAREHOLDER PROPOSALS FOR 2000
Proposals of stockholders intended to be presented at the 2000
Annual Meeting of Stockholders must be received by the Company at its
principal office in Bedford, Massachusetts, not later than November 15,
1999, for inclusion in the proxy statement for that meeting. In addition, if
the Company receives notice of a shareholder proposal after December 30,
1999, the persons named as proxies in the proxy statement for the 2000
Annual Meeting will have discretionary voting authority to vote on such
proposal at the 2000 Annual Meeting.
METRISA, INC.
25 WIGGINS AVENUE, BEDFORD, MA 01730-2323
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRCTORS OF METRISA, INC.
The undersigned stockholder of Metrisa, Inc. (the "Company") hereby appoints
John E. Wolfe and David J. Brown, and each of them, with full power of
substitution, proxies for the undersigned and authorizes them to represent
and vote, as designated, all of the shares of stock of the Company which the
undersigned may be entitled to vote at the annual meeting of the stockholders
of the Company to be held at the offices of the Company, 25 Wiggins Avenue,
Bedford, Massachusetts on Thursday, March 4, 1999, and at any adjournment or
postponement of such meeting, for the following purposes and with
discretionary authority as to any other matter that may properly come before
the meeting, all in accordance with and as described in the Notice and
accompanying Proxy Statement. If no direction is given, this proxy will
be voted FOR proposals 1, 2, 3 and 4.
Proposal (1): Fix the number of Directors at six.
FOR ____ AGAINST ____ ABSTAIN ____
Elect Directors
____ Grant AUTHORITY to vote ____WITHHOLD AUTHORITY
for all nominees (except to vote for all nominees
as otherwise specified below).
Director Nominees: Joseph J. Caruso, Joaquim S.S.
Ribeiro, Emile Sayegh, Edward J.
Stewart, III, Salvatore
Vinciguerra and John E. Wolfe
(INSTRUCTIONS: To withhold authority to vote for any
nominees print the name of such nominees on the space
provided below).
__________________________________________________
Proposal (2): To approve an amendment to the Company's Certificate of
Incorporation, as amended, to increase the number of
authorized shares of Common Stock, $.50 par value, from
2,000,000 to 4,000,000 shares.
FOR ____ AGAINST ____ ABSTAIN ____
Proposal (3): To approve an amendment to the Company's 1991 Stock
Plan to increase the number of shares of the Company's
Common Stock, $.50 par value, reserved for issuance
thereunder from 60,000 to 125,000 shares.
FOR ____ AGAINST ____ ABSTAIN ____
Proposal (4): To approve the selection of PricewaterhouseCoopers LLP
as independent auditors.
FOR ____ AGAINST ____ ABSTAIN ____
Date ____________________, 1999
__________________________________
__________________________________
(Signature of Stockholder)
Please sign exactly as your name appears.
If acting as attorney, executor, trustee or
in other representative capacity, sign name
and title.
METRISA, INC.
1991 STOCK PLAN
(As Amended Through November 23, 1998)
1. Purpose. This 1991 Stock Plan (the "Plan") is intended to
provide incentives: (a) to the officers and other employees of Metrisa, Inc.
(the "Company"), its parent (if any) and any present or future subsidiaries
of the Company (collectively, "Related Corporations") by providing them
with opportunities to purchase stock in the Company pursuant to options
granted hereunder which qualify as "incentive stock options" under
Section 422(b) of the Internal Revenue Code of 1986, as amended (the
"Code") ("ISO" or "ISOs"); (b) to directors, officers, employees and
consultants of the Company and Related Corporations by providing them
with opportunities to purchase stock in the Company pursuant to options
granted hereunder which do not qualify as ISOs ("Non- Qualified Option"
or "Non-Qualified Options"); (c) to directors, officers, employees and
consultants of the Company and Related Corporations by providing them
with awards of stock in the Company ("Awards"); and (d) to directors,
officers, employees and consultants of the Company and Related
Corporations by providing them with opportunities to make direct
purchases of stock in the Company ("Purchases"). Both ISOs and
Non-Qualified Options are referred to hereafter individually as an
"Option" and collectively as "Options". Options, Awards and
authorizations to make Purchases are referred to hereafter collectively as
"Stock Rights". As used herein, the terms "parent" and "subsidiary" mean
"parent corporation" and "subsidiary corporation", respectively, as those
terms are defined in Section 425 of the Code.
2. Administration of the Plan.
A. Board or Committee Administration. The Plan shall
be administered by the Board of Directors at the Company (the "Board").
The Board may appoint a Compensation Committee (the "Committee") of
two or more of its members to administer this Plan. Subject to ratification
of the grant or authorization of each Stock Right by the Board (if so
required by applicable state or Federal law), and subject to the terms of the
Plan, the Committee shall have the authority to (i) determine the
employees of the Company and Related Corporations (from among the
class of employees eligible under paragraph 3 to receive ISOs) to whom
ISOs may be granted, and to determine (from among the class of
individuals and entities eligible under paragraph 3 to receive
Non-Qualified Options and Awards and to make Purchases) to whom
Non-Qualified Options, Awards and authorizations to make Purchases
may be granted; (ii) determine the time or times at which Options or
Awards may be granted or Purchases made; (iii) determine the option
price of shares subject to each Option, which price shall not be less than
the minimum price specified in paragraph 6, and the purchase price of
shares subject to each Purchase; (iv) determine whether each Option
granted shall be an ISO or a Non- Qualified option; (v) determine (subject
to paragraph 7) the time or times when each Option shall become
exercisable and the duration of the exercise period; (vi) determine whether
restrictions such as repurchase options are to be imposed on shares subject
to Options, Awards and Purchases and the nature of such restrictions, if
any, and (vii) interpret the Plan and prescribe and rescind rules and
regulations relating to it. If the Committee determines to issue a
Non-Qualified Option, it shall take whatever actions it deems necessary,
under Section 422 of the Code and the regulations promulgated
thereunder, to ensure that such Option is not treated as an ISO. The
interpretation and construction by the Committee of any provisions of the
Plan or of any Stock Right granted under it shall be final unless otherwise
determined by the Board. The Committee may from time to time adopt
such rules and regulations for carrying out the Plan as it may deem best.
No member of the Board or the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any Stock
Right granted under it.
B. Committee Action. The Committee may select one
of its members as its chairman, and shall hold meetings at such time and
places as it may determine. Acts by a majority of the Committee, or acts
reduced to or approved in writing by a majority of the members of the
Committee, shall be the valid acts of the Committee. All references in this
Plan to the Committee shall mean the Board if no Committee has been
appointed. From time to time the Board may increase the size of the
Committee and appoint additional members thereof, remove members
(with or without cause) and appoint new members in substitution therefor,
fill vacancies however caused, or remove all members of the Committee
and thereafter directly administer the Plan.
C. Grant of Stock Rights to Board Members.
Notwithstanding the provisions of paragraph 2A, no Stock Right shall be
granted to any person who is, at the time of the proposed grant, a member
of the Board, unless such grant has been approved by a majority vote of
the disinterested members of the Board and otherwise approved in
accordance with paragraph 2D, if applicable. All grants of Stock Rights to
members of the Board shall in all other respects be made in accordance
with the provisions of this Plan applicable to other eligible persons.
Members of the Board who are either (i) eligible for Stock Rights pursuant
to the Plan or (ii) have been granted Stock Rights may vote on any matters
affecting the administration of the Plan or the grant of any Stock Rights
pursuant to the Plan, except that no such member shall act upon the
granting to himself of Stock Rights, but any such member may be counted
in determining the existence of a quorum at any meeting of the Board
during which action is taken with respect to the granting to him of Stock
Rights.
D. Compliance with Federal Securities Laws. In the
event the Company registers any class of any equity security pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), any grant of Stock Rights to a member of the Board
(made at any time from the effective date of such registration until six
months after the termination of such registration) must be approved by a
majority vote of the other members of the Board; provided, however, that
if a majority of the Board is eligible to participate in the Plan or in any
other stock option or other stock plan of the Company or any of its
affiliates, or has been so eligible at any time within the preceding year, any
grant of Stock Rights to a member of the Board must be made by, or only
in accordance with the recommendation of, the Committee or a committee
consisting of two or more persons, who may but need not be directors or
employees of the Company, appointed by the Board but having full
authority to act in the matter, none of whom is eligible to participate in
this Plan or any other stock option or other stock plan of the Company or
any of its affiliates, or has been eligible at any time within the preceding
year. The requirements imposed by the preceding sentence shall also
apply with respect to grants to officers who are not also directors. Once
appointed, such committee shall continue to serve until otherwise directed
by the Board.
3. Eligible Employees and Others. ISOs may be granted to
any employee of the Company or any Related Corporation. Those officers
and directors of the Company who are not employees may not be granted
ISOs under the Plan. Non- Qualified options, Awards and authorizations
to make Purchases may be granted to any director (whether or not an
employee), officer, employee or consultant of the Company or any Related
Corporation. The Committee may take into consideration a recipient's
individual circumstances in determining whether to grant an ISO, a
Non-Qualified Option or an authorization to make a Purchase. Granting of
any Stock Right to any individual or entity shall neither entitle that
individual or entity to, nor disqualify him from, participation in any other
grant of Stock Rights.
4. Stock. The stock subject to Options, Awards and Purchases
shall be authorized but unissued shares of Common Stock of the
Company, par value $.50 per share (the "Common Stock"), or shares of
Common Stock reacquired by the Company in any manner. The aggregate
number of shares which may be issued pursuant to the Plan is 125,000
shares, subject to adjustment as provided in paragraph 13. In addition, any
shares reserved and available under this Plan shall be increased by a
number of shares equal to the number of shares issued or with respect to
which Stock Rights have been made under this Plan through the
assumption of or substitution for outstanding grants from an acquired
company. Any such shares may be issued as ISOs, Non-Qualified options
or Awards, or to persons or entities making Purchases, so long as the
number of shares so issued does not exceed such number, as adjusted or
amended from time to time by a vote of stockholders or otherwise
pursuant to paragraph 13. If any Option granted under the Plan shall
expire or terminate for any reason without having been exercised in full or
shall cease for any reason to be exercisable in whole or in part, or if the
Company shall reacquire any unvested shares issued pursuant to Awards
or Purchases, the unpurchased shares subject to such Options and any
unvested shares so reacquired by the Company shall again be available for
grants of Stock Rights under the Plan.
5. Granting of Stock Rights. Stock Rights may be granted
under the Plan at any time after March 1, 1991, and prior to March 1,
2001. The date of grant of a Stock Right under the Plan will be the date
specified by the Committee at the time it grants the Stock Right; provided,
however, that such date shall not be prior to the date on which the
Committee acts to approve the grant. The Committee shall have the right,
with the consent of the optionee, to convert an ISO granted under the Plan
to a Non-Qualified option pursuant to paragraph 16.
6. Minimum Option Price; ISO Limitations.
A. Price for Non-Qualified Options. The exercise price
per share specified in the agreement relating to each Non-Qualified Option
granted under the Plan shall in no event be less than the lesser of (i) the
book value per share of Common Stock as of the end of the fiscal year of
the Company immediately preceding the date of such grant, or (ii) fifty
(50%) percent of the fair market value per share of Common Stock on the
date of such grant.
B. Price for ISOs. The exercise price per share
specified in the agreement relating to each ISO granted under the Plan
shall not be less than the fair market value per share of Common Stock on
the date of such grant. In the case of an ISO to be granted to an employee
owning stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or any
Related Corporation, the price per share specified in the agreement
relating to such ISO shall not be less than one hundred ten percent (110%)
of the fair market value per share of Common Stock on the date of grant.
C. $100,000 Annual Limitation on ISOs. Each eligible
employee may be granted ISOs only to the extent that, in the aggregate
under this Plan and all incentive stock option plans of the Company and
any Related Corporation, such ISOs do not become exercisable for the first
time by such employee during any calendar year in a manner which would
entitle the employee to purchase more than $100,000 in fair market value
(determined at the time the ISOs were granted) of Common Stock in that
year. Any options granted to an employee in excess of such amount will
be granted as Non-Qualified options.
D. Determination of Fair Market Value. If, at the time
an Option is granted under the Plan, the Company's Common Stock is
publicly traded, "fair market value" shall be determined as of the last
business day for which the prices or quotes discussed in this sentence are
available prior to the date such Option is granted and shall mean (i) the
average (on that date) of the high and low prices of the Common Stock on
the principal national securities exchange on which the Common stock is
traded, if the Common Stock is then traded on a national securities
exchange; or (ii) the last reported sale price (on that date) of the Common
Stock on the NASDAQ National Market List, if the Common Stock is not
then traded on a national securities exchange; or (iii) the average of the
closing bid and asked prices last quoted (on that date) by an established
quotation service for over-the- counter securities, if the Common Stock is
not reported on the NASDAQ National Market List. However, if the
Common Stock is not publicly traded at the time an option is granted
under the Plan, "fair market value" shall be deemed to be the fair value of
the Common Stock as determined by the Committee after taking into
consideration all factors which it deems appropriate, including, without
limitation, recent sale and offer prices of the Common Stock in private
transactions negotiated at arm's length.
7. Option Duration. Subject to earlier termination as provided
in paragraphs 9 and 10, each Option shall expire on the date specified by
the Committee, but not more than (i) ten years and one day from the date
of grant in the case of Non-Qualified Options, (ii) ten years from the date
of grant in the case of ISOs generally, and (iii) five years from the date of
grant in the case of ISOs granted to an employee owning stock possessing
more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company or any Related Corporation. Subject to
earlier termination as provided in paragraphs 9 and 10, the term of each
ISO shall be the term set forth in the original instrument granting such
ISO, except with respect to any part of such ISO that is converted into a
Non-Qualified Option pursuant to paragraph 16.
8. Exercise of Option. Subject to the provisions of paragraphs
9 through 12, each option granted under the Plan shall be exercisable as
follows:
A. Full Vesting or Partial Vesting. The Option shall
either be fully exercisable on the date of grant or shall become exercisable
thereafter in such installments as the Committee may specify.
B. Full Vesting of Installments. Once an installment
becomes exercisable it shall remain exercisable until expiration or
termination of the Option, unless otherwise specified by the Committee.
C. Partial Exercise. Each Option or installment may be
exercised at any time or from time to time, in whole or in part, for up to
the total number of shares with respect to which it is then exercisable.
D. Acceleration of Vesting. The Committee shall have
the right to accelerate the date of exercise of any installment of any
Option; provided that the Committee shall not accelerate the exercise date
of any installment of any Option granted to any employee as an ISO (and
not previously converted into a Non-Qualified Option pursuant to
paragraph 16) if such acceleration would violate the annual vesting
limitation contained in Section 422(b)(7) of the Code, as described in
paragraph 6C.
9. Termination of Employment. If an ISO optionee ceases to
be employed by the Company and all Related Corporations other than by
reason of death or disability as defined in paragraph 10, no further
installments of his ISOs shall become exercisable, and his ISOs shall
terminate after the passage of ninety (90) days from the date of termination
of his employment, but in no event later than on their specified expiration
dates, except to the extent that such ISOs (or unexercised installments
thereof) have been converted into Non-Qualified Options pursuant to
paragraph 16. Employment shall be considered as continuing
uninterrupted during any bona fide leave of absence (such as those
attributable to illness, military obligations or governmental service)
provided that the period of such leave does not exceed ninety (90) days or,
if longer, any period during which such optionee's right to reemployment
is guaranteed by statute. A bona fide leave of absence with the written
approval of the Committee shall not be considered an interruption of
employment under the Plan, provided that such written approval
contractually obligates the Company or any Related Corporation to
continue the employment of the optionee after the approved period of
absence. ISOs granted under the Plan shall not be affected by any change
of employment within or among the Company and Related Corporations,
so long as the optionee continues to be an employee of the Company or
any Related Corporation. Nothing in the Plan shall be deemed to give any
grantee of any Stock Right the right to be retained in employment or other
service by the Company or any Related Corporation for any period of
time.
10. Death; Disability.
A. Death. If an ISO optionee ceases to be employed by
the Company and all Related Corporations by reason of his death, any ISO
of his may be exercised, to the extent of the number of shares with respect
to which he could have exercised it on the date of his death, by his estate,
personal representative or beneficiary who has acquired the ISO by will or
by the laws of descent and distribution, at any time prior to the earlier of
the specified expiration date of the ISO or 180 days from the date of the
optionee's death.
B. Disability. If an ISO optionee ceases to be
employed by the Company and all Related Corporations by reason of his
disability, he shall have the right to exercise any ISO held by him on the
date of termination of employment, to the extent of the number of shares
with respect to which he could have exercised it on that date, at any time
prior to the earlier of the specified expiration date of the ISO or 180 days
from the date of the termination of the optionee's employment. For the
purposes of the Plan, the term "disability" shall mean "permanent and total
disability" as defined in Section 22(e)(3) of the Code or successor statute.
11. Assignability. No Option shall be assignable or
transferable by the grantee except by will or by the laws of descent and
distribution, and during the lifetime of the grantee each option shall be
exercisable only by him.
12. Terms and Conditions of Options. Options shall be
evidenced by instruments (which need not be identical) in such forms as
the Committee may from time to time approve. Such instruments shall
conform to the terms and conditions set forth in paragraphs 6 through 11
hereof and may contain such other provisions as the Committee deems
advisable which are not inconsistent with the Plan, including restrictions
applicable to shares of Common Stock issuable upon exercise of Options.
In granting any Non-Qualified option, the Committee may specify that
such Non-Qualified Option shall be subject to the restrictions set forth
herein with respect to ISOs, or to such other termination and cancellation
provisions as the Committee may determine. The Committee may from
time to time confer authority and responsibility on one or more of its own
members and/or one or more officers of the Company to execute and
deliver such instruments. The proper officers of the Company are
authorized and directed to take any and all action necessary or advisable
from time to time to carry out the terms of such instruments.
13. Adjustments. Upon the occurrence of any of the following
events, an optionee's rights with respect to Options granted to him
hereunder shall be adjusted as hereinafter provided, unless otherwise
specifically provided in the written agreement between the optionee and
the Company relating to such Option:
A. Stock Dividends and Stock Splits. If the shares of
Common Stock shall be subdivided or combined into a greater or smaller
number of shares or if the Company shall issue any shares of Common
Stock as a stock dividend an its outstanding Common Stock, the number
of shares of Common Stock deliverable upon the exercise of Stock Rights
shall be appropriately increased or decreased proportionately, and
appropriate adjustments shall be made in the purchase price per share to
reflect such subdivision, combination or stock dividend.
B. Consolidations or Mergers. If the Company is to be
consolidated or acquired by another entity in a merger, sale of all or
substantially all of the Company's assets or otherwise (an "Acquisition"),
the Board of Directors, the Committee or the board of directors of any
entity assuming the obligations of the Company hereunder (the "Successor
Board"), shall, as to outstanding Stock Rights, take one or more of the
following actions: (i) make appropriate provision for the continuation of
such Stock Rights by substituting on an equitable basis for the shares then
subject to such Stock Rights the consideration payable with respect to the
outstanding shares of Common Stock in connection with the Acquisition;
or (ii) make appropriate provision for the continuation of such Stock
Rights by substituting on an equitable basis for the shares then subject to
such Stock Rights any equity securities of the successor corporation; or
(iii) upon written notice to the holders of the Stock Rights, provide that all
Stock Rights must be exercised, to the extent then exercisable, within a
specified number of days of the date of such notice, at the end of which
period the Stock Rights shall terminate; or (iv) terminate all Stock Rights
in exchange for a cash payment equal to the excess of the fair market value
of the shares subject to such Stock Rights (to the extent then exercisable)
over the exercise price thereof; or (v) accelerate the date of exercise of
such Stock Rights or of any installment of any such Stock Rights; or (vi)
terminate all Stock Rights in exchange for the right to participate in any
stock option or other employee benefit plan of any successor corporation.
C. Recapitalization or Reorganization. In the event of a
recapitalization or reorganization of the Company (other than a transaction
described in paragraph B above) pursuant to which securities of the
Company or of another corporation are issued with respect to the
outstanding shares of Common Stock, upon exercising a Stock Right, the
holder thereof shall be entitled to receive for the purchase price paid upon
such exercise the securities he would have received if he had exercised his
Stock Right prior to such recapitalization or reorganization.
D. Modification of ISOs. Notwithstanding the
foregoing, any adjustments made pursuant to subparagraphs A, B or C
with respect to ISOs shall be made only after the Committee, after
consulting with counsel for the Company, determines whether such
adjustments would constitute a "modification" of such ISOs (as that term
is defined in Section 424 of the Code) or would cause any adverse tax
consequences for the holders of such ISOs. If the Committee determines
that such adjustments made with respect to ISOs would constitute a
modification of such ISOs, it may refrain from making such adjustments.
E. Dissolution or Liquidation. In the event of the
proposed dissolution or liquidation of the Company, each option will
terminate immediately prior to the consummation of such proposed action
or at such other time and subject to such other conditions as shall be
determined by the Committee.
F. Issuances of Securities. Except as expressly
provided herein, no issuance by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares subject to Options. No adjustments shall be
made for dividends paid in cash or in property other than securities of the
Company,
G. Fractional Shares. No fractional shares shall be
issued under the Plan and the optionee shall receive from the Company
cash in lieu of such fractional shares.
H. Adjustments. Upon the happening of any of the
foregoing events described in subparagraphs A, B or C above, the class
and aggregate number of shares set forth in paragraph 4 hereof that are
subject to Stock Rights which previously have been or subsequently may
be granted under the Plan shall also be appropriately adjusted to reflect the
events described in such subparagraphs. The Committee or the Successor
Board shall determine the specific adjustments to be made under this
paragraph 13 and, subject to paragraph 2, its determination shall be
conclusive.
If any person or entity owning restricted Common Stock obtained by
exercise of a Stock Right made hereunder receives shares or securities or
cash in connection with a corporate transaction described in subparagraphs
A, B or C above as a result of owning such restricted Common Stock, such
shares or securities or cash shall be subject to all of the conditions and
restrictions applicable to the restricted Common Stock with respect to
which such shares or securities or cash were issued, unless otherwise
determined by the Committee or the Successor Board.
14. Means of Exercising Stock Rights. A Stock Right (or any
part or installment thereof) shall be exercised by giving written notice to
the Company at its principal office address. Such notice shall identify the
Stock Right being exercised and specify the number of shares as to which
such Stock Right is being exercised, accompanied by full payment of the
purchase price therefor either (a) in United States dollars in cash or by
check, or (b) at the discretion of the Committee, through delivery of shares
of Common Stock having a fair market value equal as of the date of the
exercise to the cash exercise price of the Stock Right, or (c) at the
discretion of the Committee, by delivery of the grantee's personal recourse
note bearing interest payable not less than annually at no less than 100%
of the lowest applicable Federal rate, as defined in Section 1274(d) of the
Code, or (d) at the discretion of the Committee, by any combination of (a),
(b) and (c) above. If the Committee exercises its discretion to permit
payment of the exercise price of an ISO by means of the methods set forth
in clauses (b), (c), or (d) of the preceding sentence, such discretion shall be
exercised in writing at the time of the grant of the ISO in question. The
holder of a Stock Right shall not have the rights of a shareholder with
respect to the shares covered by his Stock Right until the date of issuance
of a stock certificate to him for such shares. Except as expressly provided
above in paragraph 13 with respect to changes in capitalization and stock
dividends, no adjustment shall be made for dividends or similar rights for
which the record date is before the date such stock certificate is issued.
15. Term and Amendment of Plan. The Plan shall expire on
March 1, 2001, (except as to Options outstanding on that date). The Board
may terminate or amend the Plan in any respect at any time, except that,
without the approval of the stockholders obtained within 12 months before
or after the Board adopts a resolution authorizing any of the following
actions: (a) the total number of shares that may be issued under the Plan
may not be increased (except by adjustment pursuant to paragraph 13); (b)
the provisions of paragraph 3 regarding eligibility for grants of ISOs may
not be modified; (c) the provisions of paragraph 6(B) regarding the
exercise price at which shares may be offered pursuant to ISOs may not be
modified (except by adjustment pursuant to paragraph 13); and (d) the
expiration date of the Plan may not be extended. Except as otherwise
provided in this paragraph 15, in no event may action of the Board or
stockholders alter or impair the rights of a grantee, without his consent,
under any Stock Right previously granted to him.
16. Conversion of ISOs into Non-Qualified Options;
Termination of ISOs. The Committee, at the written request of any
optionee, may in its discretion take such actions as may be necessary to
convert such optionee's ISOs (or any installments or portions of
installments thereof) that have not been exercised on the date of
conversion into Non-Qualified Options at any time prior to the expiration
of such ISOs, regardless of whether the optionee is an employee of the
Company or a Related Corporation at the time of such conversion. Such
actions may include, but not be limited to, extending the exercise period or
reducing the exercise price of the appropriate installments of such Options.
At the time of such conversion, the Committee (with the consent of the
optionee) may impose such conditions on the exercise of the resulting
Non-Qualified Options as the Committee in its discretion may determine,
provided that such conditions shall not be inconsistent with this Plan.
Nothing in the Plan shall be deemed to give any optionee the right to have
such optionee's ISOs converted into Non-Qualified Options, and no such
conversion shall occur until and unless the Committee takes appropriate
action. The Committee, with the consent of the optionee, may also
terminate any portion of any ISO that has not been exercised at the time of
such termination.
17. Application Of Funds. The proceeds received by the
Company from the sale of shares pursuant to Options granted and
Purchases authorized under the Plan shall be used for general corporate
purposes.
18. Governmental Regulation. The Company's obligation to
sell and deliver shares of the Common Stock under this Plan is subject to
the approval of any governmental authority required in connection with
the authorization, issuance or sale of such shares.
19. Withholding of Additional Income Taxes. Upon the
exercise of a Non- Qualified Option, the grant of an Award, the making of
a Purchase of Common Stock for less than its fair market value, the
making of a Disqualifying Disposition (as defined in paragraph 20) or the
vesting of restricted Common Stock acquired on the exercise of a Stock
Right hereunder, the Company, in accordance with Section 3402(a) of the
Code, may require the optionee, Award recipient or purchaser to pay
additional withholding taxes in respect of the amount that is considered
compensation includible in such person's gross income. The Committee in
its discretion may condition (i) the exercise of an Options, (ii) the grant of
an Award, (iii) the making of a Purchase of Common Stock for less than
its fair market value, or (iv) the vesting of restricted Common Stock
acquired by exercising a Stock Right, on the grantee's payment of such
additional withholding taxes.
20. Notice to Company of Disqualifying Disposition. Each
employee who receives an ISO must agree to notify the Company in
writing immediately after the employee makes a Disqualifying Disposition
of any Common Stock acquired pursuant to the exercise of an ISO. A
Disqualifying Disposition is any disposition (including any sale) of such
Common Stock before the later of (a) two years after the date the
employee was granted the ISO, or (b) one year after the date the employee
acquired Common Stock by exercising the ISO. If the employee has died
before such stock is sold, these holding period requirements do not apply
and no Disqualifying Disposition can occur thereafter.
21. Governing Law; Construction. The validity and
construction of the Plan and the instruments evidencing Stock Rights shall
be governed by the laws of Delaware or the laws of any jurisdiction in
which the Company or its successors in interest may be organized from
time to time. In construing this Plan, the singular shall include the plural
and the masculine gender shall include the feminine and neuter, unless the
context otherwise requires.
