<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the registrant [X]
Filed by a party other than the registrant [_]
Check the appropriate box:
[_] Preliminary proxy statement
[X] Definitive proxy statement
[_] Definitive additional materials
[_] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Mobile Telecommunication Technologies Corp
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Mobile Telecommunication Technologies Corp
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-
11.
(1) Title of each class of securities to which transaction applies:
________________________________________________________________________________
(2) Aggregate number of securities to which transactions applies:
________________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:/1//
-
________________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________
[_] 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:
________________________________________________________________________________
___________________________
/1// Set forth the amount on which the filing fee is calculated and state
-
how it was determined.
<PAGE>
MOBILE TELECOMMUNICATION TECHNOLOGIES CORP.
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 25, 1995
----------------
NOTICE IS HEREBY GIVEN that the 1995 Annual Meeting of Stockholders of Mobile
Telecommunication Technologies Corp., a Delaware corporation (the "Company"),
will be held at the Capital Club, 125 South Congress Street, Capital Towers
Building, 19th Floor, Jackson, Mississippi 39201 on May 25, 1995 at 3:00 P.M.,
Central Daylight Time, for the following purposes:
(1) To elect three Directors to serve for a three-year term expiring at
the 1998 Annual Meeting of Stockholders;
(2) To consider and take action upon a proposal to approve the Company's
amended 1990 Executive Incentive Plan; and
(3) To consider and take action upon any other matters that may properly
come before the 1995 Annual Meeting or any adjournment thereof.
Any action may be taken on any matters presented at the 1995 Annual Meeting
on the date specified above or on any date or dates to which said meeting may
be adjourned. Only holders of record of the Company's Common Stock as of the
close of business on April 12, 1995 are entitled to notice of and to vote at
the 1995 Annual Meeting or any adjournment thereof. Stockholders who do not
attend the meeting in person are urged to mark, date, sign and return the
enclosed proxy card in the return envelope to which no postage need be affixed.
By Order of the Board of Directors
/s/ Leonard G. Kriss
----------------------------------
Leonard G. Kriss
Secretary
Jackson, Mississippi
April 20, 1995
IF YOU CANNOT BE PRESENT IN PERSON, PLEASE MARK, DATE
AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY.
<PAGE>
MOBILE TELECOMMUNICATION TECHNOLOGIES CORP.
200 SOUTH LAMAR STREET
SECURITY CENTRE, SOUTH BUILDING
JACKSON, MISSISSIPPI 39201
----------------
PROXY STATEMENT
----------------
The enclosed proxy is solicited by the Board of Directors of Mobile
Telecommunication Technologies Corp. (the "Company") in connection with the
1995 Annual Meeting of Stockholders to be held at the Capital Club, 125 South
Congress Street, Capital Towers Building, 19th Floor, Jackson, Mississippi
39201 on May 25, 1995 at 3:00 P.M., Central Daylight Time, or any adjournment
thereof. This Proxy Statement and the enclosed proxy card were first sent or
given to stockholders of the Company on or about April 20, 1995.
Holders of record of the Company's Common Stock, par value $.01 per share
(the "Common Stock"), as of the close of business on April 12, 1995 will be
entitled to vote at the 1995 Annual Meeting or any adjournment thereof, and
each holder of record of Common Stock on such date will be entitled to one vote
for each share held. As of April 12, 1995, there were 49,379,528 shares of the
Company's Common Stock outstanding.
Shares of Common Stock cannot be voted at the 1995 Annual Meeting unless the
beneficial owner is present or represented by proxy. Any stockholder giving a
proxy may revoke it at any time before it is voted by giving written notice of
revocation to the Company, c/o Leonard G. Kriss, Senior Vice President, General
Counsel and Secretary, at the address shown above, or by executing and
delivering a proxy bearing a later date prior to the 1995 Annual Meeting. Any
stockholder who attends the 1995 Annual Meeting may revoke the proxy by voting
his or her shares of Common Stock in person.
All properly executed proxies, unless previously revoked, will be voted at
the 1995 Annual Meeting or any adjournment thereof in accordance with the
directions given. With respect to the election of three Directors to serve
until the 1998 Annual Meeting, stockholders of the Company voting by proxy may
vote in favor of all nominees, may withhold their vote for all nominees or may
withhold their vote as to a specific nominee. With respect to the proposal to
approve the Company's amended 1990 Executive Incentive Plan (the "Amended 1990
Plan"), stockholders may vote in favor of the proposal, against such proposal
or may abstain from voting on such proposal. If no specific instructions are
given, shares of Common Stock represented by a properly executed proxy will be
voted FOR the election of all nominees for Director and FOR the proposal to
approve the Company's Amended 1990 Plan, and in the discretion of the persons
named therein as proxies on all other matters that may be brought before the
1995 Annual Meeting or any adjournment thereof.
A majority of the outstanding shares of Common Stock must be represented in
person or by proxy at the 1995 Annual Meeting in order to constitute a quorum
for the transaction of business. Abstentions and non-votes will be counted for
purposes of determining the existence of a quorum at the 1995 Annual Meeting.
The three nominees for election as Directors will be elected by the affirmative
vote of a plurality of the shares of Common Stock present in person or by proxy
and actually voting at the 1995 Annual Meeting. Abstentions and non-votes will
have no effect on the outcome of the voting to elect the Directors. A non-vote
may occur when a nominee holding shares of Common Stock for a beneficial owner
does not vote on a proposal because such nominee does not have discretionary
voting power and has not received instructions from the beneficial owner. The
affirmative vote of a majority of the shares of Common Stock present in person
or by proxy and actually voting thereon is required for the approval of the
Company's Amended 1990 Plan. In addition, in order to qualify the Amended 1990
Plan under Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), the proposal to approve the Amended 1990 Plan must be adopted
by the affirmative vote of a majority of the shares of Common Stock present in
person or represented by proxy and
<PAGE>
entitled to vote at the 1995 Annual Meeting. Thus, solely for purposes of
qualifying the Amended 1990 Plan under Rule 16b-3, abstentions will be
considered entitled to vote on the proposal to approve the Amended 1990 Plan
and, accordingly, will have the effect of a vote against the proposal. Broker
non-votes will not have any effect on the outcome of the voting with respect to
the proposal to approve the Amended 1990 Plan. See "Proposal to Approve the
Amended 1990 Executive Incentive Plan--General."
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of February 15, 1995 certain information
with respect to all stockholders known by the Company to be the beneficial
owners of more than 5% of the Company's Common Stock, the only class of voting
securities outstanding, as well as information with respect to the Company's
Common Stock owned beneficially by each Director of the Company, each Executive
Officer named in the Summary Compensation Table on page 7, and by all Directors
and Executive Officers of the Company as a group. Certain information set forth
in the table is based upon information contained in filings made by such
beneficial owners with the Securities and Exchange Commission (the
"Commission").
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT OF BENEFICIAL APPROXIMATE
BENEFICIAL OWNER OWNERSHIP(1) PERCENT OF CLASS
------------------- -------------------- ----------------
<S> <C> <C>
T. Rowe Price Associates, Inc............ 2,663,081(2) 5.49%
100 E. Pratt Street
Baltimore, MD 21202
John N. Palmer........................... 1,843,318(3) 3.76%
Haley Barbour............................ 51,690(4) *
Thomas G. Barksdale...................... 98,000(5) *
Jai P. Bhagat............................ 356,500(6) *
M. Bernard Puckett....................... 183,333(7) *
R. Faser Triplett........................ 215,080(8) *
E. Lee Walker............................ 35,000(9) *
John E. Welsh III........................ 183,621(10) *
J. Robert Fugate......................... 225,984(11) *
All Directors and Executive Officers of
the Company as a Group
(16 persons)............................ 3,425,474(12) 6.81%
</TABLE>
- - --------
* Less than 1%
(1) Under the rules of the Commission, a person is deemed to be a beneficial
owner of a security if such person has or shares the power to vote or
direct the voting of such security or the power to dispose or direct the
disposition of such security. A person is also deemed to be a beneficial
owner of a security if that person has the right to acquire beneficial
ownership within 60 days. Accordingly, more than one person may be deemed
to be a beneficial owner of the same securities. Unless otherwise indicated
by footnote, the named individuals have sole voting and investment power
with respect to the shares of Common Stock beneficially owned.
(2) Includes 742,881 shares of Common Stock that are issuable upon the
conversion of the Company's $2.25 Cumulative Convertible Exchangeable
Preferred Stock, 80,800 shares of Common Stock as to which T. Rowe Price
Associates, Inc. has sole voting power and 1,920,200 shares of Common Stock
as to which T. Rowe Price Associates, Inc. has sole dispositive power. For
purposes of the reporting requirements of the Exchange Act, T. Rowe Price
Associates, Inc. is deemed to be a beneficial owner of such securities;
however, T. Rowe Price Associates, Inc. expressly disclaims that it is, in
fact, the beneficial owner of such securities.
(3) Includes 1,275,000 shares of Common Stock obtainable as of February 15,
1995 or within 60 days thereof by Mr. Palmer upon the exercise of options.
2
<PAGE>
(4) Includes 50,000 shares of Common Stock obtainable as of February 15, 1995
or within 60 days thereof by Mr. Barbour upon the exercise of options. Also
includes 650 shares of Common Stock held by Mr. Barbour as a custodian for
his children, 100 shares of Common Stock held by Mr. Barbour's wife as to
which Mr. Barbour may be deemed to share voting and dispositive power and
940 shares of Common Stock held by the Barbour & Rodgers Profit Sharing
Trust of which Mr. Barbour is a beneficiary.
(5) Includes 95,000 shares of Common Stock obtainable as of February 15, 1995
or within 60 days thereof by Mr. Barksdale upon the exercise of options.
(6) Includes 295,000 shares of Common Stock obtainable as of February 15, 1995
or within 60 days thereof by Mr. Bhagat upon the exercise of options.
(7) Represents 183,333 shares of Common Stock obtainable as of February 15,
1995 or within 60 days thereof by Mr. Puckett upon the exercise of options.
(8) Includes 70,000 shares of Common Stock obtainable as of February 15, 1995
or within 60 days thereof by Dr. Triplett upon the exercise of options.
Also includes 11,448 shares of Common Stock owned by the Triplett
Investment Club, a partnership comprised of Dr. Triplett's children, 25,932
shares of Common Stock owned by the Mississippi Allergy Clinic, P.A. Trust
and 900 shares of Common Stock held by Dr. Triplett's wife, as to which Dr.
Triplett may be deemed to share voting and dispositive power.
(9) Represents 35,000 shares of Common Stock obtainable as of February 15, 1995
or within 60 days thereof by Mr. Walker upon the exercise of options.
(10) Includes 288 shares of Common Stock held for Mr. Welsh in the Company's
Section 401(k) Employee Retirement Plan and Trust (the "401(k) Plan") and
183,333 shares of Common Stock obtainable as of February 15, 1995 or
within 60 days thereof by Mr. Welsh upon the exercise of options.
(11) Includes 984 shares of Common Stock held for Mr. Fugate in the Company's
401(k) Plan and 225,000 shares of Common Stock obtainable as of February
15, 1995 or within 60 days thereof by Mr. Fugate upon the exercise of
options.
(12) Includes 2,601,332 shares of Common Stock obtainable as of February 15,
1995 or within 60 days thereof by all Directors and Executive Officers of
the Company upon the exercise of options.
Section 16(a) of the Exchange Act requires the Company's Directors, Executive
Officers and persons who beneficially own more than 10% of the Company's Common
Stock to file with the Commission initial reports of beneficial ownership and
reports of changes in beneficial ownership of such Common Stock. Directors,
Executive Officers and greater than 10% beneficial owners are required by
Commission rules to furnish the Company with copies of all such reports. To the
Company's knowledge, based solely upon a review of the copies of such reports
furnished to the Company and written representations from the Company's
Directors and Executive Officers that no other reports were required, all
Section 16(a) filing requirements applicable to the Company's Directors and
Executive Officers were complied with during the year ended December 31, 1994,
except that 690 shares of Common Stock held by the Barbour & Rodgers Profit
Sharing Trust were inadvertently omitted from Mr. Barbour's initial report of
beneficial ownership on Form 3 filed at the time that Mr. Barbour became a
Director of the Company in September 1992.
3
<PAGE>
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Notwithstanding anything to the contrary set forth in any previous filings
--------------------------------------------------------------------------
made by the Company under the Securities Act of 1933, as amended, or the
- - ------------------------------------------------------------------------
Exchange Act that might incorporate future filings, including this Proxy
- - ------------------------------------------------------------------------
Statement, in whole or in part, the following report and the performance graph
- - ------------------------------------------------------------------------------
on page 13 shall not be incorporated by reference into any of such filings.
- - --------------------------------------------------------------------------
The Compensation Committee of the Board of Directors of the Company has
furnished the following report on executive compensation.
OVERVIEW AND OBJECTIVES. The Company's executive compensation program is
administered by the Compensation Committee of the Board of Directors which is
comprised of Dr. Triplett and Mr. Walker, each of whom is a non-employee
Director of the Company. The Compensation Committee has been delegated the
authority by the Board of Directors to make determinations regarding the
compensation of the Company's Executive Officers and to review the compensation
paid to other management personnel. The Compensation Committee has also been
delegated responsibility for administering the Company's 1988 and 1990 Executive
Incentive Plans, as well as the Company's Short-Term Management Incentive Plan
and Long-Term Management Incentive Plan. In discharging its responsibilities
generally and in administering the Company's incentive plans in particular, the
Compensation Committee's overall objectives are to (i) attract and retain the
best possible executive talent, (ii) motivate executives to achieve the
Company's performance goals and strategic objectives and (iii) link management
and stockholder interests through appropriate equity based plans.
COMPENSATION STRUCTURE GENERALLY. The key elements of the Company's executive
compensation program have historically consisted of base salary, annual cash
bonus and stock options. Base salaries were initially determined, and have been
modified, primarily by evaluating the responsibilities of the position held by,
and the experience of, each Executive Officer. The annual base salaries of
certain of the Company's Executive Officers (including those named in the
Summary Compensation Table on page 7) are the subject of employment agreements.
These employment agreements provide for annual cost of living adjustments, in
some cases after fixed increases during the initial years of such employment
agreements. In 1994, the Compensation Committee determined to provide a 5%
increase in the base salary of those Executive Officers whose employment
agreements provided for a cost of living adjustment in that year (which would
have been approximately 3%). In 1994, the Compensation Committee also amended
the employment agreements of Messrs. Bhagat and Welsh to increase their base
salaries in view of the increased responsibilities of their positions with the
Company. See "Employment Agreements."
Prior to 1993, annual cash bonuses were awarded by the Compensation Committee
as a supplement to base salary based on the Compensation Committee's subjective
assessment of Company and individual performance. Commencing in 1993, annual
cash bonuses, if earned, have generally been awarded to Executive Officers of
the Company and other management personnel of the Company and its subsidiaries
under the Company's Short-Term Management Incentive Plan (the "STIP"). From
time to time, the Compensation Committee may also authorize cash bonuses
outside of the STIP, including cash bonuses for new management personnel and
management personnel who are not selected by the Compensation Committee for
participation in the STIP.
The Compensation Committee believes that equity ownership acquired through
stock-based compensation arrangements is an appropriate method of aligning the
interests of management with the interests of the Company's stockholders. As a
result, stock options have been awarded by the Compensation Committee to a wide
range of personnel in the Company, including Executive Officers, as a means of
attracting and retaining such personnel, rewarding achievement and providing an
incentive for future performance. The 1988 and 1990 Executive Incentive Plans
have been the primary vehicles for awarding stock options. The 1990 Executive
Incentive Plan was amended by the Board of Directors of the Company in
4
<PAGE>
March 1995 to increase the number of shares of Common Stock available for
awards thereunder from four million to six million shares in order to
facilitate the continuation of this policy. The Amended 1990 Plan is being
submitted to the stockholders of the Company for approval at the 1995 Annual
Meeting. See "Proposal to Approve the Amended 1990 Executive Incentive Plan."
In December 1992, the Board of Directors adopted the Long-Term Management
Incentive Plan (the "LTIP"), which was subsequently approved by the Company's
stockholders at the 1993 Annual Meeting. The LTIP seeks to enhance corporate
performance and, ultimately, stockholder value, by linking compensation for
certain senior management personnel participating in the LTIP to specific
performance criteria. During 1994, as explained in more detail below, the
Compensation Committee undertook a review of the LTIP to determine whether the
LTIP as originally implemented provided the optimum linkage between executive
performance and the enhancement of stockholder value. As a result of this
review, the Compensation Committee revised the performance criteria and
adjusted the stated amount of awards under the LTIP. See "Long-Term Management
Incentive Plan."
The Compensation Committee is mindful of the requirements of section 162(m)
of the Internal Revenue Code of 1986, as amended (the "Code"), which limits the
deductibility of certain executive compensation in excess of $1 million, but is
also cognizant of the need to have the freedom to exercise its judgment and
discretion based on the facts and circumstances then existing so that
compensation decisions are in the best interests of the Company and are fair to
the affected executives. Since some types of compensation payments and their
deductibility depend upon the timing of action by the executive (such as the
exercise of stock options) and because interpretations of and changes in the
tax laws as well as other factors beyond the Compensation Committee's control
may also affect the deductibility of compensation, in certain instances a
portion of the compensation paid by the Company may not meet the deductibility
requirements of section 162(m).
SHORT-TERM MANAGEMENT INCENTIVE PLAN. The STIP provides for the payment of
annual cash bonuses to Executive Officers of the Company and other management
personnel of the Company and its subsidiaries selected for participation by the
Compensation Committee, based upon the achievement of specific corporate
performance criteria. The Compensation Committee is also authorized to
establish personal performance objectives for each participant in the STIP, as
well as criteria based on the performance of a discrete business unit for which
the participant has responsibility. The pre-defined corporate performance
criteria generally applicable to Executive Officers under the STIP, upon which
90% of the annual award under the STIP for 1994 was based and which were
generally weighted equally, included revenues, operating cash flow, net
operating cash flow and net income per share. In 1994, 10% of the annual award
under the STIP for an Executive Officer was based upon the achievement of
personal performance objectives. The STIP provides for threshold, target and
maximum award levels, with the actual bonus entitlement generally being based
on the overall blended level of achievement of all applicable performance
criteria. The threshold, target and maximum award levels for Executive Officers
under the STIP for 1994 were equal to 25%, 50% and 75%, respectively, of the
participant's base salary. In 1994, the pre-defined corporate performance
criteria were not achieved at the threshold award level, although the
Compensation Committee determined that each of the Executive Officers who
participated in the STIP during 1994 met their respective personal performance
objectives at the target level. Accordingly, the award under the STIP for each
of the Executive Officers for 1994 was equal to 5% of such Executive Officer's
base salary for 1994. See "Summary of Cash and Certain Other Compensation."
LONG-TERM MANAGEMENT INCENTIVE PLAN. The Compensation Committee determined
during 1994 to retain Towers Perrin, a nationally recognized compensation
consulting firm, to assist the Compensation Committee in conducting a review of
the Company's LTIP. Given the rapidly changing nature of the Company's
business, the Compensation Committee perceived that the existing program of
long-term performance awards tied to pre-defined corporate performance criteria
based on the Company's operating results did not provide the optimum linkage
between executive performance and the enhancement of stockholder value. The
Compensation Committee also took into account trends in long-term compensation
5
<PAGE>
in the Company's own industry and others that have resulted in greater emphasis
on total return to stockholders as a principal factor in determining long-term
compensation. Accordingly, the Compensation Committee implemented revised
performance criteria under the LTIP for both the 1993-1995 and 1994-1996
performance cycles. The new criteria are based on the change in the market
price of the Company's Common Stock relative to changes in the market prices of
the common stocks of approximately 36 companies in a telecommunications
industry index selected by SIC code. Awards under the LTIP will be earned if
the Company's total return to stockholders over each three-year performance
cycle meets or exceeds certain levels of the total return to stockholders for
the companies in the group. The Compensation Committee believes that the use of
the revised performance criteria will more effectively align the interests of
senior management with those of the Company's stockholders, and will enhance
stockholder value by better focusing senior management on long-term strategic
objectives.
In addition, based on an analysis of compensation data provided by Towers
Perrin with respect to other companies in the telecommunications industry and
certain other factors, the Compensation Committee determined to adjust the
stated amounts of awards under the LTIP for both the 1993-1995 and 1994-1996
performance cycles. As originally implemented, the stated amount of awards
under the LTIP at the threshold, target and maximum levels were calculated by
multiplying the participant's average annual base salary (excluding bonuses)
over the three year performance cycle by 62.5%, 125% and 187.5%, respectively.
The Compensation Committee has adjusted the stated amounts of the awards under
the LTIP for both of such performance cycles so that the stated amounts at the
threshold, target and maximum levels will now be calculated by multiplying such
participant's average annual base salary (excluding bonuses) over the
performance cycle by 25%, 50% and 100%, respectively. The awards, if earned,
will be payable in cash, shares of Common Stock or options to purchase Common
Stock, or any combination thereof, as the Compensation Committee, in its
discretion, determines at the end of each performance cycle. See "Long-Term
Incentive Plan" on page 9.
CHIEF EXECUTIVE OFFICER COMPENSATION. Mr. Palmer, Chairman of the Board and
Chief Executive Officer of the Company, was paid a base salary of $490,238 in
1994 pursuant to the terms of an employment agreement which was effective as of
April 4, 1989. The employment agreement provided for a base salary of $338,000
and $400,000 during the first and second years of the employment term, and
provides for a base salary of $450,000 for each year thereafter, subject to an
annual cost of living adjustment. In 1994, the Compensation Committee
determined to provide for a 5% increase in the annual base salary of Mr. Palmer
(as well as the other Executive Officers of the Company) in lieu of the cost of
living adjustment (which would have been approximately 3%) provided for in Mr.
Palmer's employment agreement. In addition, Mr. Palmer participates in the STIP
and the LTIP on the same general terms as other Executive Officers of the
Company which, as discussed above, are performance based compensation plans.
See "Short-Term Management Incentive Plan" and "Long-Term Management Incentive
Plan" above and "Employment Agreements."
CONCLUSION. The Compensation Committee believes that the policies articulated
above, including the STIP, the LTIP and the Amended 1990 Plan, will continue to
ensure that the interests of the Company's Executive Officers, managers and
other key employees are tied to the interests of the Company's stockholders.
Respectfully submitted,
E. Lee Walker
R. Faser Triplett
6
<PAGE>
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table sets forth, for the years ended December 31, 1994, 1993,
and 1992, the cash compensation paid by the Company and its subsidiaries, as
well as certain other compensation paid or accrued for those years, to each of
the five most highly compensated Executive Officers of the Company, including
the Chief Executive Officer, in all capacities in which they serve.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
---------------------------- ---------------------- -------
(A) (B) (C) (D) (E) (F) (G) (H) (I)
OTHER ALL
ANNUAL RESTRICTED OTHER
COMPEN- STOCK SECURITIES LTIP COMPEN-
NAME AND SALARY BONUS SATION AWARD(S) UNDERLYING PAYOUTS SATION
PRINCIPAL POSITION YEAR ($)(1) ($)(2) ($)(3) ($) OPTIONS (#) ($) ($)(4)
------------------ ---- -------- -------- ------- ---------- ----------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John N. Palmer.......... 1994 $490,238 $ 24,512 $-- -- -- $-- $35,252
Chairman of the Board
and 1993 472,500 265,781 -- -- -- -- 34,708
Chief Executive Officer 1992 466,791 75,000 -- -- -- -- 34,708
M. Bernard Puckett...... 1994 389,488 19,474 -- -- 550,000 -- 2,268
President and Chief.... 1993 -- -- -- -- -- -- --
Operating Officer...... 1992 -- -- -- -- -- -- --
Jai P. Bhagat........... 1994 290,636 14,532 -- -- 155,000 -- 17,124
Executive Vice
President 1993 262,500 147,656 -- -- -- -- 2,324
1992 253,188 75,000 -- -- 125,000 -- 2,324
John E. Welsh III....... 1994 300,000 45,000(5) -- -- 200,000 -- 240
Managing Director 1993 252,000 141,876 -- -- -- -- --
1992 10,500 -- -- -- -- -- --
J. Robert Fugate........ 1994 245,118 37,256(5) -- -- -- -- 1,579
Senior Vice President-- 1993 236,250 132,891 -- -- -- -- 1,579
Finance 1992 223,642 75,000 -- -- 125,000 -- 1,579
</TABLE>
- - --------
(1) See "Employment Agreements" below.
(2) The pre-defined corporate performance criteria under the STIP were not
achieved in 1994. Accordingly, awards paid under the STIP for the year
ended December 31, 1994 were based on the achievement of personal
performance objectives and were equal to 5% of 1994 base salary. See
"Compensation Committee Report on Executive Compensation."
(3) The amount of "Other Annual Compensation" for 1994, 1993 and 1992 for each
of the Executive Officers named in the table did not meet the threshold
reporting requirements under the rules of the Commission.
(4) "All Other Compensation" includes the Company's contribution in the amount
of $240 on behalf of each Executive Officer to the 401(k) Plan, premiums
paid by the Company on behalf of such Executive Officers for life insurance
and, in the case of Mr. Bhagat, approximately $14,800 which represents
interest imputed to Mr. Bhagat with respect to a $400,000 unsecured,
interest-free loan made by the Company to Mr. Bhagat in connection with the
relocation of his residence in January 1994. See "Certain Transactions."
(5) Includes cash awards of $30,000 and $25,000 paid to Mr. Welsh and Mr.
Fugate, respectively, which represent special discretionary awards granted
to employees of the Company deemed to have made a significant contribution
to the success of the Company.
7
<PAGE>
STOCK OPTIONS
The following table sets forth certain information with respect to stock
options granted during the year ended December 31, 1994 under the Company's
1990 Executive Incentive Plan to the Executive Officers of the Company named in
the Summary Compensation Table on page 7.
OPTION GRANTS IN 1994
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E) (F)
NUMBER OF SECURITIES % OF TOTAL OPTIONS EXERCISE OR GRANT DATE
UNDERLYING OPTIONS GRANTED TO BASE EXPIRATION PRESENT
NAME GRANTED (#)(1) EMPLOYEES IN 1994 PRICE ($/SH) DATE VALUE (2)(3)
---- -------------------- ------------------ ------------ ---------- ------------
<S> <C> <C> <C> <C> <C>
John N. Palmer.......... 0 N/A $ N/A N/A $ N/A
M. Bernard Puckett...... 550,000 41.8% 18.375 1/11/04 5,791,500
Jai P. Bhagat........... 155,000 11.8% 22.50 9/14/04 2,137,450
John E. Welsh III....... 200,000 15.2% 16.25 3/22/04 1,932,000
J. Robert Fugate........ 0 N/A N/A N/A N/A
</TABLE>
- - --------
(1) Except with respect to options to purchase 100,000 shares of Common Stock
granted to Mr. Welsh, the stock options reflected in this table vest as to
33 1/3% of the shares of Common Stock covered thereby on the first
anniversary of the date of grant, with an additional 33 1/3% of such
options vesting eighteen months and twenty-four months after the date of
grant. With respect to options to purchase 100,000 shares of Common Stock
granted to Mr. Welsh in 1994, such options consist of two grants, each to
purchase 50,000 shares of Common Stock, and each of which is contingent and
will vest upon the conclusion of certain transactions for which Mr. Welsh
has been delegated primary responsibility. The exercise price of all of
such stock options reflected in this table is equal to the fair market
value of the Common Stock on the date of grant. See "Change in Control
Arrangements" for a description of the vesting provisions of stock options
granted under the 1990 Executive Incentive Plan in the event of a change in
control.
(2) The actual value, if any, that an Executive Officer may realize will depend
on the excess of the stock price over the exercise price on the date the
stock option is exercised. Therefore, there can be no assurance that the
value realized by an Executive Officer upon actual exercise of the stock
options granted in 1994 will be at or near the Grant Date Present Value
indicated in the table.
(3) As required by the Commission's rules regarding the disclosure of executive
compensation, the Company has used the Black-Scholes option pricing model
to determine the Grant Date Present Value. The Company does not advocate or
necessarily agree that the Black-Scholes option pricing model can determine
with reasonable accuracy the value of such stock options. To the extent
that the Grant Date Present Value of the stock options determined in
accordance with the Black-Scholes option pricing model is achieved, the
stockholders of the Company will also benefit from the increased stock
price.
8
<PAGE>
OPTION EXERCISES AND HOLDINGS
The following table sets forth certain information with respect to
unexercised stock options held by the Executive Officers of the Company named
in the Summary Compensation Table on page 7. None of such Executive Officers
exercised stock options during the year ended December 31, 1994.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E)
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT FY-END (#) AT FY-END ($)(1)
SHARES ACQUIRED VALUE ------------------------- -------------------------
NAME ON EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
John N. Palmer.......... -- $-- 1,275,000 0 $20,153,125 $ 0
M. Bernard Puckett...... -- -- 0 550,000 0 618,750
Jai P. Bhagat........... -- -- 295,000 155,000 4,245,625 0
John E. Welsh III....... -- -- 150,000 200,000 1,087,500 650,000
J. Robert Fugate........ -- -- 225,000 0 2,626,250 0
</TABLE>
- - --------
(1) The amounts set forth in this column represent the difference between the
market price of the Common Stock as of December 30, 1994 ($19.50 per share)
and the exercise price of in-the-money stock options.
LONG-TERM INCENTIVE PLAN
The following table sets forth information concerning awards granted during
the year ended December 31, 1994 under the Company's LTIP to the Executive
Officers of the Company named in the Summary Compensation Table on page 7. No
awards under the LTIP were earned or paid during the year ended December 31,
1994. The actual payout of any awards reflected in the table below is
conditioned upon the achievement of certain performance criteria over the
three-year performance cycle commencing January 1, 1994 and concluding December
31, 1996. See "Compensation Committee Report on Executive Compensation--Long-
Term Management Incentive Plan" on page 5.
LONG-TERM INCENTIVE PLAN--AWARDS IN LAST FISCAL YEAR(1)
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS(2)
---------------------------
(A) (B) (C) (D) (E) (F)
PERFORMANCE
NUMBER OF OR OTHER
SHARES, PERIOD
UNITS UNTIL
OR OTHER MATURATION THRESHOLD TARGET MAXIMUM
NAME RIGHTS (#) OR PAYOUT ($ OR #) ($ OR #) ($ OR #)
---- ---------- ----------- --------- -------- --------
<S> <C> <C> <C> <C> <C>
John N. Palmer............... -- (3) 1994-96 $122,560 $245,119 $490,238
M. Bernard Puckett........... -- (3) 1994-96 97,372 194,744 389,488
Jai P. Bhagat................ -- (3) 1994-96 72,659 145,318 290,636
John E. Welsh III............ -- (3) 1994-96 75,000 150,000 300,000
J. Robert Fugate............. -- (3) 1994-96 61,280 122,559 245,118
</TABLE>
9
<PAGE>
- - --------
(1) No portion of any awards under the LTIP was earned or paid during the year
ended December 31, 1994.
(2) The stated amount of awards under the LTIP (the "Stated Amount") at the
threshold, target and maximum levels are calculated by multiplying 25%, 50%
and 100%, respectively, by the participant's average annual cash
compensation, excluding bonuses, over the performance cycle. For purposes
of this table, it has been assumed that average annual cash compensation
for each Executive Officer named in the table equals cash compensation,
excluding bonuses, payable to such Executive Officer in the last fiscal
year. Awards under the LTIP for the 1994-1996 performance cycle will be
earned if (a) the Company's total return to stockholders ("TRS") over the
performance cycle exceeds the rate of return on a three-year United States
Treasury Bill over the performance cycle, assuming such United States
Treasury Bill had been purchased on the first day of the performance cycle
and (b) the Company's TRS meets or exceeds certain levels of the TRS of
approximately 36 companies included in the telecommunications industry
group ("TII Group") that includes all companies (other than the Company)
listed in SIC #4812 (Radio Telephone Communications). The target amount
will be earned if the Company's TRS during the 1994-1996 performance cycle
falls within the 75th percentile of the TRS for the same period of the TII
Group. The threshold and maximum amounts will be earned if the Company's
TRS for such performance cycle falls within the 50th and 90th percentiles
of the TRS of the TII Group for the same period, respectively. Awards will
reflect the incremental attainment of performance criteria between the
threshold, target and maximum levels. These award levels may be modified,
under certain circumstances, as the Compensation Committee deems
appropriate and advisable. See also "Change in Control Arrangements."
(3) If earned, awards will be payable at the end of the 1994-1996 performance
cycle in cash, in shares of Common Stock and/or in the form of stock
options, as determined by the Compensation Committee. The cash and Common
Stock components of an award, if any, will be paid in three equal annual
installments beginning no later than April 15 of the year following the end
of the performance cycle. The stock option component of an award, if any,
will be deemed granted as of April 15 of the year following the end of the
performance cycle for which the award is made and will vest as to 100% of
the shares of Common Stock covered thereby one year after the date of
grant. The Common Stock component of an award will vest in full when paid.
If applicable, the number of shares of Common Stock subject to options
constituting the stock option component of an award shall be determined by
dividing that percentage of the Stated Amount of such award payable in
options, as determined by the Compensation Committee, by the average
closing price of the Common Stock for the last 45 trading days of the last
calendar year (the "Average Closing Price") in the performance cycle for
which the award is made. The exercise price of such options shall be the
Average Closing Price. Accordingly, such options can only be profitably
exercised to the extent the market price of the Common Stock subsequent to
the vesting of the options exceeds the Average Closing Price. If
applicable, the number of shares of Common Stock constituting the Common
Stock component of an award shall be determined by dividing that percentage
of the Stated Amount of the award payable in shares of Common Stock by the
Average Closing Price.
COMPENSATION OF DIRECTORS
Directors who are officers of the Company receive no additional compensation
for serving on the Board. Directors who are not officers of the Company receive
an annual fee of $10,000 and an additional fee of $600 for each Board and
committee meeting attended. Mr. E. Lee Walker and Dr. R. Faser Triplett were
each granted options to purchase 70,000 shares of Common Stock at an exercise
price of $2.25 per share and $5.25 per share, respectively, at the time of
their initial election as Directors in 1988 and 1989, respectively. In
addition, Messrs. Haley Barbour and John E. Welsh III were each granted options
to purchase 50,000 shares of Common Stock at an exercise price of $9.50 per
share in connection with their initial election to the Board of Directors in
September 1992. Mr. Thomas G. Barksdale, a Director of the Company, holds
10
<PAGE>
options to purchase 95,000 shares of the Company's Common Stock having an
exercise price of $2.25 per share that were granted in 1988 to Mr. Barksdale in
connection with his employment by the Company. Mr. Barksdale's options were
continued in effect pursuant to a severance agreement entered into at the time
of his resignation as an officer in December 1989.
EMPLOYMENT AGREEMENTS
The Company entered into an employment agreement with Mr. Puckett as of
January 11, 1994 which provides for Mr. Puckett's employment as President and
Chief Operating Officer of the Company for a five-year term. The employment
agreement provides for a one-year automatic extension of the term at the end of
each year during the term unless the Company or Mr. Puckett elects not to have
the term so extended. The agreement with Mr. Puckett provided for an annual
salary of $400,000 in the first year of the employment term, provides for an
annual salary of $450,000 in the second year of the employment term and for an
annual salary of $500,000 in each year thereafter.
The Company has also entered into employment agreements with each of the
other Executive Officers listed in the Summary Compensation Table on page 7.
The employment agreement with Mr. Palmer, which was entered into as of April 4,
1989, provides for his employment as Chairman of the Board and Chief Executive
Officer of the Company for a seven-year term and provides for a one-year
automatic extension of the term at the end of each year during the term unless
the Company or Mr. Palmer elects not to have the term so extended. In addition,
the Company has entered an employment agreement with Mr. Bhagat, which was
entered into as of April 4, 1989, which provides for Mr. Bhagat's employment as
Executive Vice President of the Company for a five-year term and provides for a
one-year automatic extension of the term at the end of each year during the
term unless the Company or Mr. Bhagat elects not to have the term so extended.
The Company also has entered into employment agreements with Messrs. John E.
Welsh III and J. Robert Fugate that are for two-year terms and provide for a
one-year automatic extension of the terms at the end of each year during the
terms unless the Company or such Executive Officer elects not to have the term
so extended.
These employment agreements provide for annual cost of living adjustments, in
some cases after fixed increases during the initial years of such employment
agreements. Such agreements also provide that the Board of Directors may
authorize increases in such Executive Officers' salaries in lieu of the annual
cost of living increase. In the event of such Executive Officer's disability
during the term of the agreement, monthly payments of approximately 60% of such
Executive Officer's monthly salary (up to a maximum of $6,000) will be made to
such Executive Officer for the longer of 42 months or the duration of such
disability. These disability payments are funded by insurance with respect to
all Executive Officers except Mr. Palmer whose disability payments are the
direct obligation of the Company.
CHANGE IN CONTROL ARRANGEMENTS
The 1990 Executive Incentive Plan provides that all outstanding stock options
granted thereunder will automatically become vested and exercisable in full (i)
upon a filing pursuant to any federal or state law in connection with any
tender offer for shares of the Company (other than a tender offer by the
Company), (ii) upon the signing of any agreement for the merger or
consolidation of the Company with another corporation or for the sale of all or
substantially all of the assets of the Company, (iii) upon adoption of any
resolution of reorganization or dissolution of the Company by the stockholders,
(iv) upon the occurrence of any other event or series of events, which tender
offer, merger, consolidation, sale, reorganization, dissolution or other event
or series of events, in the opinion of the Board of Directors, will, or is
likely to, if carried out, result in a change of control of the Company, or (v)
if during any period of two consecutive years, individuals who at the beginning
of such period constituted the Directors of the Company cease for any reason to
constitute a majority thereof (unless the election, or the nomination for
election by the Company's stockholders, of each Director of the Company first
elected during such period was approved by a vote of at least two-thirds of the
Directors then still in office who were Directors of the Company at the
beginning of any such period). In the event of a change in control of the
Company, as defined in the LTIP, all proposed awards and any unvested
11
<PAGE>
or unpaid portion of an award under the LTIP that has been earned shall become
vested, and the entire award shall be payable, as of the date of such event.
For purposes of the LTIP, a change in control shall be deemed to have occurred
if (i) any person becomes the beneficial owner of securities of the Company
representing 30% or more of the outstanding voting power of the Company's then
outstanding securities, (ii) during any period of two years, at least a
majority of the Board of Directors ceases to consist of individuals who served
continuously on the Board since the beginning of such period, unless the
election or nomination for election of each Director during such period was
approved by a vote of at least two-thirds of the Directors then still in office
who were Directors at the beginning of such period, (iii) the stockholders of
the Company approve a merger of the Company, other than (x) a merger in which
voting securities of the Company would continue to represent more than 80% of
the voting power of the surviving entity or (y) a merger to effect a
recapitalization of the Company in which no person acquires more than 30% of
the voting power of the Company's then outstanding securities, or (iv) the
stockholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors consists of Dr. Triplett
and Mr. Walker, neither of whom serves as an officer or employee of the Company
or any of its subsidiaries. Dr. Triplett is an officer, director and a majority
owner of a corporation that provides travel related services to the Company and
to which the Company paid approximately $4.8 million in 1994. A substantial
portion of this amount represents reimbursement to this corporation for
payments made to third-party vendors. See "Compensation of Directors" for
information concerning options granted to Dr. Triplett and Mr. Walker.
CERTAIN TRANSACTIONS
In 1994, Mr. Jai P. Bhagat, Executive Vice President and a Director of the
Company, owned a 40% equity interest in, and Mr. Bhagat and his wife served as
directors and officers of, a company located in Jackson, Mississippi that
provides pager repair and maintenance services to a subsidiary of the Company.
During 1994 the Company's subsidiary paid Mr. Bhagat's company an aggregate of
approximately $729,000 for such services. In addition, Mr. Bhagat's company
purchased obsolete equipment from the Company for an aggregate consideration of
approximately $387,000. In March 1995, Mr. Bhagat sold his interest in this
company, and Mr. Bhagat and his wife resigned as directors and officers. In
1994, the Company also loaned Mr. Bhagat $400,000 on an unsecured interest-free
basis in connection with the relocation of his residence in January 1994.
In the fourth quarter of 1994, the Company entered into an agreement with Mr.
Thomas G. Barksdale, a Director of the Company, pursuant to which Mr. Barksdale
will provide certain consultancy services to the Company on a project specific
basis for an annual fee of $75,000.
12
<PAGE>
STOCKHOLDER RETURN PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder return on the
Common Stock of the Company during the period from December 31, 1989, to
December 31, 1994, with (i) the cumulative total stockholder return of
companies comprising the Nasdaq Stock Market Index and (ii) the total
stockholder return of a peer group of companies, weighted by market
capitalization as of the beginning of the period. This peer group consists of
Contel Cellular, Inc., Dial Page, Inc., McCaw Cellular Communications, Inc.,
Millicom Inc., Nextel Communications, Inc., Paging Network, Inc., Rogers Cantel
Mobile Communications Inc. and Vodafone Group, plc. The graph assumes $100
invested on December 31, 1989, as well as the reinvestment of any dividends.
The comparisons in this table are required by the Commission and, therefore,
are not intended to forecast or be indicative of possible future performance of
the Company's Common Stock.
<TABLE>
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG MOBILE TELECOMMUNICATION TECHNOLOGIES CORP.,
A PEER GROUP AND THE NASDAQ STOCK MARKET-US & FOREIGN INDEX
<CAPTION>
MEASUREMENT PERIOD PEER NASDAQ
(FISCAL YEAR COVERED) MTEL GROUP INDEX
- - --------------------- ------ ----- ------
<S> <C> <C> <C>
MEASUREMENT PT - 12/31/89 $100 $100 $100
FYE 12/31/90 $ 77 $ 79 $ 85
FYE 12/31/91 $119 $118 $136
FYE 12/31/92 $159 $110 $157
FYE 12/31/93 $277 $164 $181
FYE 12/31/94 $223 $161 $175
</TABLE>
13
<PAGE>
BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors of the Company held seven meetings during 1994. The
Audit Committee of the Board of Directors, which is comprised of Messrs.
Barbour and Barksdale, held four meetings during 1994. The principal functions
of the Audit Committee include the review of the results of the annual audit
with the Company's independent public accountants and the review of the
adequacy of the Company's internal accounting controls and practices. The Audit
Committee also makes a recommendation to the Board of Directors of the Company
concerning the selection of the independent public accountants to be retained
by the Company. The Compensation Committee held four meetings in 1994. The
Compensation Committee has been delegated certain authority by the Board of
Directors with respect to matters relating to the Company's 1988 and 1990
Executive Incentive Plans, as well as the Short-Term and Long-Term Management
Incentive Plans, and is responsible for determining the compensation for the
Executive Officers of the Company. The Company's Board of Directors does not
have a standing committee on nominations. Each Director attended at least
seventy-five percent (75%) of the meetings of the Board of Directors and the
committees on which such Director serves.
ELECTION OF DIRECTORS
The Company's Restated Certificate of Incorporation and Bylaws provide that
the Board of Directors of the Company shall be divided into three classes of
Directors, excluding those Directors who may be elected by the holders of any
class or series of stock having preference over the Common Stock as to
dividends or upon liquidation. The Company's Board of Directors is currently
comprised of eight Directors, two classes consisting of three Directors each
and one class consisting of two Directors. Each Director is elected for a
three-year term, with one class of Directors being elected at each annual
meeting of stockholders.
All holders of Common Stock of the Company are entitled to participate in the
election of Directors at each annual meeting. Except as otherwise required by
law or established by the Board of Directors with respect to the holders of any
class or series of preferred stock, the holders of Common Stock exclusively
possess such voting power.
Set forth below is information concerning the nominees for Directors to be
elected at the 1995 Annual Meeting for a three-year term expiring at the 1998
Annual Meeting, as well as certain information concerning the Directors whose
terms extend beyond the 1995 Annual Meeting. If any nominee for election as a
Director at the 1995 Annual Meeting for any reason should become unavailable
for election, or if a vacancy should occur before the election (which events
are not anticipated), it is intended that the shares of Common Stock
represented by the proxies will be voted for such other person as the Board of
Directors of the Company shall designate.
DIRECTORS TO BE ELECTED AT THE 1995 ANNUAL MEETING
Haley Barbour, age 47, was elected a Director of the Company in September
1992. Mr. Barbour is currently the Chairman of the Republican National
Committee and has been an attorney in Washington, D.C. and Yazoo City,
Mississippi for approximately twenty years. Mr. Barbour also serves as a
director of Deposit Guaranty National Bank.
Jai P. Bhagat, age 48, has served as Executive Vice President of the Company
and as a Director since October 1988 and was elected Chairman of the Board and
Chief Executive Officer of Destineer Corp. in May 1994. Mr. Bhagat is a past
Chairman and currently serves on the Executive Committee of the Board of
Directors of the Personal Communications Industry Association, a national
association representing the mobile telecommunications industry, and also
serves as a director of American Mobile Satellite Corporation and Wireless
Access, Inc.
14
<PAGE>
R. Faser Triplett, M.D., age 62, has been a Director of the Company since May
1989. Dr. Triplett has been a practicing physician in Jackson, Mississippi
since 1966.
DIRECTORS WHOSE TERMS EXTEND BEYOND THE 1995 ANNUAL MEETING
Thomas G. Barksdale, age 57, is a private investor and has served as a
Director of the Company since October 1988. Mr. Barksdale served as President
and Chief Operating Officer of the Company from December 1988 to December 1989.
Mr. Barksdale's term as a Director of the Company expires at the 1996 Annual
Meeting.
John N. Palmer, age 60, has served as the Chairman of the Board of Directors
and Chief Executive Officer of the Company since October 1988. Mr. Palmer
previously served as Chairman of the Board, President and Chief Executive
Officer of Mobile Communications Corporation of America ("MCCA") from 1973 to
April 1989. Mr. Palmer is also a director of Entergy Corporation and Deposit
Guaranty Corporation, and also serves as a director and member of the Executive
Committee of Deposit Guaranty National Bank. Mr. Palmer's term as a Director of
the Company expires at the 1997 Annual Meeting.
M. Bernard Puckett, age 50, has served as President and Chief Operating
Officer and as a Director of the Company since January 1994. Mr. Puckett also
serves as the Chief Executive Officer of the Company's principal operating
subsidiaries. Mr. Puckett was previously employed by International Business
Machines Corporation for 25 years, most recently as Senior Vice President,
Corporate Strategy and Development, before joining the Company. Mr. Puckett
also serves as a director of P-Com, Inc. and R.R. Donnelley & Sons Company,
Inc. Mr. Puckett's term as a Director of the Company expires at the 1996 Annual
Meeting.
E. Lee Walker, age 52, is a private investor and has served as a Director of
the Company since October 1988. From June 1986 to March 1990, Mr. Walker served
as President and Chief Operating Officer of Dell Computer Corp., a computer
manufacturer located in Austin, Texas. Mr. Walker also serves as a director of
The Continuum Company, Inc. Mr. Walker's term as a Director of the Company
expires at the 1996 Annual Meeting.
John E. Welsh III, age 44, was elected a Director in September 1992 and was
elected a Managing Director of the Company in December 1992. Since January
1992, Mr. Welsh has also been a principal in Seaport Capital, Inc., a financial
advisory and merchant banking firm. From 1983 through December 1991, Mr. Welsh
was a Managing Director of the investment banking group of Prudential
Securities, Inc. Mr. Welsh also serves as a director of York International
Corporation. Mr. Welsh's term as a Director of the Company expires at the 1997
Annual Meeting.
15
<PAGE>
PROPOSAL TO APPROVE THE AMENDED 1990 EXECUTIVE
INCENTIVE PLAN
GENERAL
In October 1990, the Board of Directors of the Company adopted the 1990
Executive Incentive Plan (the "1990 Plan") to continue its policy of providing
officers and key employees of the Company and its subsidiaries with equity-
based incentive awards. Though the 1990 Plan provides for various types of
awards, historically the 1990 Plan has been used to provide stock options to a
relatively broad group of key employees. Stock options granted under the 1990
Plan (and its predecessor, the 1988 Executive Incentive Plan) are presently
held by approximately 240 officers and employees of the Company and its
subsidiaries and represent approximately 8% of the issued and outstanding
Common Stock on a fully diluted basis. On April 17, 1995, the closing sale
price of the Common Stock on the Nasdaq National Market was $24 1/4.
On March 6, 1995, the Compensation Committee of the Board of Directors
adopted, and the Board of Directors ratified, certain amendments to the 1990
Plan (the 1990 Plan, as so amended, being hereinafter referred to as the
"Amended 1990 Plan"). The principal purpose in amending the 1990 Plan is to
increase the number of shares of Common Stock available for awards thereunder
by two million shares, such that the aggregate number of shares of Common Stock
available for awards under the Amended 1990 Plan would increase from four
million to six million shares. As of December 31, 1994, there were 298,000
shares of Common Stock available for awards under the 1990 Plan. In the first
quarter of 1995, the Compensation Committee granted options under the 1990 Plan
to purchase an aggregate of 220,600 shares of Common Stock to four Executive
Officers and 143 employees of the Company and its subsidiaries. As a result,
only 77,400 shares of Common Stock remain available under the 1990 Plan. The
amendment of the 1990 Plan is necessary to permit the Company to continue its
compensation policy of providing equity based awards to broad groups of
officers and employees of the Company and its subsidiaries.
The proposed amendment also makes changes that are necessary so that awards
of option rights under the Amended 1990 Plan may qualify as performance-based
compensation for purposes of section 162(m) of the Code. See "Summary of
Amended 1990 Plan--Option Rights." In addition, the proposed amendment provides
that both awards of stock options and other transactions by officers of the
Company under the Amended 1990 Plan will be eligible for exemption from the
short-swing profit provisions of section 16(b) of the Exchange Act pursuant to
Rule 16b-3 thereunder. Neither the 1990 Plan nor the Amended 1990 Plan has been
previously submitted to stockholders for approval.
A summary of the Amended 1990 Plan is set forth below. The full text of the
Amended 1990 Plan is annexed to this Proxy Statement as Exhibit A. The
---------
following summary is qualified in its entirety by reference to Exhibit A.
---------
SUMMARY OF AMENDED 1990 PLAN
AUTHORIZED SHARES. The Amended 1990 Plan increases the number of shares of
the Company's Common Stock available for awards thereunder by two million
shares, such that the aggregate number of shares of Common Stock available for
awards under the Amended 1990 Plan would increase from four million to six
million shares.
ADMINISTRATION. The Amended 1990 Plan will be administered by the
Compensation Committee, which has been delegated the authority by the Board of
Directors to grant options or other awards to officers and employees of the
Company and its subsidiaries. The Compensation Committee also makes any other
determinations necessary or advisable for the administration of the Amended
1990 Plan. The Compensation Committee consists of Dr. Triplett and Mr. Walker
who are "disinterested persons" within the meaning of Rule 16b-3 promulgated by
the Commission pursuant to the Exchange Act.
OPTION RIGHTS. Option rights may be granted under the Amended 1990 Plan that
entitle the optionee to purchase shares of Common Stock at a price not less
than the market value on the date of grant. Option
16
<PAGE>
rights may be options that (i) are intended to qualify under particular
provisions of the Code, (ii) options that are not intended to so qualify or
(iii) combinations of the foregoing. The option price is payable either in cash
at the time of exercise, or by the transfer to the Company of shares of Common
Stock having a market value at the time of exercise equal to the option price,
or a combination thereof, as determined by the Compensation Committee in its
sole discretion.
Option rights generally become exercisable as to 33 1/3% of the shares of
Common Stock covered thereby on the first anniversary of the date of grant, and
become exercisable as to an additional 33 1/3% eighteen months and twenty-four
months following the date of grant. No option right is exercisable more than
ten years from the date of grant. Upon a filing pursuant to any federal or
state law in connection with any tender offer for shares of the Company (other
than a tender offer by the Company) or upon the signing of any agreement for
the merger or consolidation of the Company with another corporation or for the
sale of all or substantially all of the assets of the Company or upon adoption
of any resolution of reorganization or dissolution of the Company by the
stockholders or upon the occurrence of any other event or series of events,
which tender offer, merger, consolidation, sale, reorganization, dissolution or
other event or series of events, in the opinion of the Board of Directors,
will, or is likely to, if carried out, result in a change of control of the
Company or if during any period of two consecutive years, individuals who at
the beginning of such period constituted the Directors of the Company cease for
any reason to constitute a majority thereof (unless the election, or the
nomination for election by the Company's stockholders, of each Director of the
Company first elected during such period was approved by a vote of at least
two-thirds of the Directors then still in office who were Directors of the
Company at the beginning of any such period), the option rights granted under
the Amended 1990 Plan shall become immediately exercisable in full. If any such
tender offer, merger, consolidation, sale, reorganization, liquidation or other
event or series of events mentioned in the immediately preceding sentence shall
be abandoned, the Board of Directors may by notice to the optionees nullify the
effect thereof and reinstate the provisions of the first sentence of
subparagraph (g) of Section 4 of the Amended 1990 Plan, but without prejudice
to any exercise of option rights that may have occurred prior to such
nullification.
Although awards under the Amended 1990 Plan are generally not intended to
qualify for purposes of section 162(m) of the Code as performance-based
compensation, in the case of stock options, such awards are intended so to
qualify. Section 162(m) of the Code generally disallows a tax deduction to
public companies for compensation over $1 million paid, or otherwise taxable,
to persons named in the Summary Compensation Table. Qualifying performance-
based compensation will not be subject to the $1 million deduction limit of
section 162(m) of the Code if certain requirements are met. In order to meet
these requirements, the plan must state a maximum number of shares with respect
to which option rights may be granted during a specified period. Accordingly,
the Amended 1990 Plan provides that no eligible participant shall be granted
option rights in any fiscal year for more than 10% of the total number of
shares of Common Stock authorized for awards under the Amended 1990 Plan at the
time that the Amended 1990 Plan is adopted by the Company's stockholders.
Another requirement of section 162(m) of the Code is that the plan must be
approved by stockholders. Approval of the Amended 1990 Plan shall be deemed the
equivalent of approval of the 1990 Plan.
STOCK APPRECIATION RIGHTS. Stock appreciation rights, which provide optionees
an alternative means of realizing the benefits of option rights, may be granted
in tandem with options. The holder of a stock appreciation right may, in lieu
of exercising all or any part of his option rights, receive from the Company an
amount equal to 100%, or such lesser percentage as the Compensation Committee
may determine, of the difference in value between the market value of the
option shares on the date of exercise and the option price (the "Spread
Value"). Any grant of stock appreciation rights may specify that the amount
payable upon exercise thereof may be paid by the Company in cash, in shares of
Common Stock, or in any combination thereof, and may either grant to the
optionee or retain in the Compensation Committee the right to elect among those
alternatives. If the stock appreciation right provides that the optionee may
elect to receive payment in either cash or shares of Common Stock, an election
to receive cash in whole or in part is subject to the approval of the
Compensation Committee at the time of such election. Upon the exercise of a
stock
17
<PAGE>
appreciation right, the number of shares of Common Stock reserved for issuance
under the Amended 1990 Plan will be reduced by the number of shares of Common
Stock covered by the option that is surrendered in connection with such
exercise.
The Compensation Committee may specify that the amount payable upon exercise
of a stock appreciation right may not exceed a maximum specified by the
Compensation Committee at the date of grant and may specify waiting periods
before exercise and permissible exercise dates or periods. A stock appreciation
right will not be exercisable except at a time when the related option right is
also exercisable, and when the Spread Value is positive. Stock appreciation
rights may include such other terms and provisions, consistent with the Amended
1990 Plan, as the Compensation Committee may approve.
RESTRICTED STOCK. A grant of restricted stock involves the immediate transfer
by the Company to a participant of ownership of a specific number of shares of
Common Stock in consideration of the performance of services. The participant
is entitled immediately to voting, dividend and other ownership rights in such
shares. A grant of restricted stock may be made without the payment of cash
consideration or in consideration of a payment by the participant that is less
than the market value of the Company's Common Stock on the date of grant, as
the Compensation Committee may determine.
Each grant of restricted stock is subject for a period determined by the
Compensation Committee to a "substantial risk of forfeiture" within the meaning
of Section 83 of the Code. For example, a grant of restricted stock may provide
that such stock will be forfeited if the participant ceases to serve the
Company as an officer or employee prior to the expiration of a specified
period. In order to enforce these forfeiture provisions, the transferability of
restricted stock will be prohibited or restricted in a manner and to the extent
prescribed by the Compensation Committee for the period during which the
forfeiture provisions are in effect.
PERFORMANCE UNITS. A performance unit is the equivalent of $100.00.
Participants may be granted any number of performance units. A participant is
given an achievement objective ("Management Objective") to meet within a
specified period determined by the Compensation Committee on the date of grant
("Performance Period"). A minimum level of acceptable achievement also is
established ("Minimum"). If by the end of the Performance Period the
participant has achieved the specified Management Objective, he or she is
deemed to have fully earned the performance unit. If the participant has not
achieved the Management Objective but has attained or exceeded the Minimum, he
or she is deemed to have partly earned the performance unit (such part to be
determined in accordance with a formula included in the notification evidencing
the grant of performance units). To the extent earned, the performance unit is
paid to the participant at the time and in the manner determined by the
Compensation Committee.
Management Objectives may be described either in terms of company-wide
objectives or objectives that are related to performance of the division of the
Company or a subsidiary in which the participant is employed. The Compensation
Committee may adjust any Management Objective and the related Minimum if, in
the sole judgment of the Compensation Committee, events or transactions after
the date of grant that are unrelated to the participant's performance have
affected the Management Objective or the Minimum.
AMENDMENTS. The Compensation Committee is authorized to interpret the Amended
1990 Plan and related agreements and other documents. The Amended 1990 Plan may
be amended from time to time by the Board of Directors of the Company. However,
the Amended 1990 Plan is intended to meet the requirements of Rule 16b-3 under
the Exchange Act upon its approval by the stockholders at the 1995 Annual
Meeting, and certain amendments adopted by the Board, if not approved by
stockholders, could cause the Amended 1990 Plan to cease to meet these
requirements. Any amendment that (i) increases the maximum number of shares of
Common Stock that may be issued or delivered under the Amended 1990 Plan (ii)
changes the definition of persons eligible to participate in the Amended 1990
Plan, or (iii) materially increases the benefits accruing to persons eligible
to participate in the Amended 1990 Plan would require further stockholder
approval in order for the Amended 1990 Plan to continue to meet the
requirements of Rule 16b-3.
18
<PAGE>
MISCELLANEOUS. No option right or stock appreciation right is transferable by
an optionee except upon death, by will or the laws of descent and distribution.
Option rights and stock appreciation rights are exercisable during the
optionee's lifetime only by the optionee (or by his guardian or legal
representative). The maximum number of shares of Common Stock that may be
issued and delivered under the Amended 1990 Plan, the number of shares covered
by outstanding option rights and stock appreciation rights, and the prices per
share applicable thereto, are subject to adjustment in the event of stock
dividends, stock splits, combinations of shares, recapitalizations, mergers,
consolidations, spin-offs, reorganizations, liquidations, issuances of rights
or warrants, and similar events.
NEW PLAN BENEFITS
The types of awards and amounts thereof that will be granted under the
Amended 1990 Plan to the individuals and groups named in the table below in the
future are not determinable at this time. Set forth in the table below is
certain information regarding options to purchase Common Stock that were
granted under the 1990 Plan during the year ended December 31, 1994 and the
three months ended March 31, 1995 to (i) each of the executive officers named
in the Summary Compensation Table on page 7, (ii) all current executive
officers as a group, (iii) all current non-executive directors as a group, and
(iv) all employees, including all current officers who are not executive
officers, as a group.
NEW PLAN BENEFITS TABLE
THE 1990 EXECUTIVE INCENTIVE PLAN
(AS AMENDED AS OF MARCH 6, 1995)
<TABLE>
<CAPTION>
NUMBER OF OPTION RIGHTS
GRANTED UNDER THE 1990
PLAN
--------------------------
YEAR ENDED QUARTER ENDED
DECEMBER 31, MARCH 31,
NAME 1994 1995
---- ------------ -------------
<S> <C> <C>
John N. Palmer....................................... 0 0
Chairman of the Board and Chief Executive Officer
M. Bernard Puckett................................... 550,000 0
President and Chief Operating Officer
Jai P. Bhagat........................................ 155,000 0
Executive Vice President
John E. Welsh III.................................... 200,000 0
Managing Director
J. Robert Fugate..................................... 0 0
Senior Vice President--Finance
Executive Group...................................... 1,050,000 28,000
Non-Executive Director Group......................... * *
Non-Executive Officer Employee Group................. 266,500 192,600
</TABLE>
- - --------
* Non-Executive Directors of the Company do not participate in the 1990 Plan.
FEDERAL INCOME TAX CONSEQUENCES
The following is a brief summary of certain of the federal income tax
consequences of certain transactions under the Amended 1990 Plan based on
federal income tax laws in effect on January 1, 1995. This summary is not
intended to be exhaustive and does not describe state or local tax
consequences.
19
<PAGE>
TAX CONSEQUENCES TO PARTICIPANTS.
Non-qualified Option Rights. In general: (i) no income will be recognized by
---------------------------
an optionee at the time a non-qualified option right is granted; (ii) at the
time of exercise of a non-qualified option right, ordinary income will be
recognized by the optionee in an amount equal to the difference between the
option price paid for the shares of Common Stock and the fair market value of
the shares of Common Stock if they are nonrestricted on the date of exercise;
and (iii) at the time of sale of shares of Common Stock acquired pursuant to
the exercise of a non-qualified option right, any appreciation (or
depreciation) in the value of the shares of Common Stock after the date of
exercise will be treated as either short-term or long-term capital gain (or
loss) depending on how long the shares have been held.
Incentive Stock Options. No income generally will be recognized by an
-----------------------
optionee upon the grant or exercise of an incentive stock option. If shares of
Common Stock are issued to an optionee pursuant to the exercise of an incentive
stock option and no disqualifying disposition of the shares is made by the
optionee within two years after the date of grant or within one year after the
transfer of the shares to the optionee, then upon the sale of the shares any
amount realized in excess of the option price will be taxed to the optionee as
long-term capital gain and any loss sustained will be a long-term capital loss.
If shares of Common Stock acquired upon the exercise of an incentive stock
option are disposed of prior to the expiration of either holding period
described above, the optionee generally will recognize ordinary income in the
year of disposition in an amount equal to any excess of the fair market value
of the shares of Common Stock at the time of exercise (or, if less, the amount
realized on the disposition of the shares in a sale or exchange) over the
option price paid for the shares. Any further gain (or loss) realized by the
optionee generally will be taxed as short-term or long-term capital gain (or
loss) depending on the holding period.
Stock Appreciation Rights. No income will be recognized by a participant in
-------------------------
connection with the grant of a stock appreciation right. When the stock
appreciation right is exercised, the participant normally will be required to
include as taxable ordinary income in the year of exercise an amount equal to
the amount of any cash, and the fair market value of any nonrestricted shares
of Common Stock, received pursuant to the exercise.
Restricted Stock. A recipient of restricted stock generally will be subject
----------------
to tax at ordinary income rates on the fair market value of the restricted
stock reduced by any amount paid by the recipient at such time as the shares of
Common Stock are no longer subject to a risk of forfeiture or restrictions on
transfer for purposes of Section 83 of the Code. However, a recipient who so
elects under Section 83(b) of the Code within 30 days of the date of transfer
of the shares of Common Stock will have taxable ordinary income on the date of
transfer of such shares equal to the excess of the fair market value of such
shares of Common Stock (determined without regard to the risk of forfeiture or
restrictions on transfer) over any purchase price paid for such shares. If a
Section 83(b) election has not been made, any dividends received with respect
to shares of restricted stock that are subject at that time to a risk of
forfeiture or restrictions on transfer generally will be treated as
compensation that is taxable as ordinary income to the recipient.
Performance Units. No income generally will be recognized upon the grant of
-----------------
performance units. Upon payment in respect of the earn-out of performance
units, the recipient generally will be required to include as taxable ordinary
income in the year of receipt an amount equal to the amount of cash received
and the fair market value of any nonrestricted shares of Common Stock received.
Special Rules Applicable to Officers and Directors. In limited circumstances
--------------------------------------------------
where the sale of Common Stock that is received as the result of a grant of an
award could subject an officer or director to suit under Section 16(b) of the
Exchange Act, the tax consequences to the officer or director may differ from
the tax consequences described above. In these circumstances, unless a special
election has been made, the principal difference usually will be to postpone
valuation and taxation of the Common Stock received so long as the sale of such
Common Stock could subject the officer or director to suit under Section 16(b)
of the Exchange Act, but no longer than six months.
20
<PAGE>
TAX CONSEQUENCES TO THE COMPANY OR SUBSIDIARY. To the extent that a
participant recognizes ordinary income in the circumstances described above,
the Company or subsidiary for which the participant performs services will be
entitled to a corresponding deduction provided that, among other things, the
income meets the test of reasonableness, is an ordinary and necessary business
expense, is not an "excess parachute payment" within the meaning of Section
280G of the Code and is not disallowed by the $1 million limitation imposed by
the Code on certain executive compensation.
VOTE REQUIRED FOR APPROVAL
The affirmative vote of the holders of a majority of the shares of Common
Stock present in person or represented by proxy and actually voting on the
matter at the 1995 Annual Meeting will be required to approve the Amended 1990
Plan. In addition, in order to qualify the Amended 1990 Plan under Rule 16b-3
of the Exchange Act, the proposal to approve the Amended 1990 Plan must be
adopted by the affirmative vote of a majority of the shares of Common Stock
present in person or represented by proxy and entitled to vote at the 1995
Annual Meeting. All properly executed proxies will be voted as specified in the
proxy, or if not specified, will be voted FOR the proposal to adopt the Amended
1990 Plan.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS APPROVE THE AMENDED
1990 PLAN.
21
<PAGE>
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP served as the auditors of the Company for the year ended
December 31, 1994, and is currently serving in such capacity for the year
ending December 31, 1995. Representatives of the firm of Arthur Andersen LLP
are expected to be present at the 1995 Annual Meeting with the opportunity to
make a statement if they desire to do so and to be available to respond to
appropriate questions.
STOCKHOLDER PROPOSALS FOR 1996 ANNUAL MEETING
Stockholders who wish to submit a proposal for consideration at the 1996
Annual Meeting should submit the proposal in writing to the Company at the
address set forth on page 1 of this Proxy Statement. A proponent of a proposal
is required to have been a record or beneficial owner of at least 1% or $1,000
in market value of Common Stock of the Company for a period of at least one
year and must continue to own such securities through the date on which the
1996 Annual Meeting is held. The Company has the right to request documentary
support (as provided in Rule 14a-8 promulgated by the Commission pursuant to
the Exchange Act) of the proponent's ownership claim within 14 calendar days
after receipt of the proposal, and the proponent shall furnish appropriate
documentation within 21 days after receiving such request. Proposals must be
received by the Company on or before December 22, 1995 for inclusion in next
year's proxy materials. Stockholders who submit proposals must, in all other
respects, comply with Rule 14a-8 under the Exchange Act.
MISCELLANEOUS
The Board of Directors does not intend to present and knows of no other
person who intends to present any matter of business at the 1995 Annual Meeting
other than as set forth in the accompanying Notice of Annual Meeting of
Stockholders. However, if other matters properly come before the meeting, it is
the intention of the persons named on the enclosed proxy card to vote in
accordance with their best judgment.
The Company will bear the costs of preparing and mailing the Proxy Statement,
proxy card and other material that may be sent to stockholders in connection
with this solicitation. In addition to solicitations by mail, officers and
other employees of the Company may solicit proxies personally or by telephone
or telegram. The Company has retained Beacon Hill Partners, Inc. to assist in
the solicitation of proxies in connection with the 1995 Annual Meeting. The
Company has agreed to pay Beacon Hill Partners, Inc. a fee of $4,000 plus
reasonable out-of-pocket expenses for such services.
By Order of the Board of Directors
/s/ Leonard G. Kriss
----------------------------------
Leonard G. Kriss
Secretary
Jackson, Mississippi
April 20, 1995
22
<PAGE>
EXHIBIT A
MOBILE TELECOMMUNICATION TECHNOLOGIES CORP.
1990 EXECUTIVE INCENTIVE PLAN
(AS AMENDED AS OF MARCH 6, 1995)
1. Purpose. The purpose of this Plan is to attract and retain officers and
-------
key employees for Mobile Telecommunication Technologies Corp. (the "Company")
and its Subsidiaries and to provide to such persons incentives and rewards for
superior performance.
2. Definitions. As used in this Plan,
-----------
"Appreciation Right" means a right granted pursuant to Paragraph 5.
"Board" means the Board of Directors of the Company.
"Committee" means the committee of the Board referred to in Paragraph 12 of
this Plan.
"Common Stock" means Common Stock, par value $.01 per share, of the Company
or any security into which such Common Stock may be changed by reason of
any transaction or event of the type described in Paragraph 9 of this Plan.
"Date of Grant" means the date specified by the Committee on which a grant
of Option Rights, Appreciation Rights or Performance Units or a grant or
sale of Restricted Stock shall become effective (which date shall not be
earlier than the date on which the Committee takes action with respect
thereto).
"Eligible Participant" means a person who is selected by the Committee to
receive benefits under this Plan and who is at the time an officer or key
employee of the Company or any of its Subsidiaries, or who has agreed to
commence serving in any of such capacities within 90 days of the Date of
Grant.
"Management Objectives" means the achievement objectives established by the
Committee pursuant to Paragraph 7 of this Plan for Eligible Participants
who have received grants of Performance Units.
"Market Value Per Share" means, at any date, (a) the closing sale price of
the Common Stock on that date (or, if there are no sales on that date, the
last preceding date on which there were sales) in the principal market in
which the Common Stock is traded, or (b) in the absence of a principal
market, the fair market value price determined by the Committee in good
faith.
"Optionee" means the optionee named in an agreement evidencing an
outstanding Option Right.
"Option Right" means the right to purchase shares of Common Stock upon
exercise of an option granted pursuant to Paragraph 4 of this Plan.
"Performance Period" means, in respect of a Performance Unit, a period of
time established pursuant to Paragraph 7 of this Plan within which the
Management Objectives relating to such Performance Unit are to be achieved.
"Performance Unit" means a unit equivalent to $100.00 awarded pursuant to
Paragraph 7 of this Plan.
"Restricted Stock" means shares of Common Stock granted or sold pursuant to
Paragraph 6 of this Plan as to which neither the substantial risk of
forfeiture nor the prohibition on transfers referred to therein has
expired.
"Spread" means the amount obtained by multiplying the excess of the Market
Value Per Share of Common Stock on the date when an Appreciation Right is
exercised over the option price per share provided for in the related
Option Right by the number of shares of Common Stock subject to the Option
Right.
"Subsidiary" means any corporation in which the Company owns or controls,
directly or indirectly, more than 50% of the total combined voting power
represented by all outstanding classes of stock issued by such corporation.
A-1
<PAGE>
3. Shares Available Under Plan. The shares of Common Stock which may be (a)
---------------------------
sold or transferred upon the exercise of Option Rights or Appreciation Rights,
(b) awarded or sold as Restricted Stock and released from substantial risks of
forfeiture thereof or (c) transferred in payment of Performance Units which
have been earned, shall not exceed in the aggregate 6,000,000 shares, subject
to adjustment as provided in Paragraph 9 of this Plan. Upon exercise by an
Optionee of any Appreciation Rights, there shall be deemed to have been
transferred to such Optionee under this Plan the number of shares of Common
Stock covered by the related Option Rights, regardless of whether such
Appreciation Rights were paid in cash, shares of Common Stock or a combination
thereof. Such shares may be shares of original issuance, treasury shares or a
combination of the foregoing.
Notwithstanding any other provision of this Plan to the contrary, no Eligible
Participant shall be granted Option Rights for more than 10% of the total
number of shares authorized for awards under the Amended 1990 Plan at the time
that the Amended 1990 Plan is adopted by the Company's stockholders.
4. Option Rights. The Committee may, from time to time and upon such terms
-------------
and conditions as it may determine, grant to Eligible Participants Option
Rights. Without limiting the foregoing, each such grant may utilize any or all
of the authorizations, and shall be subject to all of the limitations,
contained in the following provisions:
(a) Each grant shall specify the number of shares of Common Stock to
which it pertains.
(b) Each grant shall specify an option price per share not less than the
Market Value Per Share on the Date of Grant.
(c) Each grant shall specify that the option price shall be payable at
the time of exercise in the manner specified in the agreement evidencing
the Option Rights (i) in cash or by check acceptable to the Company, or
(ii) by the transfer to the Company of a sufficient number of shares of
Common Stock having a Market Value Per Share at the time of exercise to
equal the total option price, or (iii) by a combination of such methods of
payment, as determined by the Committee in its sole discretion.
(d) Each grant shall specify the period or periods of continuous
employment of the optionee by the Company or any Subsidiary which is
necessary (as consideration to the Company) before the Option Rights or
installments thereof will become exercisable.
(e) Option Rights granted under this Plan may be (i) options which are
intended to qualify under particular provisions of the Internal Revenue
Code of 1986, as amended from time to time ("Code"), (ii) options that are
not intended to so qualify or (iii) combinations of the foregoing.
(f) No Option Right shall be exercisable more than ten years from the
Date of Grant.
(g) Option Rights granted under this Plan may be exercised only as
follows: (i) no Option Right, or portion thereof, may be exercised until
the first anniversary of the Date of Grant of such Option Right; (ii) from
the first anniversary of the Date of Grant of an Option Right until the day
before the date eighteen months after the Date of Grant, such Option Right
may be exercised as to not more than 33 1/3% of the shares of Common Stock
subject to such Option Right; (iii) after each of eighteen months and
twenty-four months after the Date of Grant of an Option Right, such Option
Right may be exercised as to an additional 33 1/3% of the shares of Common
Stock subject to such Option Right, plus any shares as to which the Option
Right might theretofore have been exercised but has not been exercised; and
(iv) subject in any case to any additional limitations established in
accordance with subparagraph (e) above. Upon a filing pursuant to any
federal or state law in connection with any tender offer for shares of the
Company (other than a tender offer by the Company) or upon the signing of
any agreement for the merger or consolidation of the Company with another
corporation or for sale of all or substantially all of the assets of the
Company or upon adoption of any resolution of reorganization or dissolution
of the Company by the stockholders or upon the occurrence of any other
event or series of events, which tender offer, merger, consolidation, sale,
reorganization, dissolution or other event or series of events, in the
opinion of the Board, will, or is likely to, if carried out, result in a
change of control of the Company or if during any period of two consecutive
years, individuals who at the beginning of such period constituted
A-2
<PAGE>
the Directors of the Company cease for any reason to constitute a majority
thereof (unless the election, or the nomination for election by the
Company's stockholders, of each Director of the Company first elected
during such period was approved by a vote of at least two-thirds of the
Directors then still in office who were Directors of the Company at the
beginning of any such period), the Option Rights granted under this Plan
shall become immediately exercisable in full. If any such tender offer,
merger, consolidation, sale, reorganization, liquidation or other event or
series of events mentioned in the immediately preceding sentence shall be
abandoned, the Board may by notice to the Optionees nullify the effect
thereof and reinstate the provisions of the first sentence of this
subparagraph (g), but without prejudice to any exercise of Option Rights
that may have occurred prior to such nullification.
(h) Each grant of Option Rights shall be evidenced by an agreement
executed on behalf of the Company by a duly authorized officer and
delivered to the Optionee and containing such terms and provisions,
consistent with this Plan, as the Committee may approve.
5. Appreciation Rights. The Committee may, from time to time and upon such
-------------------
terms and conditions as it may determine, also grant to any Optionee
Appreciation Rights in respect of Option Rights granted hereunder. An
Appreciation Right shall be a right of the Optionee, exercisable by surrender
of the related Option Right, to receive from the Company an amount which shall
be determined by the Committee, and shall be expressed as a percentage of the
Spread (not exceeding 100%) at the time of exercise. Without limiting the
foregoing, each such grant may utilize any or all of the authorizations, and
shall be subject to all of the limitations, contained in the following
provisions:
(a) Any grant may specify that the amount payable on exercise of an
Appreciation Right may be paid by the Company in cash, in shares of Common
Stock, or in any combination thereof, and may either grant to the Optionee
or retain in the Committee the right to elect among those alternatives;
provided, however, that if the right to elect among those alternatives is
granted to the Optionee, the Committee shall have sole discretion to
consent to or disapprove the Optionee's election to receive cash in full or
partial settlement of an Appreciation Right, which consent or disapproval
may be given at any time after the election to which it relates.
(b) Any grant may specify that the amount payable on exercise of an
Appreciation Right (valuing shares of Common Stock subject to the related
Option Right for this purpose at their Market Value Per Share at the date
of exercise) may not exceed a maximum specified by the Committee at the
Date of Grant.
(c) Any grant may specify waiting periods before exercise and permissible
exercise dates or periods, and shall provide that no Appreciation Right may
be exercised except at a time when the related Option Right is also
exercisable and at a time when the Spread is positive.
(d) Each grant of Appreciation Rights shall be evidenced by a
notification executed on behalf of the Company by a duly authorized officer
and delivered to and accepted by the Optionee, which notification shall
describe such Appreciation Rights, identify the related Option Rights,
state that such Appreciation Rights are subject to all the terms and
conditions of this Plan, and contain such other terms and conditions,
consistent with this Plan, as the Committee may approve.
6. Restricted Stock. The Committee may, from time to time and upon such terms
----------------
and conditions as it may determine, also grant or sell to Eligible Participants
Restricted Stock. Without limiting the foregoing, each such grant or sale may
utilize any or all of the authorizations, and shall be subject to all of the
limitations, contained in the following provisions:
(a) Each such grant or sale shall constitute an immediate transfer of the
ownership of shares of Common Stock to the Eligible Participant in
consideration of the performance of services, entitling such Eligible
Participant to voting, dividend and other ownership rights, but subject to
the substantial risk of forfeiture and restrictions on transfer hereinafter
referred to.
(b) Each such grant or sale may be made without the payment of cash
consideration or in consideration of a payment by such Eligible Participant
at a price per share of Common Stock that is less than Market Value Per
Share at the Date of Grant.
A-3
<PAGE>
(c) Each such grant or sale shall provide that the shares of Restricted
Stock covered by such grant or sale shall be subject, for a period to be
determined by the Committee at the Date of Grant, to a "substantial risk of
forfeiture" within the meaning of Section 83 of the Code, and the
regulations of the Internal Revenue Service thereunder (in addition to that
which may be imposed by reason of applicability of Section 16(b) of the
Securities Exchange Act of 1934 to the Eligible Participant).
(d) Each such grant or sale shall provide that during the period for
which such substantial risk of forfeiture is to continue, the
transferability of the Restricted Stock shall be prohibited or restricted
in a manner and to the extent prescribed by the Committee at the Date of
Grant (which restrictions may include, without limiting the generality of
the foregoing, rights of repurchase or first refusal in the Company or
provisions subjecting the Restricted Stock to a continuing substantial risk
of forfeiture in the hands of any transferee).
(e) Each grant or sale of Restricted Stock shall be evidenced by an
agreement executed on behalf of the Company by a duly authorized officer
and delivered to and accepted by the Eligible Participant and shall contain
such terms and conditions, consistent with this Plan, as the Committee may
approve.
7. Performance Units. The Committee may, from time to time and upon such
-----------------
terms and conditions as it may determine, also grant Performance Units which
will become payable to an Eligible Participant upon achievement of specified
Management Objectives. Without limiting the foregoing, each such grant may
utilize any or all of the authorizations, and shall be subject to all of the
limitations, contained in the following provisions:
(a) Each grant shall specify the number of Performance Units to which it
pertains.
(b) The Performance Period with respect to each Performance Unit shall be
such period of time commencing with the Date of Grant as shall be
determined by the Committee at the Date of Grant.
(c) Each grant shall specify the Management Objectives that are to be
achieved by the Eligible Participant, which may be described in terms of
Company-wide objectives or objectives that are related to performance of
the division or Subsidiary in which such Eligible Participant is employed.
(d) Each grant shall specify a minimum acceptable level of achievement in
respect of the specified Management Objectives below which no payment will
be made and shall set forth a formula for determining the amount of payment
to be made if performance is at or above such minimum but short of full
achievement of the Management Objectives.
(e) Each grant shall specify the time and manner of payment (whether in
cash, shares of Common Stock or a combination thereof) of Performance Units
which have been earned.
(f) The Committee may adjust Management Objectives and the related
minimum acceptable level of achievement if, in the sole judgment of the
Committee, events or transactions have occurred after the Date of Grant
which are unrelated to the performance of the Eligible Participant and
result in distortion of the Management Objectives or the related minimum
acceptable level of achievement.
(g) Each grant of Performance Units shall be evidenced by a notification
executed on behalf of the Company by a duly authorized officer and
delivered to and accepted by the Eligible Participant, which notification
shall describe the Performance Units, state that such Performance Units are
subject to all the terms and conditions of this Plan, and contain such
other terms and conditions, consistent with this Plan, as the Committee may
approve.
8. Transferability. No Option Right or Appreciation Right shall be
---------------
transferable by an Optionee other than by will or the laws of descent and
distribution. Option Rights and Appreciation Rights shall be exercisable during
the Optionee's lifetime only by him (or by his guardian or legal
representative).
9. Adjustments. The Committee shall make or provide for such adjustments in
-----------
the numbers of shares of Common Stock covered by outstanding Option Rights and
Appreciation Rights granted hereunder, in the prices per share applicable to
such Option Rights and Appreciation Rights and in the kind of shares covered
A-4
<PAGE>
thereby, as the Committee in its sole discretion, exercised in good faith,
determines is equitably required to prevent dilution or enlargement of the
rights of Optionees that otherwise would result from (a) any stock dividend,
stock split, combination of shares, recapitalization or other change in the
capital structure of the Company, or (b) any merger, consolidation, spin-off,
reorganization, partial or complete liquidation, issuance of rights or warrants
to purchase securities, or (c) any other corporate transaction or event having
an effect similar to any of the foregoing. The Committee shall also make or
provide for such adjustments in the number of shares available for award, sale
or transfer under this Plan specified in Paragraph 3 of this Plan as the
Committee in its sole discretion, exercised in good faith, determines is
appropriate to reelect any transaction or event described in the preceding
sentence.
10. Fractional Shares. The Company shall not be required to issue any
-----------------
factional share of Common Stock pursuant to this Plan. The Committee may
provide for the elimination of fractions or for the settlement of fractions in
cash.
11. Withholding Taxes. To the extent that the Company is required to withhold
-----------------
federal, state, local or foreign taxes in connection with any payment made or
benefit realized by an Eligible Participant or other person under this Plan,
and the amounts available to the Company for such withholding are insufficient,
it shall be a condition to the receipt of such payment or the realization of
such benefit that the Eligible Participant or such other person pay to the
Company the balance of such taxes required to be withheld.
12. Administration of the Plan.
--------------------------
(a) This Plan shall be administered by one or more committees of the
Board, as determined by the Board, each of which shall consist of not less
than one director appointed by the Board and none of the members of which
shall be eligible or shall have been eligible at any time within one year
of their selection as members of the Committee for selection as a person to
whom stock may be allocated or to whom stock options or stock appreciation
rights may be granted pursuant to this Plan or any other benefit plan of
the Company or any Subsidiary. Each such Committee shall be deemed the
"Committee" hereunder with the limits of its authority as prescribed by the
Board. A majority of the Committee shall constitute a quorum, and the
action of the members of the Committee present at any meeting at which the
quorum is present, or acts unanimously approved in writing, shall be the
acts of the Committee.
(b) The interpretation and construction by the Committee of any provision
of this Plan or of any agreement, notification or document evidencing the
grant of Option Rights, Appreciation Rights, Restricted Stock or
Performance Units and any determination by the Committee pursuant to any
provision of this Plan or of any such agreement, notification or document
shall be final and conclusive. No member of the Committee shall be liable
for any such action or determination made in good faith.
13. Amendments, Etc.
---------------
(a) This Plan may be amended from time to time by the Board.
(b) The Committee may, with the concurrence of the affected Optionee,
cancel or amend any agreement evidencing Option Rights or Appreciation
Rights granted under this Plan. In the event of cancellation, the Committee
may authorize the granting of new Option Rights or Appreciation Rights
(which may or may not cover the same number of shares which had been the
subject of the prior agreement) in such manner, at such option price and
subject to the same terms, conditions and discretions as would have been
applicable under this Plan had the cancelled Option Rights or Appreciation
Rights not been granted.
(c) In case of termination of employment by reason of death, disability
or retirement at or after normal retirement age under a retirement plan of
the Company or a Subsidiary (or at an earlier age with the consent of the
Committee) of an Eligible Participant who holds an Option Right or
Appreciation Right not immediately exercisable in full, or any Restricted
Stock as to which the substantial risk of forfeiture or the prohibition or
restriction on transfer has not lapsed, or any Performance Units which have
not been fully earned, the Committee may, in its sole discretion,
accelerate the time at which such
A-5
<PAGE>
Option Right or Appreciation Right may be exercised or the time at which
such substantial risk of forfeiture or prohibition or restriction on
transfer will lapse or the time at which such Performance Units will be
deemed to have been fully earned.
(d) In the event an Eligible Participant shall intentionally commit an
act materially inimical to the interests of the Company or any Subsidiary
and the Committee in its sole discretion, exercised in good faith, shall so
find, notwithstanding any other provision in this Plan the Committee may
terminate as of the time of such act any Option Rights or Appreciation
Rights, or cause the forfeiture of Restricted Stock or Performance Units,
granted such Eligible Participant.
(e) This Plan shall not confer upon any Eligible Participant any right
with respect to continuance of employment or other service with the Company
or any Subsidiary, nor shall it interfere in any way with any right the
Company or any Subsidiary would otherwise have to terminate such Eligible
Participant's employment or other service at any time.
A-6
<PAGE>
MOBILE TELECOMMUNICATION TECHNOLOGIES CORP.
Annual Meeting of Stockholders--May 25, 1995
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints J. Robert Fugate and Leonard G. Kriss and each
of them as Proxies and authorizes them to represent and vote all the shares of
Common Stock of Mobile Telecommunication Technologies Corp. that the
undersigned may be entitled to vote at the Annual Meeting of Stockholders to
be held on May 25, 1995 and at any adjournment thereof (i) as designated for
the election of the Directors set forth below, (ii) as designated for the
proposal set forth below, and (iii) at the discretion of said Proxies, on such
other matters as may properly come before such Annual Meeting.
IF PROPERLY EXECUTED, THIS PROXY WILL BE VOTED AS SPECIFIED, OR IF NOT
SPECIFIED, WILL BE VOTED FOR THE NOMINEES IN ITEM 1 AND FOR THE PROPOSAL IN
ITEM 2.
(Continued and to be signed on the reverse side)
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE DIRECTORS AND
FOR THE PROPOSAL SET FORTH BELOW.
[X] Please mark
your votes
like this
------
COMMON
FOR WITHHOLD
1. Election of Haley Barbour, all vote for all
Jai P. Bhagat and R. Faser nominees nominees
Triplett, M.D. as Directors [_] [_]
WITHHELD FOR (Write that nominee's name in the space provided below.)
- - --------------------------------------------
2. Proposal to approve the Amended 1990 Executive FOR AGAINST ABSTAIN
Incentive Plan. [_] [_] [_]
Please mark, date and sign exactly
as the name appears herein and return
_____ this proxy card in the enclosed envelope.
| Persons signing as executors, administrators,
| trustees, etc. should so indicate. If joint
account, each joint owner should sign. In the
case of a corporation or partnership, the
fullname of the organization should be used
and the signature should be that of a duly
authorized officer or partner.
Signature(s) Date
---------------------------- ---------------------
(If held jointly, each joint owner should sign)
