SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. _____)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only
[X] Definitive Proxy Statement (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
THE GENLYTE GROUP INCORPORATED
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction
applies:___________________________________________________________
(2) Aggregate number of securities to which transaction
applies:___________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was
determined):_______________________________________________________
(4) Proposed maximum aggregate value of transaction:___________________
(5) Total fee paid:____________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:____________________________________________
(2) Form, schedule or registration statement no.:______________________
(3) Filing party:______________________________________________________
(4) Date filed:________________________________________________________
<PAGE>
THE GENLYTE GROUP INCORPORATED
2345 VAUXHALL ROAD
P.O. BOX 3148
UNION, NJ 07083-1948
----------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 23, 1998
-------------------
MARCH 23, 1998
To Stockholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of The
Genlyte Group Incorporated ("Genlyte") will be held at the offices of Arthur
Andersen LLP, 1345 Avenue of the Americas, Third Floor, New York, NY 10105, on
Thursday, April 23, 1998 at 10:00 AM, local time, for the following purposes:
(1) to elect two members of the Board of Directors;
(2) to consider and act upon a proposal to adopt the Genlyte 1998 Stock
Option Plan; and
(3) to transact such other business as may properly come before the meeting
and any adjournments or postponements thereof.
Stockholders of record at the close of business on March 2, 1998 are
entitled to notice of and to vote at the meeting or any adjournments or
postponements thereof.
Your attention is directed to the attached Proxy Statement. WHETHER OR
NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE COMPLETE, SIGN, DATE AND
MAIL THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO SAVE THE COMPANY
FURTHER SOLICITATION EXPENSE. There is enclosed with the Proxy an addressed
envelope for which no postage is required if mailed in the United States.
By Order of the Board of Directors,
DONNA R. RATLIFF
SECRETARY
<PAGE>
THE GENLYTE GROUP INCORPORATED
2345 VAUXHALL ROAD
P. O. BOX 3148
UNION, NJ 07083-1948
----------------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 23, 1998
----------------------
MARCH 23, 1998
PROXY STATEMENT
----------------------
INTRODUCTION
The Annual Meeting of Stockholders (the "Annual Meeting") of The Genlyte
Group Incorporated ("Genlyte") will be held on April 23, 1998 at the offices of
Arthur Andersen LLP, 1345 Avenue of the Americas, Third Floor, New York, NY
10105 at 10:00 AM, local time, for the purposes set forth in the accompanying
notice. This proxy statement and the accompanying form of proxy are being
furnished in connection with the solicitation by Genlyte's Board of Directors of
proxies to be voted at such meeting and at any and all adjournments or
postponements thereof.
This proxy statement and accompanying form of proxy are first being sent
to stockholders on or about March 23, 1998.
ACTION TO BE TAKEN UNDER THE PROXY
All proxies properly executed, duly returned and not revoked will be voted
at the Annual Meeting (including any adjournments or postponements thereof) in
accordance with the specifications therein, or, if no specifications are made,
will be voted FOR the nominees to the Board of Directors named in this proxy
statement and listed in the accompanying form of proxy and FOR the proposal to
adopt the Genlyte 1998 Stock Option Plan.
If a proxy in the accompanying form is executed and returned, it may
nevertheless be revoked at any time prior to the exercise thereof by executing
and returning a proxy bearing a later date, by giving notice of revocation to
the Secretary of Genlyte, or by attending the Annual Meeting and voting in
person.
ELECTION OF DIRECTORS
The Board of Directors of Genlyte currently consists of Avrum I. Drazin
(Chairman), Glenn W. Bailey, Robert B. Cadwallader, David M. Engelman, Fred
Heller, Frank Metzger and Larry K. Powers. Each of the directors elected at the
Annual Meeting will hold office for a term ending at the Annual Meeting of
Stockholders to be held in April of 2001 and until his successor has been duly
elected and qualified. Messrs. Glenn W. Bailey and Larry K. Powers have been
nominated to the Board of Directors for reelection at the Annual Meeting.
If, for any reason, Messrs. Bailey or Powers are not candidates when the
election occurs, which is not anticipated, it is intended that the proxies will
be voted for the election of a substitute nominee designated by the Board of
Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEES AS
DIRECTORS.
<PAGE>
Information about the nominees for election as directors and incumbent
directors, including biographical and employment information, is set forth
below.
NOMINEES FOR ELECTION AS DIRECTORS
Glenn W. Bailey (72)........ Mr. Bailey was Chairman of the Board of Genlyte
from its incorporation in January 1985 until
July 1989, when he resigned as Chairman but
retained his position as a Director of Genlyte.
He was Chairman and President of Bairnco
Corporation ("Bairnco") from its incorporation
in January 1981 until May 1990. Bairnco was
Genlyte's corporate parent until Genlyte was
spun off to Bairnco's shareholders in 1988. Mr.
Bailey is a member of the Nominating Committee
of the Genlyte Board of Directors.
Larry K. Powers (55)........ Mr. Powers was appointed President and Chief
Executive Officer of Genlyte in January 1994 and
has served as a Director since July 1993. He has
held a variety of sales, marketing and general
management positions in the lighting industry.
From September 1979 until April 1989, Mr. Powers
was President of Hadco. Hadco was acquired by a
predecessor of Genlyte in July 1983. Mr. Powers
then served as President of the HID/Outdoor
Division of Genlyte from May 1989 until June
1993. From July 1993 to December 1993, he served
as President of Genlyte U.S. Operations and
Executive Vice President of Genlyte. Mr. Powers
is a member of the Nominating Committee of the
Genlyte Board of Directors.
INCUMBENT DIRECTORS
Robert B. Cadwallader (68)... Mr. Cadwallader was elected a Director of
Genlyte at the January 1985 meeting of the
Genlyte Board of Directors. Mr. Cadwallader is
currently President of Cadwallader Company,
Inc., a furniture industry consulting firm. Mr.
Cadwallader was President of Cadwallader and
Sangiorgio Associates, a manufacturer of office
furniture, from October 1986 until September
1989. From November 1983 to March 1985, he
served as Vice Chairman of SunarHauserman, Inc.,
a manufacturer of movable partitions, fabrics
and systems. During the same period he served as
Director of Hauserman, Inc., the parent
corporation of SunarHauserman, Inc. Mr.
Cadwallader is a member of the Audit Committee
of the Genlyte Board of Directors.
Avrum I. Drazin (69)....... Mr. Drazin was elected Chairman of the Board of
Genlyte in January 1994 and has served as a
Director of Genlyte since January 1991. Mr.
Drazin served as President of Genlyte from
February 1992 until December 1993 and has served
as President of Canlyte, Inc. ("Canlyte"), a
wholly owned subsidiary of Genlyte, since its
incorporation in July 1984. He served as
President of Lightolier Canada from January 1965
until June 1984. Mr. Drazin is Chairman of the
Nominating Committee and is a member of the
Compensation Committee of the Genlyte Board of
Directors.
David M. Engelman (65)..... Mr. Engelman was elected a Director of Genlyte
at the December 1993 meeting of the Board of
Directors. This appointment took effect on
January 1, 1994. Mr. Engelman was employed by
General Electric Company from 1954 through 1993
and held a variety of general management
positions. He was elected as a Vice President of
General Electric in 1982 and was in charge of
international electrical distribution and
control operations. Mr. Engelman is a member of
the Board of Directors of The Mayer Electric
Supply Company, Incorporated. He is a member of
the Compensation Committee of the Genlyte Board
of Directors.
2
<PAGE>
Fred Heller (73)............ Mr. Heller was Chairman of the Board of Genlyte
from July 1989 until December 1993, when he
resigned as Chairman but retained his position
as a Director of Genlyte and holds the honorary
title of Chairman Emeritus. He served as
President of Genlyte from its incorporation in
January 1985 until July 1989 and served as
acting President of Genlyte from January 1991 to
August 1991. From August 1981 to September 1985,
Mr. Heller was President and Chief Executive
Officer of Lightolier Incorporated. Mr. Heller
is a member of the Board of Directors of Concord
Fabrics, Inc. He is Chairman of the Audit
Committee of the Genlyte Board of Directors.
Frank Metzger (69)......... Dr. Metzger was elected a Director of Genlyte at
the January 1985 meeting of the Genlyte Board of
Directors. Dr. Metzger has been President of
Metzger & Company, management consultants, since
June 1988. He served as Senior Vice
President-Administration for Bairnco from July
1986 until his retirement from Bairnco in May
1988 and Vice President-Administration for
Bairnco from its organization in 1981 until June
1986. He is Chairman of the Compensation
Committee of the Genlyte Board of Directors.
BOARD AND COMMITTEE MEETINGS
During 1997, Genlyte's Board of Directors met eight times for regular
meetings. In addition, the directors receive and review monthly reports of
Genlyte's financial performance and management confers frequently with its
directors on an informal basis to discuss company affairs. During 1997, each of
the directors attended at least 75 percent of the meetings of the Board and the
Board Committees of which such director was a member.
The Board has established standing Audit, Compensation and Nominating
Committees. The Board has established the Audit Committee to recommend the firm
to be appointed as independent accountants to audit Genlyte's financial
statements and to perform services related to the audit, review the scope and
results of the audit with the independent accountants, and consider the adequacy
of the internal accounting and control procedures of Genlyte. Members of this
committee are Messrs. Cadwallader and Heller, with Mr. Heller serving as
Chairman. During 1997, the Audit Committee met two times.
The Compensation Committee reviews and recommends the compensation
arrangements for all executive officers, approves such arrangements for other
senior level employees, and administers and takes such other action as may be
required in connection with certain compensation plans of Genlyte and its
operating subsidiaries. Members of the Compensation Committee are Messrs. Drazin
and Engelman and Dr. Metzger, with Dr. Metzger serving as Chairman. During 1997,
the Compensation Committee met three times.
The Nominating Committee reviews and recommends to the Board of Directors
the appropriate size and composition of the Board of Directors as well as the
Boards of Directors of Genlyte's various subsidiaries. The Nominating Committee
will not consider recommendations from Genlyte's stockholders because the
Committee believes it has sufficient resources and contacts to fulfill its
obligations without considering such stockholder recommendations. Members of the
Nominating Committee are Messrs. Bailey, Drazin and Powers, with Mr. Drazin
serving as Chairman. During 1997, the Nominating Committee met one time.
3
<PAGE>
COMPENSATION OF DIRECTORS
During 1997, each director, other than any director employed by Genlyte,
which for purposes of this section does not include employees of its
subsidiaries, received a retainer of $8,000 and $2,000 for each Board meeting
attended and each committee meeting attended on a day on which the Board of
Directors did not meet. The Chairman of the Board received a retainer of $12,000
and $3,000 for each Board meeting attended and each committee meeting attended
on a day on which the Board of Directors did not meet. Directors employed by
Genlyte are not paid any fees or additional compensation for services rendered
as members of the Board or any of its committees. Directors, excluding employees
of Canlyte, Genlyte's wholly-owned subsidiary, who also serve on the Board of
Directors of Canlyte are compensated for attendance at such meetings at the rate
of $2,000 (Canadian) per Board meeting or for committee meetings held on days
other than regular Board meeting days.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As noted above, Messrs. Avrum I. Drazin, David M. Engelman and Dr. Frank
Metzger served as members of the Board's Compensation Committee during 1997. Mr.
Drazin is Chairman of Genlyte, was formerly President of Genlyte and is
President of Canlyte, one of the Company's subsidiaries. Directors Heller and
Powers also serve on the Canlyte Board of Directors.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
NUMBER OF SHARES OUTSTANDING AND RECORD DATE
Only holders of record of Genlyte Common Stock, par value $.01 per share
("Genlyte Common Stock"), at the close of business on March 2, 1998 are entitled
to notice of, and to vote at, the Annual Meeting. Holders of Genlyte Common
Stock are entitled to one vote for each share held on the matters properly
presented at the Annual Meeting.
On March 2, 1998, there were 13,410,923 shares of Genlyte Common Stock
issued and outstanding. The holders of a majority of the shares entitled to
vote, present in person or represented by proxy, will constitute a quorum for
the transaction of business at the Annual Meeting. The affirmative vote of a
majority of the shares of Genlyte Common Stock present in person or by proxy at
the Annual Meeting is required to elect directors or to approve the proposed
Genlyte 1998 Stock Option Plan.
Abstentions and broker non-votes are counted for purposes of determining
the presence or absence of a quorum for the transaction of business. Abstentions
are counted in tabulations of the votes cast on proposals presented to
stockholders, whereas broker non-votes are not counted for purposes of
determining whether a proposal has been approved. Under applicable Delaware law,
a broker non-vote will have no effect on the outcome of the matters to be acted
upon at the Annual Meeting, and an abstention will have the effect of a vote
against any proposal requiring an affirmative vote of a majority of the shares
present and entitled to vote thereon.
4
<PAGE>
COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of Genlyte Common Stock by the only persons (other than Glenn W.
Bailey as discussed below) known to Genlyte to be the beneficial owners of more
than 5% of the issued and outstanding Genlyte Common Stock as of March 2, 1998:
Amount and Nature
of Beneficial
Name and Address Ownership of Percent of
of Beneficial Owner Common Stock Class
------------------- ------------ -----
FMR Corp..................................... 1,533,900 (l) 11.4%
82 Devonshire Street
Boston, Massachusetts 02109
Marvin C. Schwartz........................... 1,200,890 (2) 9.0%
c/o Neuberger & Berman
605 Third Avenue
New York, NY 10158-3698
Neuberger & Berman LLC....................... 835,140 (3) 6.2%
605 Third Avenue
New York, NY 10158-3698
- ----------
(1) According to the Schedule 13G furnished to Genlyte by FMR Corp., FMR Corp.
is a holding company and has sole power to vote and to dispose of such
shares through its control of its wholly-owned subsidiary, Fidelity
Management Research Company, the beneficial owner of such shares. The
Schedule 13G also reports that Edward C. Johnson 3rd, Chairman of FMR
Corp., and FMR Corp. each has sole power to dispose of the balance of the
1,533,900 shares reported through FMR's acting as investment advisor to
certain other funds, including Fidelity Capital Builder Fund, the owner of
925,000 of such shares. The power to vote the shares held by such funds
resides with the funds' Boards of Trustees.
(2) According to the Schedule 13D furnished to Genlyte by Marvin C. Schwartz,
he held sole power to vote and to dispose of 337,400 of such shares
through his personal account in which he holds 252,400 of such shares and
through his management of an individual account for the benefit of a
partner of Neuberger & Berman with respect to 85,000 of such shares. The
Schedule 13D also reports 238,990 shares owned by the Neuberger & Berman
Profit Sharing Trust (the "Plan") of which Marvin C. Schwartz is
co-trustee. The power to vote and dispose of the shares held by such funds
is shared with the Plan's trustees. In addition, 624,500 shares are held
in several accounts for the benefit of Mr. Schwartz's family. Mr. Schwartz
is the beneficial owner of such shares based on his discretionary and
shared dispositive power over such accounts.
(3) According to the Schedule 13G furnished to Genlyte by Neuberger & Berman
LLC ("N&B"), N&B has sole power to vote and to dispose of 675,540 of such
shares and shared power to dispose of 835,140 shares. N&B disclaims
beneficial ownership of 400,100 shares owned by principals of N&B,
including those reported by Marvin C. Schwartz.
5
<PAGE>
The following table presents information regarding beneficial ownership of
Genlyte Common Stock by each member of the Board of Directors, the Named
Officers (defined INFRA), and all directors and executive officers as a group as
of March 2, 1998.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP OF
NAME GENLYTE COMMON STOCK PERCENT OF CLASS
- ---- ----------------------- ----------------
<S> <C> <C> <C>
Glenn W. Bailey
14 Bassett Creek Trail N., Hobe Sound, FL 33455 1,430,000 (1) 10.7%
Neil M. Bardach 6,695 (2) *
Robert B. Cadwallader 5,300 (3) *
Avrum I. Drazin 193,899 (4) 1.4%
Zia Eftekhar 63,623 (5) *
David M. Engelman 16,500 (6) *
Charles M. Havers 21,144 (7) *
Fred Heller 114,000 (8) *
Frank Metzger 140,750 (9) 1.0%
Larry K. Powers 109,653 (10) *
All directors and executive officers as a group 2,145,864 (11) 16.0%
(11 persons including those named)
</TABLE>
- -------------
* The percentage of shares owned by such director or named officer does not
exceed 1% of the issued and outstanding Genlyte Common Stock.
(1) Includes 210,000 shares of Genlyte Common Stock owned by Mr. Bailey's
spouse as to which Mr. Bailey disclaims beneficial ownership and 5,000
shares of Genlyte Common Stock which may be acquired upon the exercise of
options which are presently exercisable.
(2) Includes 5,000 shares of Genlyte Common Stock which may be acquired upon
the exercise of options which are presently exercisable.
(3) Includes 5,000 shares of Genlyte Common Stock which may be acquired upon
the exercise of options which are presently exercisable.
(4) Includes 1,000 shares of Genlyte Common Stock owned by Mr. Drazin's spouse
as to which Mr. Drazin disclaims beneficial ownership and 5,000 shares of
Genlyte Common Stock which may be acquired upon the exercise of options
which are presently exercisable.
(5) Includes 5,000 shares of Genlyte Common Stock which may be acquired upon
the exercise of options which are presently exercisable.
(6) Includes 7,500 shares of Genlyte Common Stock owned by Mr. Engelman's
spouse as to which Mr. Engelman disclaims beneficial ownership and 5,000
shares of Genlyte Common Stock which may be acquired upon the exercise of
options which are presently exercisable.
(7) Includes 11,750 shares of Genlyte Common Stock which may be acquired upon
the exercise of options which are presently exercisable.
(8) Includes 60,266 shares of Genlyte Common Stock owned by Mr. Heller's
spouse as to which Mr. Heller disclaims beneficial ownership.
(9) Includes 28,000 shares of Genlyte Common Stock owned by Dr. Metzger's
spouse as to which Dr. Metzger disclaims beneficial ownership and 5,000
shares of Genlyte Common Stock which may be acquired upon the exercise of
options which are presently exercisable.
(10) Includes 27,500 shares of Genlyte Common Stock which may be acquired upon
the exercise of options which are presently exercisable.
(11) Includes an aggregate of 312,766 shares of Genlyte Common Stock owned by
the spouses of certain of Genlyte's executive officers and directors as to
which each such executive officer or director disclaims beneficial
ownership and 82,750 shares of Genlyte Common Stock which may be acquired
upon the exercise of options which are presently exercisable.
6
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors was comprised
during fiscal 1997 of Messrs. Avrum I. Drazin, David M. Engelman and Dr. Frank
Metzger, with Dr. Metzger serving as Chairman. All Committee members except Mr.
Drazin are outside directors. The Committee reviews and recommends the
compensation arrangements for all executive officers, approves such arrangements
for other senior level employees, and administers and takes such other actions
as may be required in connection with certain compensation plans of Genlyte and
its operating subsidiaries. The Board of Directors reviews and approves
recommendations made by the Compensation Committee relating to the compensation
of Genlyte's executive officers.
The Compensation Committee has prepared the following report with
respect to executive compensation at Genlyte.
COMPENSATION PHILOSOPHY
Genlyte's compensation philosophy is to provide competitive pay for
competitive performance and superior pay for superior performance. Genlyte seeks
to ensure that its executive compensation programs and policies relate to and
support its overall objective to enhance stockholder value through the
profitable management of its operations. To achieve this goal, the following
objectives serve as guidelines for compensation decisions:
o Provide a competitive total compensation framework that enables Genlyte
to attract, retain and motivate key executives who will contribute to
Genlyte's success;
o Ensure that compensation programs are linked to performance on both an
individual and operating unit level; and
o Align the interests of employees with the interests of stockholders by
encouraging employee stock ownership.
COMPONENTS OF COMPENSATION
Genlyte's compensation strategy incorporates a combination of cash and
equity-based compensation as follows:
o A performance management system that relates individual base salary
changes to a formal process in which individual performance is
reviewed, discussed and evaluated.
o Short-term incentive programs that provide executives with the
opportunity to add substantial variable compensation to their annual
base salaries through attainment of specific, measurable goals intended
to encourage high levels of organizational performance and superior
achievement of individual objectives.
o Long-term incentive opportunities in the form of stock options in which
rewards are linked directly to stockholder gains.
For fiscal year 1997, Genlyte's compensation programs consisted of:
BASE SALARY
Salary pay levels at Genlyte are competitive with the marketplace. The
Compensation Committee uses commercially published surveys prepared by
established compensation consulting firms to assure that base compensation
levels are positioned relative to the range that is generally paid to executives
having similar levels of experience and responsibility at companies of
comparable size and complexity. Data is drawn from the electric lighting
equipment and supply industry as well as general industry survey data.
Consideration is also given to other factors such as individual performance and
potential.
7
<PAGE>
SHORT-TERM INCENTIVES
Executives and key employees of Genlyte participate in a short-term
incentive program which rewards the achievement of profit and profit-related
objectives. These employees are afforded an opportunity to earn substantial
variable compensation each year through participation in the Management
Incentive Compensation (MIC) Program. This program combines elements of profit
sharing, in which total management performance is rewarded only to the extent
also realized by stockholders as measured in Earnings Per Share (EPS), Earnings
Before Interest and Taxes (EBIT), and Return on Capital Employed (ROCE), and in
terms of individual performance, as measured by achievement of specific,
measurable goals established by participants and approved by management.
Funding for MIC awards is formula-driven based on achievement of
financial goals for each operating unit. The Board of Directors reviews and
approves profit and profit-related objectives at the beginning of each year. By
policy, the level of funding which results from the MIC formulas cannot be
modified and the total payout of awards for all MIC participants is limited to
15 percent of Genlyte's profit before taxes each year. In order to maximize
results, objectives are typically established at a level of performance above
normal expectations. Consideration is also given to past financial performance
as a means to ensure that consistent and sustained business results are
achieved.
Actual individual MIC awards are dependent upon three factors: (1) the
requirement that stated objectives be met by both individual participants and
their operating units; (2) the relative success and extent to which those
objectives are achieved; and (3) the participant's relative level within the
organization as determined annually according to policy guidelines.
In 1997, the Compensation Committee and the Board of Directors reviewed
and approved the renewal of the MIC Program, related policies, and all
recommended MIC awards.
LONG-TERM INCENTIVES
Genlyte believes that the interests of stockholders and executives
become more closely aligned when such executives are provided an opportunity to
acquire a proprietary interest through ownership of its Common Stock. Through
the Genlyte 1988 Stock Option Plan, and as proposed under the Genlyte 1998 Stock
Option Plan subject to stockholder approval, officers and key employees are
granted options to purchase Genlyte Stock and maintain significant share
ownership within the parameters of the program. Most grants are exercisable in
installments commencing two years after the date of grant. The exercise price of
options is set, and has at all times in the past been set, at fair market value
or book value, whichever is higher.
BENEFITS
Genlyte's executive officers participate in the same pension, health
and benefit programs that are generally available to other employees who are not
the subject of collective bargaining agreements. There are no special executive
officer plans with the exception of a now inactive Supplemental Employee
Retirement Plan in which two long-term executive officers still participate.
CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. Powers served as Chief Executive Officer in 1997 at a salary of
$310,000 per annum. Effective January 1, 1998, Mr. Powers' base salary was
increased to $350,000 by the Board of Directors. Mr. Powers received $303,400 in
incentive compensation for 1997 recognizing a significant improvement in the EPS
over the prior year, as well as the level of achievement of Mr. Powers'
individual objectives. In 1997, the Compensation Committee recommended and the
Board of Directors approved a stock option grant of 27,500 shares for Mr. Powers
in recognition of its assessment of his ability to enhance the long-term value
of Genlyte for the stockholders. That grant was consistent with the overall
design of the option program.
8
<PAGE>
CONCLUSION
In summary, the Compensation Committee continued its policy in fiscal
year 1997 of linking executive compensation to Genlyte performance. The outcome
of this process is that stockholders receive a fair return on their investment
while executives are rewarded in an appropriate manner for meeting or exceeding
performance objectives. The Committee believes that Genlyte's compensation
levels adequately reflect its philosophy of providing competitive pay for
competitive performance and superior pay for superior performance. Likewise, the
Committee believes that Genlyte's executive compensation programs and policies
are supportive of its overall objective to enhance stockholder value through the
profitable management of its operations.
Frank Metzger, Chairman
Avrum I. Drazin
David M. Engelman
EXECUTIVE COMPENSATION
The following table sets forth information concerning annual, long-term
and other compensation for services in Genlyte of those persons who were, on
December 31, 1997, Genlyte's (i) chief executive officer and (ii) other four
most highly compensated executive officers (together, the "Named Officers"):
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION
ANNUAL COMPENSATION AWARDS PAYOUT
- --------------------------------------------------------------------------- -------------------------------------------
OTHER STOCK ALL
NAME AND ANNUAL RESTRICTED OPTIONS/ LONG-TERM OTHER
PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) COMP ($) AWARDS ($) SARS(#) PAYOUT ($) COMP ($)
- --------------------------------------------------------------------------- -------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Larry K. Powers 1997 310,000 303,400 2,923 (1,2) 0 27,500 0 0
President & CEO 1996 309,423 232,400 4,380 (1,2) 0 52,500 0 0
1995 280,000 161,850 2,820 (1,2) 0 35,000 0 0
4,398 (1,2)
Neil M. Bardach 1997 170,000 124,320 0 0 0 0 0
Vice President, 1996 174,423 103,488 0 0 5,000 0 0
CFO & Treasurer 1995 165,000 78,624 0 0 10,000 0 0
Avrum I. Drazin 1997 222,000 (2) 25,474 36,000 (3) 0 10,000 0 12,018 (2,4)
President, Canlyte; 1996 230,733 (2) 17,498 36,000 (3) 0 5,000 0 11,823 (2,4)
Chairman of the 1995 226,008 (2) 10,951 36,000 (3) 0 10,000 0 10,851 (2,4)
Board/Genlyte
Zia Eftekhar 1997 214,423 159,014 0 0 12,500 0 22,367 (4)
President 1996 200,000 63,263 0 0 7,500 0 46,050 (4)
Lightolier Division 1995 200,000 15,208 35,780 (5) 0 10,000 0 13,425 (4)
Charles M. Havers 1997 164,500 98,680 0 0 0 0 0
VP & General 1996 152,000 107,288 0 0 5,000 0 0
Manager Supply Div. 1995 145,769 104,949 0 0 12,500 0 0
</TABLE>
(1) Director's fees for Canlyte, Inc., Genlyte's wholly owned subsidiary.
(2) These figures were converted from Canadian dollars to U.S. dollars using
the exchange rate as of the last day of the fiscal year for that period.
(3) Director's retainer and fees in U.S. dollars.
(4) Represents service and interest expense accrual for Supplemental Employee
Retirement Plan benefit.
(5) Represents expenses for relocation and related fees.
9
<PAGE>
OPTION GRANTS
Shown below is further information on grants of stock options pursuant
to the 1988 Stock Option Plan during the fiscal year ended December 31, 1997 to
the Named Officers reflected in the Summary Compensation Table. No stock
appreciation rights were granted under that Plan during fiscal 1997.
<TABLE>
<CAPTION>
OPTION GRANTS IN FISCAL 1997
INDIVIDUAL GRANTS
- ----------------------------------------------------------------------------------------------------------------
POTENTIAL REALIZABLE
VALUE OF ASSUMED
% OF ANNUAL RATES OF STOCK
TOTAL OPTIONS PRICE APPRECIATION
GRANTED TO EXERCISE OR FOR OPTION TERM (2)
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION ---------------------
NAME GRANTED(#)(1) FISCAL YEAR ($/SHARE) DATE 5%($) 10%($)
---- ------------- ----------- --------- ---- ----- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Larry K. Powers........... 27,500 15.4% $17.625 12/18/2002 $133,910 $295,907
Avrum I. Drazin........... 10,000 5.6% $17.625 12/18/2002 $48,695 $107,602
Zia Eftekhar.............. 12,500 7.0% $17.625 12/18/2002 $60,868 $134,503
</TABLE>
(1) These options were granted to the Named Officer five years prior to the
indicated expiration date and are exercisable at the rate of 50% per
year commencing two years after the date of grant. In the event of
certain mergers, consolidations or reorganizations of Genlyte or any
disposition of substantially all the assets of Genlyte or any
liquidation or dissolution of Genlyte, then in most cases all
outstanding options not exercisable in full shall be accelerated and
become exercisable in full for a period of 30 days. In addition, in the
event of certain changes in control of Genlyte or of its Board of
Directors, then any outstanding option not exercisable in full shall in
most cases be accelerated and become exercisable in full for the
remaining term of the option.
(2) Realizable value is shown net of option exercise price, but before
taxes associated with exercise. These amounts represent assumed
compounded rates of appreciation and exercise of the options
immediately prior to the expiration of their term. Actual gains, if
any, are dependent on the future performance of the Common Stock,
overall stock market conditions, and the optionee's continued
employment through the exercise period. The amounts reflected in this
table may not necessarily be achieved.
10
<PAGE>
OPTION EXERCISES AND FISCAL YEAR-END VALUES
Shown below is information with respect to the exercised/unexercised
options to purchase Genlyte's Common Stock granted in fiscal 1997 and prior
years under Genlyte's 1988 Stock Option Plan to the Named Officers and held by
them on December 31, 1997.
OPTION EXERCISES AND YEAR-END VALUE TABLE
AGGREGATED OPTION EXERCISES IN FISCAL YEAR 1997
AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
SHARES NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS AT
ACQUIRED OPTIONS AT FY-END (#) FY-END ($) (1)
ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE REALIZED ($) UNEXERCISABLE UNEXERCISABLE
---- -------- ------------ ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Larry K. Powers .............. 32,500 396,542 27,500/97,500 $309,087/$670,624
Neil M. Bardach .............. 20,000 192,500 5,000/10,000 $50,625/$101,875
Avrum I. Drazin .............. 48,125 533,097 5,000/20,000 $50,625/$103,125
Zia Eftekhar ................. 27,000 292,818 5,000/25,000 $50,625/$129,062
Charles M. Havers ............ 8,800 105,864 11,750/11,250 $134,782/$114,532
</TABLE>
- ----------------
(1) Based upon the 12/31/97 closing price of $17.75 for Genlyte stock on
the NASDAQ National Market System. Realizable value is shown net of
option exercise price, but before taxes associated with exercise.
RETIREMENT PLAN
The majority of Genlyte's employees who are employed in the United
States and who are not represented by a collective bargaining unit become
participants in a qualified noncontributory defined benefit pension plan (the
"Plan") on the January 1st following their date of hire. Each of the Named
Officers was a participant in the Plan during fiscal year 1997 except Mr.
Drazin, who is a participant in a Canadian Pension Plan.
The following table presents information regarding estimated annual
benefits payable upon normal retirement at age 65 in the form of a single life
annuity to persons in specified remuneration and years of service
classifications:
<TABLE>
<CAPTION>
FOR EMPLOYEES RETIRING AT AGE 65 IN 1998 (1)
AVERAGE COMPENSATION YEARS OF SERVICE AT RETIREMENT (2)
AT RETIREMENT 5 10 15 20 25 OR MORE
- -------------------- ------- ------ ------- ------- ----------
<S> <C> <C> <C> <C> <C>
$50,000........................ $ 3,472 $6,944 $10,415 $13,887 $17,359
$100,000....................... 7,722 15,444 23,165 30,887 38,609
$154,000 (3)................... 12,312 24,624 36,935 49,247 61,559
Greater than $154,000 (3)...... 12,312 24,624 36,935 49,247 61,559
</TABLE>
- ---------------
(1) For employees retiring at ages under 65, the estimated annual benefits
would be lower.
(2) The amounts are based on the formula which became effective January 1,
1995.
(3) In accordance with provisions of the Omnibus Budget Reconciliation Act
of 1993, effective January 1, 1994, the maximum allowable compensation
permitted in computing a benefit was $150,000, subject to annual cost
of living increases. For 1998, the maximum allowable compensation as
provided under IRS 401(a)(17) is $160,000. Therefore, the highest
possible final average compensation for a participant retiring in 1998
is $154,000. However, any accrued benefit as of December 31, 1994 which
is based on compensation in excess of $150,000 for years prior to 1994
will be protected.
11
<PAGE>
Remuneration covered by the Plan in a particular year includes (1) that
year's salary (base pay, overtime and commissions), and (2) compensation
received in that year under the Management Incentive Compensation Plan. The 1997
remuneration covered by the Retirement Plan includes, for the recipients
thereof, Management Incentive Compensation paid during 1997 with respect to 1996
awards.
For each of the following Named Officers of Genlyte, the credited years
of service under the Plan, as of December 31, 1997, and the remuneration
received during 1997 covered by the Plan were, respectively, as follows:
COVERED YEARS OF
NAME COMPENSATION SERVICE
---- ------------ -------
LARRY K. POWERS $160,000* 18
NEIL M. BARDACH $160,000* 3
ZIA EFTEKHAR $160,000* 30
CHARLES M. HAVERS $160,000* 3
* As limited by the maximum allowable compensation provided under IRS 401
(a)(17) of $160,000 for 1997.
Pension benefits at age 65 (normal retirement age) for active
participants as of January 1, 1998 are calculated as follows: 1.2% of final
five-year average pay up to covered compensation level, plus 1.7% of final
five-year average pay over the covered compensation level, multiplied by the
total years of recognized service, to a maximum of 25 years. All such
participants will receive the greater of their benefit under the new formula or
the benefit accrued under a prior plan formula as of December 31, 1994. In
addition, certain maximum benefit limitations are incorporated in the Plan. The
final five-year average pay is determined by taking the average of the highest
consecutive five-year period of earnings within a ten-year period prior to
retirement. The term "covered compensation", as defined by the Internal Revenue
Service, refers to the 35-year average of the Social Security taxable wage bases
applicable to a participant for each year projected to Social Security normal
retirement age.
EMPLOYMENT PROTECTION AGREEMENTS
Genlyte has entered into contracts with a group of key employees,
including Messrs. Powers, Bardach, Drazin, Eftekhar and Havers, that become
effective if the employee is employed on the date a change of control (as
defined in the agreement) occurs and that provide each such employee with a
guarantee that his duties, compensation and benefits will generally continue
unaffected for two (2) years following the change of control. In the event that
an eligible employee's employment is terminated without cause by Genlyte or if
the employee is constructively terminated within two (2) years following the
change of control, such employee will receive either ( i ) the sum of (x) two
(2) times the aggregate amount of his then current base salary, plus (y) two (2)
times the average of his last three (3) annual awards paid under Genlyte's
Management Incentive Compensation Plan plus (z) the present value of any
unvested benefits under Genlyte's qualified plans and the annual cost of the
employee's participation in all employee benefit plans of Genlyte or (ii) if it
would result in the employee receiving a greater net-after tax amount, a lesser
amount equal to the amount that produces the greatest net-after tax amount for
the employee. (An employee will be treated as having been constructively
terminated if he quits after being removed from office or demoted, his
compensation or benefits are reduced, his duties are significantly changed, his
ability to perform his duties is substantially impaired or his place of
employment is relocated a substantial distance from his principal residence.)
These agreements will continue in effect at least until December 31, 1998 and
automatically renew for an additional year as of each January 1 after December
31, 1998, unless Genlyte or the employee provides sixty (60) days written notice
of non-renewal prior to such January 1.
12
<PAGE>
APPROVAL OF THE GENLYTE 1998 STOCK OPTION PLAN
BACKGROUND
The Board of Directors of Genlyte has adopted The Genlyte 1998 Stock
Option Plan (the "1998 Plan") subject to the approval of the stockholders at the
Annual Meeting.
The proposed 1998 Plan, if approved, will be effective May 1, 1998 and
will replace the Genlyte 1988 Stock Option Plan (the "1988 Plan"), which
currently authorizes Genlyte to grant options until the plan expires on June 30,
1998. As of March 2, 1998, there were 636,517 shares available under the 1988
Plan for the grant of options. If the 1998 Plan is approved by the stockholders,
no additional options will be granted under the 1988 Plan. If the 1998 Plan is
not approved by the stockholders, options may be granted under the 1988 Plan
until its termination.
To be approved, the 1998 Plan requires the affirmative vote of a
majority of the shares of Genlyte Common Stock present or represented by proxy
at the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
PROPOSAL TO APPROVE THE 1998 PLAN.
The complete text of the 1998 Plan is set forth as Annex A to this
Proxy Statement. The following summary of the material features of the 1998 Plan
does not purport to be complete and is qualified in its entirety by reference to
Annex A.
PURPOSE OF PLAN
The purpose of the 1998 Plan is to enhance the profitability and value
of Genlyte and its affiliates for the benefit of stockholders by enabling
Genlyte (i) to offer employees of Genlyte and its affiliates, stock based
incentives, thereby creating a means to raise the level of stock ownership by
employees in order to attract, retain and reward such employees and align their
interests with those of Genlyte's stockholders, and (ii) to make equity based
incentive available to non-employee directors ("Outside Directors") thereby
creating a similar opportunity to attract, retain and reward such Outside
Directors and strengthen the mutuality of interests between the Outside
Directors and Genlyte's stockholders.
ELIGIBILITY
Employees of Genlyte and its 25 percent or more owned Affiliates are
eligible to be granted options under the 1998 Plan. In addition, Outside
Directors of Genlyte will receive non-discretionary options of Common Stock
under the 1998 Plan.
ADMINISTRATION
The 1998 Plan is to be administered by a committee of the Board of
Directors (the "Committee"), which is intended to be comprised solely of two or
more directors qualifying as "outside directors" under Section 162(m) of the
Internal Revenue Code of 1986, as amended (the "Code") and "non-employee"
directors under Rule 16b-3 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). The Committee will have full authority and discretion,
subject to the terms of the 1998 Plan, to determine those individuals, other
than Outside Directors, eligible to receive options and the amount and type of
options. Terms and conditions of options will be set forth in written grant
agreements, the terms of which will be consistent with the terms of the 1998
Plan. Options under the 1998 Plan may not be made on or after the fifth
anniversary of the date of its adoption, but options granted prior to such date
may extend beyond that date.
The 1998 Plan provides for the grant to eligible employees of stock
options, which may be either incentive stock options or non-qualified stock
options. The 1998 Plan also provides for the non-discretionary award of
non-qualified options to Outside Directors of Genlyte.
13
<PAGE>
AVAILABLE SHARES
A maximum of 2,000,000 shares of Common Stock may be issued pursuant to
the 1998 Plan. The maximum number of shares of Common Stock subject to stock
options that may be granted to any individual under the 1998 Plan shall be
150,000 for any fiscal year of Genlyte during the term of the 1998 Plan.
In general, upon the termination, cancellation or expiration of an
option, the unissued shares of Common Stock subject to such options will again
be available for issuance under the 1998 Plan, but will still count against any
specified individual limits.
AMENDMENTS
The 1998 Plan provides that it may be amended by the Board of
Directors, except that no such amendment, without stockholder approval to the
extent such approval is required by the applicable provisions of Rule 16b-3 of
the Exchange Act or for the exception for performance-based compensation under
Section 162(m) of the Code or to the extent applicable to incentive stock
options under Section 422 of the Code, may increase the aggregate number of
shares of Common Stock reserved for issuance or the maximum individual limits
for any fiscal year, change the classification of employees and Outside
Directors eligible to receive options, decrease the minimum option price of any
option, extend the maximum option period under the 1998 Plan, or change any
rights with respect to Outside Directors. Furthermore, in no event may the plan
be amended without the approval of the stockholders of Genlyte to increase the
aggregate number of shares of Common Stock that may be issued under the plan,
decrease the minimum option price of any option, or to make any other amendment
that would require stockholder approval under the rules of any exchange or
system on which Genlyte's securities are listed or traded.
EXERCISE OF OPTIONS
Unless determined otherwise by the Committee at the time of grant, upon
a Change in Control (as defined in the 1998 Plan), any unvested options will
automatically become 100% vested and exercisable. However, unless otherwise
determined by the Committee at the time of grant or thereafter, no acceleration
of exercisability shall occur with regard to certain options that the Committee
reasonably determines in good faith prior to a Change in Control will be honored
or assumed or new rights substituted therefor by a participant's employer
immediately following the Change in Control
Subject to limited post-employment exercise periods and vesting in
certain instances, both of which are within the discretion of the Committee,
options to a Participant under the 1998 Plan are forfeited upon any termination
of employment. Options will be non-assignable (except by will or the laws of
descent and distribution and except as determined by the Committee with regard
to non-qualified options granted to employees) and will have such terms and will
terminate upon such conditions as may be contained in individual option
agreements.
OPTION GRANTS TO EMPLOYEES
Under the 1998 Plan, the Committee may grant options to eligible
employees in the form of incentive stock options or non-qualified stock options.
The Committee will, with regard to each stock option, determine the number of
shares subject to the option, the term of the option (which shall not exceed ten
(10) years, provided, however, that the term of an incentive stock option
granted to a 10% stockholder of Genlyte and its parent and Affiliates shall not
exceed five (5) years), the exercise price per share of stock subject to the
option, the vesting schedule (if any), and the other material terms of the
option. No option may have an exercise price less than the Fair Market Value of
the Common Stock at the time of grant (or, in the case of an incentive stock
option granted to a 10% stockholder of Genlyte and its parent and Affiliates,
110% of Fair Market Value). Notwithstanding the foregoing, if an option is
modified, extended or renewed and, thereby, deemed to be the issuance of a new
option under the Code, the exercise price of the option may continue to be the
original price even if less than the Fair Market Value of the Common Stock at
the time of such modification, extension or renewal, but would no longer be an
Incentive Stock Option.
14
<PAGE>
The option price upon exercise may, to the extent determined by the
Committee at or after the time of grant, be paid by a participant in cash, in
shares of Common Stock owned by the participant (free and clear of any liens and
encumbrances), by a reduction in the number of shares of Common Stock issuable
upon exercise of the option or by such other method as is approved by the
Committee. All options may be made exercisable in installments, and the
exercisability of options may be accelerated by the Committee. The Committee may
at any time offer to buy an option previously granted on such terms and
conditions as the Committee shall establish. The Committee may in its discretion
reprice options or substitute options with lower exercise prices in exchange for
outstanding options that are not incentive stock options, provided that the
exercise price of the substitute options or repriced options shall not be less
than the Fair Market Value at the time of such repricing or substitution.
Options may also, at the discretion of the Committee, provide for "reloads",
whereby a new option is granted for the same number of shares as the number of
shares of Common Stock used by the participant to pay the option price upon
exercise.
OPTIONS GRANTED TO OUTSIDE DIRECTORS
Under the 1998 Plan, each Outside Director (a director who is not also
an employee of Genlyte) shall be granted (i) non-qualified options to purchase
6,000 shares of Common Stock as of the date the Outside Director is first
elected as a director on the Board and (ii) options to purchase 3,000 shares of
Common Stock upon each subsequent occasion on which the Outside Director is
reelected, on or after the effective date of this Plan (which, if approved by
the stockholders shall be May 1, 1998), as director by the Genlyte stockholders
(and provided he or she is still an Outside Director). No further options will
be granted to an Outside Director after his or her initial grant under the 1998
Plan if he or she does not hold at least 3,000 shares of Common Stock at the
time of the succeeding grant. Options granted to Outside Directors shall be
non-qualified options.
The purchase price of such options shall be 100% of the Fair Market
Value of the Common Stock at the time of grant, and the options shall vest and
become exercisable as to one-half of the shares of Common Stock on or after each
of the two anniversary dates following the date of grant. Payment of the
exercise price of such options may be made in cash, shares of Common Stock, or a
combination thereof or by such other method as approved by the Board. Outside
Directors' options shall expire on the tenth anniversary of the date of grant.
If a director is terminated for Cause (as that term is defined in the 1998
Plan), or if Genlyte obtains or discovers information after such director ceases
to serve that such director engaged in conduct that would have justified a
removal for Cause, all outstanding options of such director shall immediately
terminate.
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
The following discussion of the principal U.S. federal income tax
consequences with respect to options under the 1998 Plan is based on statutory
authority and judicial and administrative interpretations as of the date of this
Proxy Statement, which are subject to change at any time (possibly with
retroactive effect). This discussion is limited to the U.S. federal income tax
consequences to individuals who are citizens or residents of the U.S., other
than those individuals who are taxed on a residence basis in a foreign country.
The U.S. federal income tax law is technical and complex and the discussion
below represents only a general summary.
NON-QUALIFIED OPTIONS. Generally, no income will be recognized by the
recipient at the time of the grant of a non-qualified stock option. Upon
exercise of the option, the amount by which the Fair Market Value of the Common
Stock on the date of exercise exceeds the option exercise price will be taxable
to the recipient as ordinary income. The subsequent disposition of shares
acquired upon exercise of a non-qualified stock option will ordinarily result in
a capital gain or loss.
Except with respect to Outside Directors, the ordinary income
recognized with respect to the transfer of shares upon exercise of a
non-qualified stock option under the 1998 Plan will be subject to both wage
withholding and employment taxes, if applicable.
15
<PAGE>
Generally, a recipient's tax basis in the shares of Common Stock
received on exercise of a non-qualified stock option will be equal to the amount
of any cash paid on exercise plus the amount of ordinary income recognized by
such individual as a result of the receipt of such shares. Upon a subsequent
sale of the shares of Common Stock by the optionee, the optionee will recognize
short-term or long-term capital gain or loss, depending upon his or her holding
period for such Common Stock.
Genlyte generally will be entitled, subject to the possible application
of Sections 162(m) and 280G of the Code, as discussed below, to a tax deduction
in connection with the recipient's exercise of a non-qualified stock option in
an amount equal to the income recognized by the recipient.
INCENTIVE STOCK OPTIONS. Under current federal tax laws, the grant of
an incentive stock option can be made solely to employees. A participant who is
granted an incentive stock option generally does not recognize taxable income at
the time of the grant or exercise of the option. Similarly, Genlyte generally is
not entitled to a tax deduction at the time of the grant or exercise of the
option. However, the amount by which the fair market value of the stock acquired
pursuant to an incentive stock option exceeds the exercise price of an option is
an adjustment item for purposes of the alternative minimum tax. The aggregate
Fair Market Value of Common Stock (determined at the date of grant) with respect
to which incentive stock options can be exercisable for the first time by a
recipient during any calendar year cannot exceed $100,000. Any excess will be
treated as a non-qualified stock option. If (i) the participant makes no
disposition of the shares acquired pursuant to an incentive stock option within
two years from the date of grant or within one year from the exercise of the
option, and (ii) at all times during the period beginning on the date of the
grant of the option and ending on the day three months before the date of such
exercise the participant was an employee of either Genlyte or its affiliates,
any gain or loss realized on a subsequent disposition of shares will be treated
as a long-term capital gain or loss. Under such circumstances, Genlyte will not
be entitled to any deduction for federal income tax purposes. If the Common
Stock is held for more than 18 months after the date of exercise, the holder
will be taxed at the lowest rate applicable to capital gains for such holder. If
the participant disposes of the shares before the later of such dates or was not
employed by Genlyte or its affiliates during the entire applicable period, the
participant will have ordinary income equal to the difference between the
exercise price of the shares and the market value of the shares on the date of
exercise and Genlyte will be entitled to a corresponding tax deduction, subject
to the application of Sections 162(m) and 280G of the Code.
PARACHUTE PAYMENTS. In the event that the exercisability of any option
under the 1998 Plan is accelerated because of a change in ownership (as defined
in Code Section 280G(b)(2)), payments relating to the options, either alone or
together with any other payments may constitute excess parachute payments under
Section 280G of the Code, which, subject to certain exceptions, a portion of
such payments would be nondeductible to Genlyte and the recipient would be
subject to a 20% excise tax on such portion of the payment.
CODE SECTION 162(M). 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 such compensation exceeds
$1,000,000. "Covered employees" are a Company's chief executive officer on the
last day of the taxable year and any other individual whose compensation is
required to be reported to stockholders under the Exchange Act by reason of
being among the four most highly compensated officers (other than the chief
executive officer) for the taxable year and who are employed on the last day of
the taxable year. Compensation paid under certain qualified performance-based
compensation arrangements, which (among other things) provide for compensation
based on pre-established performance goals established by the Committee that is
comprised solely of two or more "outside directors", is not considered in
determining whether a "covered employee's" compensation exceeds $1,000,000. It
is intended that certain options under the 1998 Plan will satisfy the
requirements of Section 162(m) of the Code for performance-based compensation so
that the income recognized in connection with the options thereunder will not be
included in a "covered employee's" compensation for the purpose of determining
whether such covered recipient's compensation exceeds $1,000,000. As of the date
of this Proxy Statement, Genlyte has no "covered employees" with compensation in
excess of $1,000,000.
16
<PAGE>
The 1998 Plan is not subject to any of the requirements of the Employee
Retirement Income Security Act of 1974, as amended. The 1998 Plan is not, nor is
it intended to be, qualified under Section 401(a) of the Code.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires Genlyte's directors and executive officers, and persons who own more
than ten percent of Genlyte's Common Stock, to file with the Securities and
Exchange Commission ("SEC") initial reports of ownership and reports of changes
in ownership of Common Stock and other equity securities of Genlyte. Officers,
directors and greater than 10% shareholders are required by SEC regulation to
furnish Genlyte with copies of all Section 16(a) reports they file.
Based solely on its review of the copies of such forms received by it
with respect to fiscal 1997, Genlyte believes that there is compliance with all
filing requirements applicable to its directors, officers and persons who own
more than 10% of Genlyte's Common Stock.
INDEPENDENT PUBLIC ACCOUNTANTS
Upon the recommendation of the Audit Committee, the Board of Directors
has appointed Arthur Andersen LLP as Genlyte's principal independent public
accountants for the year 1998.
A representative of Arthur Andersen LLP, the Company's auditor for
1997, is expected to be present at the Annual Meeting and will have an
opportunity to respond to appropriate questions and make a statement if desired
to do so.
1999 PROPOSALS BY HOLDERS OF GENLYTE COMMON STOCK
Any proposal which a stockholder of Genlyte desires to have included in
the proxy statement relating to the 1999 Annual Meeting of Stockholders must be
received by Genlyte at its executive offices by no later than November 19, 1998.
The executive offices of Genlyte are located at 2345 Vauxhall Road, P.O. Box
3148, Union, N.J. 07083-1948.
COMPARATIVE STOCK PERFORMANCE
The graph below compares the cumulative total return on the Common
Stock of Genlyte with the cumulative total return on the NASDAQ Stock Market
Index (U.S. companies) and the Electric Lighting & Wiring Equipment Index (SIC
Group 364) from December 31, 1992(1). The graph assumes the investment of $100
in Genlyte Common Stock, the NASDAQ Stock Market Index, and the Electric
Lighting & Wiring Equipment Index on January 1, 1993.
[THE FOLLOWING TABLE IS REPRESENTATIVE OF THE GRAPHIC PLOT POINTS]
<TABLE>
<CAPTION>
COMPANY 1992 1993 1994 1995 1996 1997
- ------- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
The Genlyte Group Incorporated $100 $ 70.73 $ 82.93 $131.71 $243.90 $346.34
NASDAQ Stock Market Index (U.S. Companies) $100 $119.95 $125.94 $163.35 $202.99 $248.30
Electric Lighting & Wiring Equipment Index $100 $100.94 $103.74 $137.11 $170.93 $203.54
</TABLE>
(1) Total return calculations for the NASDAQ Stock Market Index, Electric
Lighting & Wiring Equipment Index (consisting of approximately 26
companies), and Genlyte Stock were performed by Media General Financial
Services.
17
<PAGE>
EXPENSES AND OTHER MATTERS
EXPENSES OF SOLICITATION
Genlyte will pay the costs of preparing, assembling and mailing this proxy
statement and the material enclosed herewith. Genlyte has requested brokers,
nominees, fiduciaries and other custodians who hold shares of its common stock
in their names to solicit proxies from their clients who own such shares and
Genlyte has agreed to reimburse them for their expenses in so doing.
In addition to the use of the mails, certain officers, directors and other
employees of Genlyte, at no additional compensation, may request the return of
proxies by personal interview or by telephone or telegraph.
OTHER ITEMS OF BUSINESS
The Board of Directors does not intend to present any further items of
business to the meeting and knows of no such items which will or may be
presented by others. However, if any other matter properly comes before the
meeting, the persons named in the enclosed proxy form will vote thereon in such
manner as they may in their discretion determine.
By Order of the Board of Directors,
DONNA R. RATLIFF
SECRETARY
March 23, 1998
18
<PAGE>
ANNEX A
GENLYTE 1998 STOCK OPTION PLAN
SECTION 1 PURPOSE
The purpose of the Genlyte 1998 Stock Option Plan (the "Plan") is to
enhance the profitability and value of The Genlyte Group Incorporated, a
Delaware corporation (the "Corporation"), and its Affiliates, for the benefit of
its stockholders by enabling the Corporation to: (i) offer stock-based
incentives to key employees including those who also serve as directors (the
"Eligible Employees"), thereby creating an opportunity to raise the level of
stock ownership by Eligible Employees in order to attract, retain and reward
such Eligible Employees and align their interests with those of the
Corporation's stockholders, and (ii) make equity-based awards to non-employee
directors of the Corporation (the "Outside Directors"), thereby creating a
similar opportunity to attract, retain and reward such Outside Directors and
strengthen the mutuality of interests between the Outside Directors and the
Corporation's stockholders.
SECTION 2 DEFINITIONS
For purposes of this Plan, the following terms shall have the meanings
indicated for the purpose of the Plan unless the context clearly indicates
otherwise:
2.1 "Affiliate" shall mean any corporation, or other entity, in which the
Corporation owns, directly or indirectly, 25% or more of the voting stock or
ownership interest, except with respect to the grant of Incentive Stock Options,
the term Affiliate shall mean a subsidiary corporation within the meaning of
Code Section 424(f) and a parent corporation within the meaning of Code Section
424(e).
2.2 "Board" shall mean the Board of Directors of the Corporation.
2.3 "Cause" shall mean, with respect to a Participant's Termination of
Employment, unless otherwise defined in an employment agreement or determined by
the Committee at grant, or, if no rights of the Participant are reduced,
thereafter, termination due to a Participant's dishonesty, fraud,
insubordination, willful misconduct, refusal to perform services (for any reason
other than illness or incapacity) or materially unsatisfactory performance of
his or her duties for the Corporation as determined by the Committee in its sole
discretion. With respect to a Participant's Termination of Directorship, Cause
shall mean an act or failure to act that constitutes "cause" for removal of a
director under applicable Delaware law.
2.4 "Change in Control" shall have the meaning set forth in Section 9 of
this Plan.
2.5 "Code" shall mean the Internal Revenue Code of 1986, as amended. Any
reference to any section of the Code shall also be a reference to any successor
provision.
2.6 "Committee" shall mean the Compensation Committee of the Board
appointed from time to time by the Board. Solely to the extent required under
Rule 16b-3 and Section 162(m) of the Code, such Committee shall consist of at
least two non-employee directors, each of whom shall be a non-employee director
as defined in Rule 16b-3 and an outside director as defined under Section 162(m)
of the Code. To the extent that no Committee exists which has the authority to
administer the Plan, the functions of the Committee shall be exercised by the
Board. If for any reason the appointed Committee does not meet the requirements
of Rule 16b-3 or Section 162(m) of the Code, such noncompliance with the
requirements of Rule 16b-3 or Section 162(m) the Code shall not affect the
validity of the awards, grants, interpretations or other actions of the
Committee.
2.7 "Common Stock" means the Common Stock, $.0l par value per share of the
Corporation.
2.8 "Disability" shall mean total and permanent disability, as defined in
Section 22(e) of the Code.
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2.9 "Effective Date" shall mean May 1, 1998.
2.10 "Eligible Employees" shall mean the employees of the Corporation and
its Affiliates who are eligible pursuant to Section 5.1 to be granted Options
under this Plan.
2.11 "Exchange Act" shall mean the Securities Exchange Act of 1934.
2.12 "Fair Market Value" for purposes of this Plan, unless otherwise
required by any applicable provision of the Code or any regulations issued
thereunder, shall mean, as of any date, the average of the highest and the
lowest prices as reported for the Common Stock on the applicable date as
reported by the Nasdaq Stock Market, Inc. ("NASDAQ"); provided that the average
price shall not be less than the book value of the Common Stock as of the same
date. If the Common Stock is not readily tradable on the NASDAQ, its Fair Market
Value shall be set in good faith by the Committee on the advice of a registered
investment adviser (as defined under the Investment Advisers Act of 1940).
2.13 "Incentive Stock Option" shall mean any stock option awarded under this
Plan intended to be and designated as an "Incentive Stock Option" within the
meaning of Section 422 of the Code.
2.14 "Non-Qualified Stock Option" shall mean any stock option awarded under
this Plan that is not an Incentive Stock Option.
2.15 "Outside Directors" shall mean any non-employee directors of the
Corporation or its Affiliates who are eligible pursuant to Section 7 of this
Plan to receive awards of stock options.
2.16 "Participant" shall mean the following persons to whom an Option has
been granted pursuant to this Plan: Eligible Employees and Outside Directors of
the Corporation and its Affiliates; provided, however, that Outside Directors
shall be Participants for purposes of the Plan solely with respect to awards of
non-qualified stock options pursuant to Section 7 of this Plan.
2.17 "Retirement" with respect to a Participant's Termination of Employment
shall mean a Termination of Employment without Cause from the Corporation by a
Participant who has attained (i) at least age sixty-five (65); or (ii) such
earlier date as approved by the Committee with regard to such Participant. With
respect to an Outside Director, Retirement shall mean the failure to stand for
reelection or the failure to be reelected after a Participant has attained age
sixty-five (65).
2.18 "Rule 16b-3" shall mean Rule 16b-3 under Section 16(b) of the Exchange
Act as then in effect or any successor provisions.
2.19 "Section 162(m) of the Code" shall mean the exception for
performance-based compensation under Section 162(m) of the Code and any Treasury
regulations thereunder.
2.20 "Stock Option" or "Option" shall mean any option to purchase shares of
Common Stock granted to Eligible Employees or Outside Director pursuant to
Section 6 or Section 7 of this Plan as applicable.
2.21 "Ten Percent Stockholder" shall mean a person owning stock of the
Corporation possessing more than ten percent 10% of the total combined voting
power of all classes of stock of the Corporation or its subsidiary corporation
as defined under Section 424(f) of the Code or its parent corporation as defined
in Section 424(e) of the Code.
2.22 "Termination of Employment" shall mean (i) a termination of service
(last day of active work without regard to any period during which any severance
or other payments are made) of a Participant from the Corporation and its
Affiliates; or (ii) when an entity which is employing a Participant ceases to be
an Affiliate, unless the Participant thereupon becomes employed by the
Corporation or another Affiliate.
2.23 "Transfer" or "Transferred" shall mean alienate, attach, sell, assign,
pledge, encumber or otherwise transfer.
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2.24 "Withholding of Taxes" shall have the meaning set forth in Section
12.4.
SECTION 3 ADMINISTRATION
3.1 THE COMMITTEE The Plan shall be administered and interpreted by the
Committee.
3.2 STOCK OPTION GRANTS The Board shall have full authority to grant stock
options, pursuant to the terms of this Plan, upon recommendation of the
Committee. Stock options shall be granted to Outside Directors of the
Corporation pursuant to Section 7. In particular, the Board (or the Committee if
so delegated) shall have the authority:
(a) to select the Eligible Employees to whom stock options may from
time to time be granted hereunder;
(b) to determine whether and to what extent stock options are to be
granted hereunder to one or more Eligible Employees;
(c) to determine, in accordance with the terms of this Plan, the number
of shares of Common Stock to be covered by each stock option granted to an
Eligible Employee hereunder;
(d) to determine the terms and conditions, consistent with the terms of
this Plan, of any Option granted hereunder to an Eligible Employee (including,
but not limited to, the share price, any restriction or limitation, any vesting
schedule or acceleration thereof, or any forfeiture restrictions or waiver
thereof, regarding any stock option and the shares of Common Stock relating
thereto, based on such factors, if any, as the Board (or the Committee if so
delegated) shall determine, in its sole discretion);
(e) to determine whether and under what circumstances a stock option
may be settled in cash and/or Common Stock under Subsection 6.3(d); and
(f) to determine whether to require an Eligible Employee, as a
condition of the granting of any Option, to not sell or otherwise dispose of
shares acquired pursuant to the exercise of the Option for a period of time as
determined by the Committee, in its sole discretion, following the date of the
acquisition of such Option.
3.3 GUIDELINES Subject to Section 10 hereof, the Committee shall have the
authority to adopt, alter and repeal such administrative rules, guidelines and
practices governing this Plan and perform all acts, including the delegation of
its administrative responsibilities, as it shall, from time to time, deem
advisable; to construe and interpret the terms and provisions of this Plan and
any Option issued under this Plan (and any agreements relating thereto); and to
otherwise supervise the administration of this Plan. The Committee may correct
any defect, supply any omission or reconcile any inconsistency in this Plan or
in any agreement relating thereto in the manner and to the extent it shall deem
necessary to carry this Plan into effect, but only to the extent any such action
would be permitted under the applicable provisions of Rule 16b-3 (if any) and
the applicable provisions of Section 162(m), of the Code (if any). The Committee
may adopt special guidelines and provisions for persons who are residing in, or
subject to, the taxes of, countries other than the United States to comply with
applicable tax and securities laws. If and to the extent applicable, this Plan
is intended to comply with Section 162(m) of the Code and the applicable
requirements of Rule 16b-3 and shall be limited, construed and interpreted in a
manner so as to comply therewith.
3.4 DECISIONS FINAL Any decision, interpretation or other action made or
taken in good faith by or at the direction of the Corporation, the Board, or the
Committee arising, out of or in connection with the Plan shall be within the
absolute discretion of the Corporation, the Board, or the Committee, as the case
may be, and shall be final, binding and conclusive on the Corporation and all
employees and Participants and their respective heirs, executors,
administrators, successors and assigns.
3.5 RELIANCE ON COUNSEL The Corporation, the Board or the Committee may
consult with legal counsel, who may be counsel for the Corporation or other
counsel, with respect to its obligations or duties
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hereunder, or with respect to any action or proceeding or any question of law,
and shall not be liable with respect to any action taken or omitted by it in
good faith pursuant to the advice of such counsel.
3.6 PROCEDURES If the Committee is appointed, the Board shall designate one
of the members of the Committee as Chairman of the Committee. The Committee
shall hold meetings subject to the by-laws of the Corporation, at such times and
places as the Board shall deem advisable. A majority of the Committee members
shall constitute a quorum. All determinations of Committee shall be made by a
majority of its members. Any decision or determination reduced to writing and
signed by all Committee members in accordance with the by-laws of the
Corporation shall be fully effective as if it had been made by a vote at a
meeting duly called and held. The Committee shall keep minutes of its meetings
and shall make such rules and regulations for the conduct of its business as it
shall deem advisable.
3.7 DESIGNATION OF CONSULTANTS - LIABILITY
(a) The Committee may designate employees of the Corporation and
professional advisors to assist the Committee in the administration of the Plan
and may grant authority to employees to execute agreements or other documents on
behalf of Committee.
(b) The Committee may employ such legal counsel, consultants and agents
as it may deem desirable for the administration of the Plan and may rely upon
any opinion received from any such counsel or consultant and any computation
received from any such consultant or agent. Expenses incurred by the Committee
or Board in the engagement of any such counsel, consultant or agent shall be
paid by the Corporation. The Committee, its members and any person designated
pursuant to paragraph (a) above shall not be liable for any action or
determination made in good faith with respect to the Plan. To the maximum extent
permitted by applicable law, no officer of the Corporation or member or former
member of the Committee or of the Board shall be liable for any action or
determination made in good faith with respect to the Plan or any Option granted
under it. To the maximum extent permitted by applicable law and the Certificate
of Incorporation and by-laws of the Corporation, and to the extent not covered
by insurance, each officer and member, or former member of the Committee or of
the Board shall be indemnified and held harmless by the Corporation against any
cost or expense (including reasonable fees of counsel reasonably acceptable to
the Corporation) or liability (including any sum paid in settlement of a claim
with the approval of the Corporation), and advanced amounts necessary to pay
foregoing at the earliest time and to the fullest extent permitted, arising out
of any act or omission to act in connection with the Plan, except to the extent
arising out of such officer's, member's or former member's own fraud or bad
faith. Such indemnification shall be in addition to any rights of
indemnification the officers, directors or members or former officers, directors
or members may have under applicable law or under the Certificate of
Incorporation or by-laws of the Corporation or Affiliate. Notwithstanding
anything else herein, this indemnification will not apply to the actions or
determinations made by an individual with regard to Options granted to him or
her under this Plan.
SECTION 4 SHARE AND OTHER LIMITATIONS
4.1 SHARES
(a) GENERAL LIMITATION The aggregate number of shares of Common Stock
which may be issued under this Plan shall not exceed 2,000,000 shares (subject
to any increase or decrease pursuant to Section 4.2) which may be either
authorized and unissued Common Stock or Common Stock held in or acquired for the
treasury of the Corporation, provided that no Option may be granted if,
immediately after giving effect to such grant, the number of shares of Common
Stock which may be issued upon the exercise of outstanding Options under the
Plan would exceed the lessor of 1,700,000 shares of Common Stock and 10% of the
issued and outstanding shares of Common Stock. If any Option granted under this
Plan expires, terminates or is canceled for any reason without having been
exercised in full or if the Corporation repurchases options pursuant to Section
6.3(f) of this Plan, the number of shares of Common Stock underlying the
repurchased Option and/or the number of shares of Common Stock underlying any
unexercised Option shall again be available for the purposes of awards under the
Plan.
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(b) INDIVIDUAL PARTICIPANT LIMITATIONS The maximum number of shares of
Common Stock subject to any Option which may be granted under this Plan to each
Participant shall not exceed 150,000 shares (subject to any increase or decrease
pursuant to Section 4.2) during each fiscal year of the Corporation.
4.2 CHANGES
(a) The existence of the Plan and the Options granted hereunder shall
not affect in any way the right or power of the Board or the stockholders of the
Corporation to make or authorize any adjustment, recapitalization,
reorganization or other change in the Corporation's capital structure or its
business, any merger or consolidation of the Corporation or Affiliate, any issue
of bonds, debentures, preferred or prior preference stock ahead of or affecting
Common Stock, the dissolution or liquidation of the Corporation or Affiliate,
any sale or transfer of all or part of its assets or business or any other
corporate act or proceeding.
(b) In the event of any such change in the capital structure or
business of Corporation by reason of any stock dividend or distribution, stock
split or reverse stock split, recapitalization, reorganization, merger,
consolidation, split-up, combination, exchange of shares, distribution with
respect to its outstanding Common Stock or capital stock other than Common
Stock, sale or transfer of all or part of its assets or business,
reclassification of its capital stock, or any similar change affecting the
Corporation's capital structure or business, and the Committee determines an
adjustment is appropriate under the Plan, then the aggregate number and kind of
shares which thereafter may be issued under this Plan, the number and kind of
shares to be issued upon exercise of an outstanding Option granted under this
Plan and the exercise price thereof shall be appropriately adjusted consistent
with such change in such manner as the Committee may deem equitable to prevent
substantial dilution or enlargement of the rights granted to, or available for,
Participants under this Plan or as otherwise necessary to reflect the change,
and any such adjustment determined by the Committee shall be binding and
conclusive on the Corporation and all Participants and employees and their
respective heirs, executors, administrators, successors and assigns.
(c) Fractional shares of Common Stock resulting from any adjustment in
Options pursuant to Section 4.2(a) or (b) shall be aggregated until, and
eliminated at, the time of exercise by rounding-down for fractions less than
one-half (1/2) and rounding-up for fractions equal to or greater than one-half
(1/2). No cash settlement shall be made with respect to fractional shares
eliminated by rounding. Notice of adjustment shall be given by the Committee to
each Participant whose Option has been adjusted and such adjustment (whether or
not such notice is given) shall be effective and binding for all purposes of the
Plan.
SECTION 5 ELIGIBILITY
5.1 All employees of the Corporation and its Affiliates are eligible to be
granted options under this Plan. Eligibility under this Plan shall be determined
by Committee in its sole discretion.
5.2 Outside Directors of the Corporation are only eligible to receive an
award of non-qualified stock options in accordance with Section 7 of the Plan.
SECTION 6 EMPLOYEE STOCK OPTION GRANTS
6.1 OPTION Each stock option granted hereunder shall be one of two types:
(i) an Incentive Stock Option intended to satisfy the requirements of Section
422 of the Code or (ii) a non-qualified stock option.
6.2 GRANTS The Committee shall have the authority to grant to any Eligible
Employee one or more Incentive Stock Options, non-qualified stock options, or
both types of stock options. To the extent that any stock option does not
qualify as an Incentive Stock Option (whether because of its provisions or the
time or manner of its exercise or otherwise), such stock option or the portion
thereof which does not qualify, shall constitute a separate non-qualified stock
option.
6.3 TERMS OF OPTION Options granted under this Plan shall be subject to the
following terms and conditions, and shall be in such form and contain such
additional terms and conditions, not inconsistent with the terms of this Plan,
as the Committee shall deem desirable:
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(a) OPTION PRICE The option price per share of Common Stock purchasable
under an Incentive Stock Option shall be determined by the Committee at the time
of grant but shall not be less than 100% of the Fair Market Value of the share
of Common Stock at the time of grant; provided, however, if an Incentive Stock
Option is granted to a Ten Percent Stockholder, the purchase price shall be no
less than 110% of the Fair Market Value of the Common Stock. The purchase price
of Common Stock subject to a non-qualified stock option shall be determined by
the Committee but shall not be less than 100% of the Fair Market Value of Common
Stock at the time of grant, or the par value of the Common Stock, whichever is
greater. Notwithstanding the foregoing, if an Option is modified, extended or
renewed, and thereby, deemed to be the issuance of an Option under the Code, the
exercise price of an Option may continue to be the original exercise price even
if less than the Fair Market Value of the Common Stock at the time of such
modification, extension or renewal, provided that if such original exercise
price is less than the Fair Market Value of the Common Stock at the time of such
modification, extension or renewal, such Option shall be a non-qualified stock
option.
(b) OPTION TERM The term of each stock option shall be fixed by the
Committee, but no stock option shall be, exercisable more than ten (10) years
after the date the Option is granted, provided, however, the term of an
Incentive Stock Option granted to a Ten Percent Stockholder may not exceed five
(5) years.
(c) EXERCISABILITY Stock options shall be exercisable at such time or
times and subject to such terms and conditions as shall be determined by the
Committee at grant. If the Committee provides, in its discretion, that any stock
option is exercisable subject to certain limitations (including, without
limitation, that it is exercisable only in installments or within certain time
periods), the Committee may waive such limitations on the exercisability at any
time at or after grant in whole or in part (including, without limitation, that
the Committee may waive the installment exercise provisions or accelerate the
time at which Options may be exercised), based on such factors, if any, as the
Committee shall determine, in its sole discretion.
(d) METHOD OF EXERCISE Subject to whatever installment exercise and
waiting period provisions apply under subsection (c) above, stock options may be
exercised in whole or in part at any time during the Option term, by giving
written notice of exercise to the Corporation specifying the number of shares to
be purchased. Such notice shall be accompanied by payment in full in cash, by a
cashless exercise (through the delivery of irrevocable instructions to a broker
to deliver promptly to the Company an amount equal to the purchase price), or
such other arrangement for the satisfaction of the purchase price, as the
Committee may accept. If and to the extent determined by the Committee in its
sole discretion at or after grant, payment in full or in part may also be made
in the form of Common Stock withheld from the shares to be received on the
exercise of a stock option hereunder or Common Stock owned by the Participant
for a period of at least 6 months (and for which the Participant has good title
free and clear of any liens and encumbrances) based, in each case, on the Fair
Market Value of the Common Stock on the payment date as determined by the
Committee. No shares of Common Stock shall be issued until payment, as provided
herein, therefore has been provided for or made.
(e) INCENTIVE STOCK OPTION LIMITATIONS To the extent that the aggregate
Fair Market Value (determined as of the time of grant) of the Common Stock with
respect to which Incentive Stock Options are exercisable for the first time by
an Eligible Employee during any calendar year under the Plan and/or any other
stock option plan of the Corporation or any subsidiary corporation as defined in
Code Section 424(f) or a parent corporation as defined in Code Section 424(e)
exceeds $100,000, such Option shall be treated as options which are not
Incentive Stock Options. In addition, if an Eligible Employee does not remain
employed by the Corporation, any subsidiary or parent corporation (within the
meaning of Section 424(e) or 424(f) of the Code) at all times from the time the
Option is granted until three (3) months prior to the date of exercise (or such
other period as required by applicable law), such Option shall be treated as an
Option which is not an Incentive Stock Option.
Should the foregoing provision not be necessary in order for the stock
options to qualify as Incentive Stock Options, or should any additional
provisions be required, the Committee may amend the Plan accordingly, without
the necessity of obtaining the approval of the stockholders of the Corporation.
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(f) BUY OUT AND SETTLEMENT PROVISIONS The Committee may at any time on
behalf of the Corporation offer to buy out an Option previously granted, based
on such terms and conditions as the Committee shall establish and communicate to
the Participant at the time that such offer is made.
(g) FORM, MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS Subject to
terms and conditions and within the limitations of the Plan, an Option shall be
evidenced by such form of agreement or grant as is approved by the Committee,
and the Committee may modify, extend or renew outstanding Options granted under
the Plan (provided that the rights of a Participant are not reduced without his
consent), or accept the surrender of outstanding Options (up to the extent not
theretofore exercised) and authorize the granting of new Options in substitution
therefore (to extent not theretofore exercised).
(h) OTHER TERMS AND CONDITIONS Options may contain such other
provisions, which shall not be inconsistent with any of the foregoing terms of
the Plan, as the Committee shall deem appropriate including, without limitation,
permitting "reloads" such that the same number of Options are granted as the
number of Options exercised, shares used to pay for the exercise price of
Options or shares used to pay withholding taxes ("Reloads"). With respect to
Reloads, the exercise price of the stock option shall be the Fair Market Value
on the date of the "reload" and the term of the stock option shall be the same
as the remaining term of the Options that are exercised, if applicable, or such
other exercise price and term as determined by the Committee.
6.4 TERMINATION OF EMPLOYMENT The following rules apply with regard to
Options upon Termination of Employment:
(a) TERMINATION BY REASON OF DEATH If a Participant's Termination of
Employment is by reason of death, any stock option held by such participant,
unless otherwise determined by the Committee at grant or, if no rights of the
Participant's estate are reduced, thereafter, may be exercised by the legal
representative of the estate, at any time within a period of one (1) year from
the date of such death, but in no event beyond the expiration of the stated term
of such stock option.
(b) TERMINATION BY REASON OF DISABILITY OR RETIREMENT If a
Participant's Termination of Employment is by reason of Disability or
Retirement, any stock option held by such Participant, unless otherwise
determined by the Committee at grant or, if no rights of the Participant are
reduced, thereafter, may be exercised, to the extent exercisable at the
Participant's termination, by the Participant (or the legal representative of
the Participant's estate if the Participant dies after termination) at any time
within a period of ninety (90) days from the date of such termination, but in no
event beyond the expiration of the stated term of such stock option; provided
that the Board may, in its sole discretion, accelerate the exercisability of any
installments of such Option that were not exercisable at the time of such
holder's Disability or Retirement.
(c) INVOLUNTARY TERMINATION WITHOUT CAUSE If a Participant's
Termination of Employment is by involuntary termination without Cause, any stock
option held such Participant, unless otherwise determined by the Committee at
grant or, if no rights of the Participant are reduced, thereafter, may be
exercised, to the extent exercisable at termination, by the Participant at any
time within a period of ninety (90) days from the date of such termination, but
in no event beyond the expiration of the stated term of such stock option.
(d) VOLUNTARY TERMINATION If a Participant's Termination of Employment
is voluntary and occurs prior to, or more than ninety (90) days after, the
occurrence of an event which would be grounds for Termination of Employment by
the Corporation for Cause (without regard to any notice or cure period
requirements), any stock option held by such Participant, unless otherwise
determined by the Committee at grant or, if no rights of the Participant are
reduced, thereafter, may be exercised, to the extent exercisable at termination,
by the Participant at any time within a period of thirty (30) days from the date
of such termination, but in no event beyond the expiration of the stated term of
such stock option.
(e) OTHER TERMINATION Unless otherwise determined by the Committee at
grant or, if no rights of the Participant are reduced, thereafter, if a
Participant's Termination of Employment is for any
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reason other than Death, Disability, Retirement, Involuntary Termination without
Cause or Voluntary Termination, any stock options held by such Participant shall
thereupon terminate and expire as of the date of termination, provided that
(unless the Committee determines a different period upon grant or, if, no rights
of the Participant are reduced, thereafter) in the event the termination is for
Cause or is a voluntary termination within ninety (90) days after occurrence of
an event which would be grounds for Termination of Employment by the Corporation
for Cause (without regard to any notice or cure period requirement), any stock
option held by the Participant at the time of occurrence of the event which
would be grounds for Termination of Employment by the Corporation for Cause
shall be deemed to have terminated and expired upon occurrence of the event
which would be grounds for Termination of Employment by the Corporation for
Cause.
SECTION 7 OUTSIDE DIRECTOR STOCK OPTION GRANTS
7.1 OPTIONS The terms of this Section 7 shall apply only to Options granted
to Outside Directors.
7.2. GRANTS Without further action by the Board or the stockholders of the
Corporation, each Outside Director shall:
(a) subject to the terms of the Plan, be granted Options to purchase
6,000 shares of Common Stock on such date following the effective date of the
Plan, as the Outside Director is first elected as a director on the Board, or
(b) in the case of directors already elected, subject to the terms of
the Plan, Options will be granted to purchase 3,000 shares of Common Stock upon
each subsequent occasion on which the Outside Director is reelected, on or after
the effective date of this Plan, as director to the Board by the stockholders of
the Corporation; provided, however, that at such time following the initial
grant to an Outside Director pursuant to this section, no further options shall
be granted to an Outside Director who does not hold at least 3,000 shares of
Common Stock.
7.3 NON-QUALIFIED STOCK OPTION Any stock option granted under this Section
7 shall be non-qualified stock options.
7.4 TERMS OF OPTION. Options granted under this Section 7 shall be subject
following terms and conditions and shall be in such form and contain such
additional terms and conditions, not inconsistent with terms of this Plan, as
the Committee shall deem desirable:
(a) OPTION PRICE The purchase price per share deliverable upon the
exercise of an Option granted pursuant to Section 7.2 shall be 100% of the Fair
Market Value of Common Stock at the time of the grant of the Option, or the par
value of the Common Stock, whichever is greater.
(b) EXERCISABILITY Except as otherwise provided herein, fifty percent
(50%) of any Option granted under this Section 7 shall be exercisable on or
after each of the two anniversary dates following the date of grant. All Options
shall fully vest upon a Change in Control.
(c) METHOD FOR EXERCISE An Outside Director electing to exercise one or
more Options shall give written notice of exercise to the Corporation specifying
the number of shares to be purchased. Common Stock purchased pursuant to the
exercise of Options shall be paid for at the time of exercise in cash or by
delivery of unencumbered Common Stock owned by the Outside Director for a period
of at least 6 months (and for which the Participant has good title free and
clear of any liens and encumbrances), or a combination thereof or by such other
method as approved by the Committee.
(d) OPTION TERM Except as otherwise provided herein, if not previously
exercised each Option shall expire upon the tenth anniversary of the date of the
grant thereof.
7.5 TERMINATION OF DIRECTORSHIP The following shall apply with regard to
Options upon the termination of directorship:
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(a) CEASING TO BE A DIRECTOR FOR REASONS OTHER THAN FOR CAUSE Except as
otherwise provided herein, upon the termination of directorship for reasons
other than cause as set forth in (b) below, all outstanding Options then
exercisable and not exercised by the Participant prior to such termination of
directorship shall remain exercisable, to the extent exercisable at the
termination of directorship, by the Participant or, in the case of death, by the
Participant's estate or by the person given authority to exercise such Options
by will or by operation of law, for the remainder of the stated term of such
Options.
(b) CAUSE Upon removal, failure to stand for reelection or failure to
be renominated for Cause, or if the Corporation obtains or discovers information
after termination of directorship that such Participant had engaged in conduct
that would have justified a removal for Cause during such directorship, all
outstanding Options of such Participant shall immediately terminate and shall be
null and void.
(c) CANCELLATION OF OPTIONS No Options that were not exercisable during
the period such person serves as a director shall thereafter become exercisable
upon a termination of directorship for any reason or no reason whatsoever, and
such Options shall terminate and become null and void upon a termination of
directorship.
SECTION 8 NON-TRANSFERABILITY
No stock option shall be transferable by the Participant other than by
will or by the laws of descent and distribution. All stock options shall be
exercisable, during the Participant's lifetime, only by the Participant. No
Option shall, except as otherwise specifically provided by law or herein, be
transferable in any manner, and any attempt to Transfer any such Option shall be
void, and no such Option shall in any manner be liable for or subject to the
debts, contracts, liabilities, engagements or torts of any person who shall be
entitled to such Option nor shall it be subject to attachment or legal process
for or against such person. At the request of the holder of any Option, shares
of Common Stock purchased upon the exercise of such Option shall be issued only
to the holder, or alternatively, into the name of such holder and another
person, jointly with the right of survivorship. Notwithstanding the foregoing,
the Committee may determine at the time of grant or thereafter, that a stock
option, other than an Incentive Stock Option, that is otherwise not transferable
pursuant to this Section 8 is transferable in whole or part and in such
circumstances, and under such conditions, as specified by the Committee.
SECTION 9 CHANGE IN CONTROL PROVISIONS
9.1 BENEFITS In the event a Change in Control of the Corporation (as
defined below), except as otherwise provided by the Committee upon the grant of
an Option, the Participant shall be entitled to the following benefits:
(a) All outstanding Options of such Participant granted prior to the
Change in Control shall be fully vested and immediately exercisable in their
entirety. The Committee, in its sole discretion, may provide for the purchase of
any such stock options by the Corporation for an amount of cash equal to the
excess of the Change in Control price (as defined below) of the shares of Common
Stock covered by such stock options, over the aggregate exercise price of such
stock options. For purposes of this Section 9.1, Change in Control price shall
mean the greater of (i) the highest price per share of Common Stock paid in any
transaction related to a Change in Control of the Corporation, or (ii) the
highest Fair Market Value per share of Common Stock at any time during the sixty
(60) day period preceding a Change in Control.
(b) Notwithstanding anything to the contrary herein, unless the
Committee provides otherwise at the time an Option is granted to an Eligible
Employee hereunder or thereafter, no acceleration of exercisability shall occur
with respect to such Option if the Committee reasonably determines in good
faith, prior to the occurrence of the Change in Control, that the Options shall
be honored or assumed, or new rights substituted therefore (each such honored,
assumed or substituted option hereinafter called an "Alternative Option"), by a
Participant's employer (or the parent or subsidiary of such employer)
immediately following the Change in Control, provided that any such Alternative
Option must meet the following criteria:
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(i) the Alternative Option must be based on stock which is
traded on an established securities market, or which will be so traded within
thirty (30) days of the Change in Control;
(ii) the Alternative Option must provide such Participant
with rights and entitlements substantially equivalent to or better than the
rights, terms and conditions applicable under such Option, including, but not
limited to, an identical or better exercise schedule; and
(iii) the Alternative Option must have economic value
substantially equivalent to the value of such Option (determined at the time of
the Change in Control).
For purposes of Incentive Stock Options, any assumed or substituted
Option shall comply with the requirements of Treasury regulation Section 1.425-1
(and any amendments thereto).
9.2 CHANGE IN CONTROL A "Change in Control" shall be deemed to have
occurred:
(a) upon any "person" as such term is used in Sections 13(d) and 14(d)
of the Exchange Act (other than the Corporation, any trustee or other fiduciary
holding securities under any employee benefit plan of the Corporation, any
company owned, directly or indirectly, by the stockholders of the Corporation in
substantially the same proportions as their ownership of Common Stock of the
Corporation, or as a group or individually) becoming the owner (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the
Corporation representing twenty-five percent (25 %) or more of the combined
voting power of the Corporation's then outstanding securities (including,
without limitation, securities owned at the time of any increase in ownership);
(b) during any period of two (2) consecutive years, individuals who at
the beginning of such period constitute the Board of Directors, and any new
director (other than a director designated by a person who has entered into an
agreement with the Corporation to effect a transaction described in paragraph
(a), (c), or (d) of this section) or a director whose initial assumption of
office occurs as a result of either actual or threatened election contest (as
such terms are used in Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act) or other actual or threatened solicitation of proxies or consents
by or on behalf of a person other than the Board of Directors of the Corporation
whose election by the Board of Directors or nomination for election by the
Corporation's stockholder was approved by a vote of at least two-thirds of the
directors then still in office who either were directors at the beginning of the
two-year period or whose election or nomination for election was previously so
approved, cease for any reason to constitute at least a majority of the Board of
Directors;
(c) upon the merger or consolidation of the Corporation with any other
corporation, other than a merger or consolidation which would result in the
voting securities of the Corporation outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) more than fifty percent (50%) of
the combined voting power of the voting securities of the Corporation or such
surviving entity outstanding immediately after such merger or consolidation;
provided, however, that a merger or consolidation effected to implement a
recapitalization of the Corporation (or similar transaction) in which no person
(other than those covered by the exceptions in (a) above) acquires more than
twenty-five percent (25%) of the combined voting power of the Corporation's then
outstanding securities shall not constitute a Change in Control of the
Corporation; or
(d) upon approval by the Corporation's stockholders of a plan of
complete liquidation of the Corporation or an agreement for the sale or
disposition by the Corporation of all or substantially all of the Corporation's
assets other than the sale or substantially all of the assets of the Corporation
to a person or persons who beneficially own, directly or indirectly, at least
fifty percent (50%) or more of combined voting power of the outstanding voting
securities of the Corporation at the time of the sale.
SECTION 10 TERMINATION OR AMENDMENT OF THE PLAN
Notwithstanding any other provision of this Plan, the Board may at any
time, and from time to time, amend, in whole or in part, any or all of the
provisions of the Plan, or suspend or terminate it entirely,
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retroactively or otherwise; provided, however, that, unless otherwise required
by law or specifically provided herein, the rights of a Participant with respect
to Options granted prior to such amendment, suspension or termination, may not
be impaired without the consent of such Participant and, provided further,
without the approval of the stockholders of the Corporation, if and to the
extent required by the applicable provisions of Rule 16b-3 or, if and to the
extent required, under the applicable provisions of Section 162(m) of the Code,
or with regard to Incentive Stock Options under Section 422 of the Code, no
amendment may be made which would (i) increase the aggregate number of shares of
Common Stock that may be issued under this Plan; (ii) increase the maximum
individual Participant limitations for a fiscal year under Section 4.l(b); (iii)
change the classification of employees and Outside Directors eligible to receive
Options under this Plan; (iv) decrease the minimum Option price of any stock
option; (v) extend the maximum Option period under Section 6.3; (vi) change any
rights under the Plan with regard to Outside Directors; or (vii) require
stockholder approval in order for the Plan to continue to comply with the
applicable provisions, if any, of Rule 16b-3, Section 162(m) of the Code or,
with regard to Incentive Stock Options, Section 422 of the Code. In no event may
the Plan be amended without the approval of the stockholders of the Corporation
in accordance with the applicable laws or other requirements to increase the
aggregate number of shares of Common Stock that may be issued under the Plan,
decrease the minimum option price of any stock option, or to make any other
amendment that would require stockholder approval under the rules of any
exchange or system on which the Company's securities are listed or traded at the
request of the Corporation.
Except with respect to the award of stock options to Outside Directors
under Section 7, the Committee may amend the terms of any Option granted,
prospectively or retroactively, but, subject to Section 4 above or as otherwise
specifically provided herein, no such amendment or other action by the Committee
shall impair the rights of any Participant without the Participant's consent.
SECTION 11 UNFUNDED PLAN
This Plan is intended to constitute an "unfunded" plan for incentive
compensation. With respect to any payments as to which a Participant has a fixed
and vested interest but which are not yet made to a Participant by the
Corporation, nothing contained herein shall give any such Participant any rights
that are greater than those of a general creditor of the Corporation.
SECTION 12 GENERAL PROVISIONS
12.1 LEGEND The Committee may require each person receiving shares pursuant
to the exercise of an Option under the Plan to represent to and agree with the
Corporation in writing that the Participant is acquiring the shares without a
view to distribution thereof. In addition to any legend required by this Plan,
the certificates for such shares may include a legend that the Committee deems
appropriate to reflect any restrictions on Transfer.
All certificates for shares of Common Stock delivered under the Plan
shall be subject to such stock transfer orders and other restrictions as the
Committee may deem advisable under the rules, regulations and other requirements
of the Securities and Exchange Commission, any stock exchange upon which the
Common Stock is then listed or any national securities association system upon
whose system the Common Stock is then quoted, any applicable Federal or state
securities law, and any applicable corporate law, and the Committee may cause a
legend or legends to be put on any such certificates to make appropriate
reference to such restrictions.
12.2 OTHER PLANS Nothing contained in this Plan shall prevent the Board from
adopting other or additional compensation arrangements, subject to stockholder
approval if such approval is required; and such arrangements may be either
generally applicable or applicable only in specific cases.
12.3 NO RIGHT TO EMPLOYMENT/DIRECTORSHIP Neither this Plan nor the grant of
any Option hereunder shall give any Participant or other employee any right with
respect to continuance of employment with the Corporation or any Affiliate, nor
shall there be a limitation in any way on the right of the Corporation or any
Affiliate by which the employee is employed to terminate his employment at any
time. Neither this Plan or the grant of any Option hereunder shall impose any
obligations on the
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Corporation to retain any Participant as a director nor shall it impose on the
part of any Participant any obligation to remain as a director of the
Corporation.
12.4 WITHHOLDING OF TAXES The Corporation shall have the right to deduct
from any payment to be made to a Participant, or to otherwise require, prior to
the issuance or delivery of any shares of Common Stock or the payment of any
cash hereunder, payment by the Participant of, any Federal, state or local taxes
required by law to be withheld. The Committee may permit any such withholding
obligation with regard to any Participant to be satisfied by reducing the number
of shares of Common Stock otherwise deliverable or by delivering shares of
Common Stock already owned. Any fraction of a share of Common Stock required to
satisfy such tax obligation shall be disregarded and the amount due shall be
paid instead in cash by the Participant.
12.5 GOVERNING LAW This Plan shall be governed and construed in accordance
with the laws of the State of Delaware (regardless of the law that might
otherwise govern under applicable Delaware principles of conflict of laws).
12.6 CONSTRUCTION Wherever any words are used in this Plan in the masculine
gender they shall be construed as though they were also used in the feminine
gender in all cases where they would so apply, and wherever any words are used
herein in the singular form they shall be construed as though they were also
used in the plural form in all case where they would so apply.
12.7 OTHER BENEFITS No Option payment under this Plan shall be deemed
compensation for purposes of computing benefits under any retirement plan of the
Corporation or its Affiliates nor affect any benefits under any other benefit
plan now or subsequently in effect under which the availability or amount of
benefits is related to the level of compensation.
12.8 COSTS The Corporation shall bear all expenses included in administering
this Plan, including expenses of issuing Common Stock pursuant to any Options
hereunder.
12.9 NO RIGHT TO SAME BENEFITS The provisions of Options need not be the
same with respect to each Participant, and such Options granted to individual
Participants need not be the same in subsequent years.
12.10 DEATH/DISABILITY The Committee may in its discretion require the
transferee of a Participant to supply it with written notice of the
Participant's death or Disability and to supply it with a copy of the will (in
the case of the Participant's death) or such other evidence as the Committee
deems necessary to establish the validity of the transfer of an Option. The
Committee may also require that the agreement of the transferee to be bound by
all of the terms and conditions of the Plan.
12.11 SECTION 16(B) OF THE EXCHANGE ACT All elections and transactions under
the Plan by persons subject to Section 16 of the Exchange Act involving shares
of Common Stock are intended to comply with any applicable condition under Rule
16b-3. The Committee may establish and adopt written administrative guidelines,
designed to facilitate compliance with Section 16(b) of the Exchange Act, as it
may deem necessary or proper for the administration and operation of the Plan
and the transaction of business thereunder.
12.12 SEVERABILITY OF PROVISIONS If any provision of the Plan shall be held
invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provisions hereof, and the Plan shall be construed and enforced as if
such provisions had not been included.
12.13 HEADLINES AND CAPTIONS The headings and captions herein are provided
for reference and convenience only, shall not be considered part of the Plan,
and shall not be employed in the construction of the Plan.
SECTION 13 TERM OF PLAN
No Option shall be granted pursuant to the Plan on or after the fifth
anniversary of the earlier of the date the Plan is adopted or the date of
stockholder approval, but Options granted prior to such fifth anniversary may
extend beyond that date.
SECTION 14 NAME OF PLAN
This Plan shall be known as The Genlyte 1998 Stock Option Plan.
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THE GENLYTE GROUP INCORPORATED
PROXY
ANNUAL MEETING OF STOCKHOLDERS, APRIL 23, 1998
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE GENLYTE GROUP INCOPRORATED
The undersigned hereby authorizes and appoints NEIL M. BARDACH and DONNA R.
RATLIFF and each of them, the proxies of the undersigned, with power of
substitution in each, to vote all shares of Common Stock, par value $.01 per
share, of The Genlyte Group Incorporated held of record on March 2, 1998 by the
undersigned at the Annual Meeting of Stockholders to be held at the offices of
Arthur Andersen LLP, 1345 Avenue of the Americans, Third Floor, New York, NY
10105 on April 23, 1998 at 10:00 AM, local time, and at any adjournment thereof
on all matters that may properly come before such meeting.
(CONTINUED AND TO BE DATED AND SIGNED ON THE REVERSE SIDE.)
THE GENLYTE GROUP INCORPORATED
P.O. BOX 11194
NEW YORK, N.Y. 10203-0194
<PAGE>
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<CAPTION>
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO CONTRARY
SPECIFICATION IS INDICATED, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES AS DIRECTORS AND FOR
ADOPTION OF THE GENLYTE 1998 STOCK OPTION PLAN. PLEASE MARK BOX [ ] IN BLACK OR BLUE INK.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS:
<S> <C> <C> <C> <C>
1. Election of Directors FOR all nominees WITHHOLD AUTHORITY to vote *EXCEPTIONS
listed below for all nominees listed below.
NOMINEES: MR. GLENN W. BAILEY AND MR. LARRY K. POWERS
(INSTRUCTIONS: TO WITHHELD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE "EXCEPTIONS" BOX AND WRITE THAT NOMINEE'S NAME IN
THE SPACE PROVIDED BELOW.)
*Exceptions________________________________________________________________________________________________________________________
2. Adoption of the Genlyte's 1998 Stock Option Plan as contained in the Proxy
Statement dated March 23, 1998.
FOR AGAINST ABSTAIN
</TABLE>
CHANGE OF ADDRESS AND OR COMMENTS MARK HERE
THE PROXIES WILL VOTE YOUR SHARES IN ACCORDANCE WITH YOUR DIRECTIONS ON THIS
CARD. IF NO CONTRARY INSTRUCTIONS ARE SPECIFIED ON THIS CARD, THE PROXIES WILL
VOTE YOUR SHARES FOR PROPOSALS 1 AND 2.
PLEASE SIGN EXACTLY AS NAME APPEARS AT THE LEFT. JOINT OWNERS SHOULD EACH
SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR
GUARDIAN, GIVE YOUR FULL TITLE AS SUCH. IF THE SIGNER IS A CORPORATION,
PLEASE SIGN IN FULL CORPORATE NAME BY DULY AUTHORIZED OFFICER.
Dated ______________________________________________________________, 1998
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Signature
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Signature
VOTES MUST BE INDICATED [X] IN BLACK OR BLUE INK. X
PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
