<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ....... TO .......
COMMISSION FILE NUMBER: 0-17995
AMTECH CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 75-2216818
(STATE OF INCORPORATION) (I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
17304 PRESTON ROAD
BUILDING E-100
DALLAS, TEXAS 75252
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(214) 733-6600
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED
TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING
THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS
REQUIRED TO FILE SUCH REPORTS) AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS.
YES X NO ___
---
INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF
COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE.
CLASS OUTSTANDING AT APRIL 30, 1996
- ------------------------------------- -----------------------------
COMMON STOCK, PAR VALUE $.01 PER SHARE 14,608,786
<PAGE>
INDEX
PART I-FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Page
Number
------
ITEM 1. FINANCIAL STATEMENTS
<S> <C> <C>
Condensed Consolidated Balance Sheets at March 31, 1996
and December 31, 1995 3
Condensed Consolidated Statements of Operations for the
three months ended March 31, 1996 and 1995 4
Condensed Consolidated Statements of Cash Flows for the
three months ended March 31, 1996 and 1995 5
Notes to Condensed Consolidated Financial Statements 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS 7
PART II-OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 9
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 9
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 10
</TABLE>
2
<PAGE>
AMTECH CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
March 31, 1996 December 31, 1995
--------------- ------------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $16,214 $17,669
Short-term marketable securities 5,110 10,168
Accounts receivable, net of allowance for
doubtful accounts of $891,000 in 1996
and $831,000 in 1995 27,522 24,559
Inventories (Note 2) 15,510 13,415
Deferred income taxes 1,914 1,037
Prepaid expenses 846 725
------- -------
Total current assets 67,116 67,573
Property and equipment, at cost 24,024 23,221
Accumulated depreciation (9,929) (9,138)
------- -------
14,095 14,083
Deferred income taxes 1,310 1,544
Intangible assets, net 9,064 8,827
Other assets 1,389 1,352
------ -----
$92,974 $93,379
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 7,368 $ 6,628
Note payable 2,594 1,887
Accrued expenses 8,434 7,201
Deferred income and license revenues 3,121 2,508
------- -------
Total current liabilities 21,517 18,224
Note payable -- 2,594
Contingencies (Note 3)
Stockholders' equity:
Preferred stock, $1 par value, 10,000,000 shares
authorized; none issued -- --
Common stock, $.01 par value, 30,000,000 shares
authorized; 14,685,036 issued, 14,605,036
outstanding in 1996 and 1995 147 147
Additional paid-in capital 75,215 75,349
Unrealized gain on marketable securities -- 1,323
Treasury stock, at cost (393) (393)
Accumulated deficit (3,512) (3,865)
------- -------
Total stockholders' equity 71,457 72,561
------- -------
$92,974 $93,379
======= =======
</TABLE>
See accompanying notes.
3
<PAGE>
AMTECH CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months
Ended March 31
------------------------
1996 1995
--------- ---------
<S> <C> <C>
Sales $28,276 $13,935
Operating costs and expenses:
Cost of sales 17,279 9,373
Research and development 2,564 1,642
Marketing, general and administrative 9,607 3,689
------- -------
29,450 14,704
------- -------
Operating loss (1,174) (769)
Investment income 2,078 453
Interest expense (109) --
------- -------
Income (loss) before income taxes 795 (316)
Provision (benefit) for income taxes 442 (36)
------- -------
Net income (loss) $ 353 $ (280)
======= =======
Earnings (loss) per share (Note 1) $ 0.02 $ (0.02)
======= =======
Shares used in computing
earnings (loss) per share 14,740 14,704
======= =======
</TABLE>
See accompanying notes.
4
<PAGE>
AMTECH CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months
Ended March 31
------------------------
1996 1995
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 353 $ (280)
Adjustments to reconcile net income (loss) to net cash
from operating activities:
Depreciation and amortization 1,082 729
Realized gain on sale of marketable securities (2,150) --
Deferred income taxes 38 15
Tax benefit from exercise of stock options -- 36
Change in assets and liabilities:
Increase in accounts receivable (4,203) (1,496)
(Increase) decrease in inventories (2,095) 212
Increase in prepaid expenses (121) (302)
(Increase) decrease in other assets (31) 528
Increase in accounts payable
and accrued expenses 1,973 373
Increase (decrease) in deferred income
and license revenues 613 (241)
------ -------
Total adjustments (4,894) (146)
------- -------
Net cash used by operating activities (4,541) (426)
Cash flows from investing activities:
Purchases of property and equipment (829) (571)
Purchase of Cotag International Limited -- (5,774)
Purchase of Cardkey Systems (952) --
Sales and maturities of marketable securities 5,204 24,324
Increase in other assets (49) (52)
Other (256) --
------- -------
Net cash provided by investing activities 3,118 17,927
Cash flows from financing activities:
Proceeds from issuances of common stock -- 147
Payment of cash dividends -- (293)
------- -------
Net cash used by financing activities -- (146)
Effect of exchange rate changes on cash and cash equivalents (32) (2)
------- -------
Increase (decrease) in cash and cash equivalents (1,455) 17,353
Cash and cash equivalents, beginning of period 17,669 14,217
------- -------
Cash and cash equivalents, end of period $16,214 $31,570
======= =======
</TABLE>
See accompanying notes.
5
<PAGE>
AMTECH CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying financial statements, which should be read in conjunction
with the audited consolidated financial statements included in the Company's
1995 Annual Report to Shareholders and Form 10-K, are unaudited but have been
prepared in the ordinary course of business for the purpose of providing
information with respect to the interim periods. The Condensed Consolidated
Balance Sheet at December 31, 1995 was derived from the audited Consolidated
Balance Sheet at that date which is not presented herein. Management of the
Company believes that all adjustments necessary for a fair presentation for such
periods have been included and are of a normal recurring nature. The results of
operations for the three-month period ended March 31, 1996 are not necessarily
indicative of the results to be expected for the full year.
Earnings per share is computed based on the weighted average number of shares
of common stock and dilutive common equivalent shares outstanding.
<TABLE>
<CAPTION>
<S> <C>
2. INVENTORIES
</TABLE>
Inventories consist of the following:
<TABLE>
<CAPTION>
March 31, 1996 December 31, 1995
-------------- -----------------
<S> <C> <C>
Raw materials $ 6,363,000 $4,900,000
Work in process 4,386,000 3,976,000
Finished goods 4,761,000 4,539,000
----------- ----------
$ 15,510,000 $13,415,000
=========== ==========
</TABLE>
3. CONTINGENCIES
WaveLink and certain of its employees are the subject of a $7,800,000 suit
brought by Teklogix, Inc., their former employer. The suit alleges improper use
of confidential information, theft of technology, misappropriation of business
opportunities and similar improprieties. In addition to the damages requested,
the suit seeks to enjoin the defendants from soliciting customers of Teklogix
and from disclosing alleged confidential information of Teklogix. WaveLink has
denied any wrong-doing by it or its employees and intends to vigorously defend
the litigation. While the final outcome of this matter cannot be predicted with
certainty, the Company believes that the final resolution of this matter will
not have a material adverse effect on the consolidated financial position of the
Company.
6
<PAGE>
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
Amtech Systems Corporation and Amtech World Corporation develop and provide
high-frequency radio frequency identification (RFID) solutions to the
transportation markets which include vehicle-roadside communications, electronic
toll and traffic management (ETTM), rail, intermodal and motor freight.
Products and services for electronic access control applications are the focus
of Amtech Europe Limited, which combines Cotag International Limited ("Cotag")
and Cardkey Systems Limited, as well as Cardkey Systems, Inc. Cotag was
acquired by the Company in January 1995 and Cardkey Systems, Inc. and Cardkey
Systems Limited (collectively "Cardkey") were acquired in August 1995.
WaveLink Technologies, Inc. ("WaveLink") is developing a line of products
targeting the interactive data marketplace consisting of mobile radio frequency
data communications terminals using wireless local area networks for use in
portable computing in logistics, warehousing, transportation and medical
applications. The 1995 acquisitions impact the comparability of the Company's
first quarter 1996 results with those of 1995.
RESULTS OF OPERATIONS
Sales for the three months ended March 31, 1996 increased $14,341,000 or 103%
from the comparable period in 1995. Sales in the electronic access controls
markets amounted to $15,574,000 in 1996 compared to $1,494,000 in 1995 as sales
of Cotag were included in the Company's consolidated financial statements
beginning February 1, 1995, and sales of Cardkey were included beginning August
1, 1995.
Cost of sales for the three months ended March 31, 1996 increased $7,906,000
or 84% from the comparable period in 1995 primarily as a consequence of the
Company's acquired businesses. Gross profit as a percentage of sales increased
from 33% for the first quarter of 1995 to 39% for the first quarter of 1996,
primarily due to a gross profit margin on sales of 44% achieved by the recently
acquired electronic access control businesses.
Research and development expenses for the three months ended March 31, 1996
increased $922,000 or 56% from the comparable period in 1995. Expenditures for
WaveLink increased from $68,000 to $427,000 as a result of increased product
development activities and a greater percentage of ownership in WaveLink by the
Company. Cardkey expenditures were $394,000 for the first quarter of 1996.
Marketing, general and administrative expenses for the three months ended
March 31, 1996 increased $5,918,000 or 160% from the comparable period in 1995.
The increase was primarily attributable to expenditures of $4,917,000 by Cardkey
in the first quarter of 1996. In addition, the Company's pro rata share of the
losses attributable to its European marketing joint venture, Alcatel Amtech
S.A., increased from $101,000 in 1995 to $449,000 in 1996. The Company will
recognize an expense of $446,000 in the quarter ended June 30, 1996 relating to
stock options granted in December 1995 to certain of the Company's outside
directors under a plan that was approved by the shareholders on April 25, 1996.
The amount of expense was determined based on the excess of the fair market
value of the Company's common stock on the date of plan approval over the
exercise price of the options which was the fair market value of the Company's
common stock on the date of grant.
As a result of the foregoing, the Company experienced an operating loss of
$1,174,000 for the three months ended March 31, 1996 as compared to an operating
loss of $769,000 for the comparable period in 1995.
Investment income increased to $2,078,000 for the three months ended March 31,
1996 from $453,000 for the comparable period in 1995. The increase is primarily
attributable to gains realized from the sale of corporate equity securities of
approximately $2,150,000 partially offset by the effect of a reduction in
invested cash and marketable securities resulting from the Company's 1995
business acquisitions.
7
<PAGE>
The income tax provision of $442,000, which approximates 55% of income before
income taxes, for the quarter ended March 31, 1996 is different from the U.S.
statutory rate of 34%, primarily due to the effect of unbenefitted foreign
losses. The income tax benefit as a percentage of the loss before taxes was 11%
for the quarter ended March 31, 1995.
As a result of the foregoing, the Company achieved net income of $353,000 for
the three months ended March 31, 1996 as compared to a net loss of $280,000 for
the comparable period in 1995.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1996 the Company's principal source of liquidity is its net
working capital position of $45,599,000, including cash and marketable
securities of $21,324,000 and accounts receivable of $27,522,000. The Company
expects to invest up to an additional $3,200,000 in 1996 for property and
equipment.
The Company believes that its existing net working capital position will be
sufficient to meet the capital requirements for the current businesses for at
least the next two years. Additional acquisitions, if any, would be financed by
the most attractive alternative which could be the utilization of cash reserves
or the issuance of debt or equity securities.
8
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The information set forth under Part I, Notes to Condensed Consolidated
Financial Statements, Note 3 is incorporated herein by reference.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its annual meeting of shareholders on April 25, 1996. At
this meeting, the shareholders elected as directors of the Company, G. Russell
Mortenson, David P. Cook, Stuart M. Evans, Gary J. Fernandes, Elmer W. Johnson,
Jeremy A. Landt, James S. Marston, Antonio R. Sanchez, Jr., and Jeffrey S.
Wetherell. The tabulation of the votes with respect to the election of
directors is as follows:
<TABLE>
<CAPTION>
Nominee Shares For Shares Withheld
- ---------------------------- ---------- ---------------
<S> <C> <C>
G. Russell Mortenson 10,692,157 381,554
David P. Cook 10,691,571 382,140
Stuart M. Evans 10,692,670 381,041
Gary J. Fernandes 10,692,821 380,890
Elmer W. Johnson 10,692,657 381,054
Jeremy A. Landt 10,692,857 380,854
James S. Marston 10,692,857 380,854
Antonio R. Sanchez, Jr. 10,692,332 381,379
Jeffrey S. Wetherell 10,690,896 382,815
</TABLE>
The shareholders approved an amendment to the Amtech Corporation 1995 Long-
Term Incentive Plan. The tabulation of the votes with respect to the approval
of the Plan Amendment is as follows:
<TABLE>
<CAPTION>
<S> <C>
For 8,385,874
Against 2,340,048
Abstain 123,951
Non-Votes 223,838
</TABLE>
The shareholders approved the adoption of the Amtech Corporation 1996
Directors' Stock Option Plan. The tabulation of the votes with respect to the
approval of the Plan is as follows:
<TABLE>
<CAPTION>
<S> <C>
For 9,489,701
Against 1,200,508
Abstain 159,700
Non-Votes 223,802
</TABLE>
The shareholders approved the adoption of the Amtech Corporation 1996
Employee Stock Purchase Plan. The tabulation of the votes with respect to the
approval of the Plan is as follows:
<TABLE>
<CAPTION>
<S> <C>
For 10,306,353
Against 603,881
Abstain 71,461
Non-Votes 92,016
</TABLE>
9
<PAGE>
The shareholders ratified the selection of Ernst & Young LLP as independent
auditors for the year ending December 31, 1996. The tabulation of the votes
with respect to the ratification is as follows:
<TABLE>
<CAPTION>
<S> <C>
For 10,830,466
Against 160,548
Abstain 82,697
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) Exhibits
The following is a list of exhibits filed as part of this Quarterly
Report on Form 10-Q.
DESCRIPTION OF EXHIBITS
-----------------------
10.1* Amended and Restated 1992 Stock Option Plan of the Company.
10.2* Amended and Restated 1995 Long-Term Incentive Plan of the
Company.
10.3 1996 Directors' Stock Option Plan of the Company. Filed under
Annex I in the Company's Proxy Statement for the Annual Meeting
of Shareholders held April 25, 1996, and incorporated herein by
reference.
10.4* 1996 Executive Management Cash Bonus Plan.
27.1* Financial Data Schedule.
(B) No reports of the registrant on Form 8-K have been filed with the
Securities and Exchange Commission during the three months ended March
31, 1996.
*Filed herewith.
10
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
AMTECH CORPORATION
(Registrant)
Date: May 10, 1996 By: /s/Steve M. York
------------------------------------------
Steve M. York
Senior Vice President, Chief Financial
Officer, and Treasurer
(Principal Financial Officer and
Duly Authorized Office)
11
<PAGE>
EXHIBIT INDEX
10.1 Amended and Restated 1992 Stock Option Plan of the Company.
10.2 Amended and Restated 1995 Long-Term Incentive Plan of the
Company.
10.3 1996 Directors' Stock Option Plan of the Company.
10.4 1996 Executive Management Cash Bonus Plan.
27.1 Financial Data Schedule.
<PAGE>
EXHIBIT 10.1
AMTECH CORPORATION
1992 STOCK OPTION PLAN
(AMENDED AND RESTATED
AS OF APRIL 1996)
1. PURPOSE
-------
The purpose of the Amtech Corporation 1992 Stock Option Plan
(hereinafter called the "Plan") is to advance the interests of Amtech
Corporation (hereinafter called the "Company") by strengthening the ability of
the Company to attract and retain personnel of high caliber through encouraging
a sense of proprietorship by means of stock ownership.
Certain options granted under this Plan are intended to qualify as
"incentive stock options" pursuant to Section 422 of the Internal Revenue Code
of 1986, as amended from time to time (the "Code"), while certain other options
granted under this Plan will constitute nonqualified options.
2. DEFINITIONS
-----------
As used in this Plan, and in any Option Agreement, as hereinafter
defined, the following terms shall have the following meanings, unless the
context otherwise requires:
(a) "Common Stock" shall mean the common stock of the Company, par
value $.01 per share, giving effect to the 3 shares for 2 shares stock split on
the record date of January 24, 1992 and the effective issuance date of February
13, 1992.
(b) "Date of Grant" shall mean the date on which a stock option is
granted pursuant to this Plan.
(c) "Disinterested Director" shall mean a director who is not, during
the one year prior to service as an administrator of this Plan, granted or
awarded an option pursuant to this Plan or any other plan of the Company or any
of its affiliates (except as provided in Section 4(b) or Section 4(c) of this
Plan and as may be permitted by Rule 16b-3 promulgated under the Exchange Act).
(d) "Effective Date" shall mean the first business day following the
date of the 1993 annual meeting of the shareholders of the Company.
(e) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
(f) "External Director" shall mean a Director that is not an employee
of the Company.
(g) "Fair Market Value" shall mean the closing sale price (or average
of the quoted closing bid and asked prices if there is no closing sale price
reported) of the Common Stock on the date specified as reported by NASDAQ/NMS or
by the principal national stock exchange on which the Common Stock is then
listed. If there is no reported price information for such date, the Fair
Market Value will be determined by the reported price information for Common
Stock on the day nearest preceding such date.
(h) "Optionee" shall mean the person to whom an option is granted
under this Plan or who has obtained the right to exercise an option in
accordance with the provisions of this Plan.
-1-
<PAGE>
(i) "Plan Adoption Date" means the later of the date on which this
Plan is adopted by the Board of Directors of the Company and by the shareholders
of the Company in accordance with Rule 16b-3.
(j) "Qualifying External Director" shall mean an External Director who
is not a person, an employee or affiliate of a person, or a designee to the
Board of Directors of a person, that is required to file a statement under
Section 13(d) or 13(g) of the Exchange Act or the rules, regulations, and
interpretations of the Securities and Exchange Commission thereunder.
(k) "Rule 16b-3" shall mean Rule 16b-3 of the rules and regulations
under the Exchange Act as it may be amended from time to time and any successor
provision to Rule 16b-3 under the Exchange Act.
(l) "Subsidiary" shall mean any now existing or hereafter organized or
acquired corporation of which more than fifty percent (50%) of the issued and
outstanding voting stock is owned or controlled directly or indirectly by the
Company or through one or more Subsidiaries of the Company and, in addition,
shall include Alcatel Amtech S.A. for so long as the Company directly or
indirectly owns more than forty percent (40%) of that company's issued and
outstanding stock and Wavelink Technologies, Inc. for so long as the Company
directly or indirectly owns or holds then exercisable rights to acquire more
than twenty percent (20%) of that company's issued and outstanding stock.
3. SHARES SUBJECT TO THIS PLAN
---------------------------
Except as otherwise provided by the provisions of Section 9 hereof,
the aggregate amount of Common Stock for which options may be granted under this
Plan shall not exceed 450,000 shares of Common Stock. Such shares may be
authorized and previously unissued shares or previously issued shares that have
been reacquired by the Company. Any shares of Common Stock subject to
unexercised portions of options granted under this Plan which shall have
terminated, been canceled, or expired may again be subject to the granting of
options under this Plan.
4. ADMINISTRATION
--------------
(a) Notwithstanding herein anything to the contrary, to the extent
necessary to comply with the requirements of Rule 16b-3, this Plan shall be
administered by the Board of Directors, if each member is a Disinterested
Director, or, at the option of the Board of Directors, a committee of two or
more Disinterested Directors appointed by the Board of Directors of the Company
(the group responsible for administering this Plan is referred to herein as the
"Committee"). Options may be granted under this Section 4(a) only by majority
agreement of the members of the Committee. Stock Option Agreements ("Option
Agreements"), in the form as approved by the Committee, and containing such
terms and conditions not inconsistent with the provisions of this Plan as shall
have been determined by the Committee, may be executed on behalf of the Company
by the President or any Vice President of the Company. The Committee shall have
complete authority to construe, interpret and administer (except with respect to
Section 4(b) and Section 4(c) of this Plan) the provisions of this Plan and the
provisions of the Option Agreements granted hereunder; to prescribe, amend and
rescind rules and regulations pertaining to this Plan; and to make all other
determinations necessary or deemed advisable in the administration of this Plan.
The determinations, interpretations and constructions made by the Committee
shall be final and conclusive.
-2-
<PAGE>
(b) Members of the Committee shall be specified by the Board of
Directors, and shall consist solely of Disinterested Directors and as such shall
not be eligible to receive options to purchase Common Stock pursuant to Section
4(a) of this Plan. Disinterested Directors may include External Directors and
Internal Directors who are employed by the Company. Disinterested Directors
shall fall within one of the following categories: (i) External Director; (ii)
Internal Director/Chief Executive Officer; (iii) Internal Director/Vice
President of Research and Development; and (iv) Internal Director/Other. The
Committee can be comprised of Disinterested Directors from any one or all of the
named categories. External Directors who are appointed to the Committee may not
receive any options under this Plan, other than pursuant to Section 4(c).
Subject to the shareholders' approval, on the date a Disinterested Director is
initially appointed as a Committee member by the Board of Directors: (1) an
Internal Director/Chief Executive Officer shall automatically be granted
nonqualified options to purchase 35,000 shares of Common Stock, an Internal
Director/Vice President of Research and Development shall automatically be
granted nonqualified options to purchase 15,000 shares of Common Stock, and an
Internal Director/Other shall automatically be granted nonqualified options to
purchase 1,000 shares of Common Stock; and (2) provided the Company has
consolidated net income for the calendar year immediately preceding and so long
as the Disinterested Director continues to serve on the Committee, on each
annual anniversary date of a Disinterested Director's initial appointment of
membership to the Committee and the corresponding initial grant of options, an
Internal Director/Chief Executive Officer shall be granted nonqualified options
to purchase 15,000 shares of Common Stock, an Internal Director/Vice President
of Research and Development shall be granted nonqualified options to purchase
10,000 shares of Common Stock, and an Internal Director/Other shall be granted
nonqualified options to purchase 1,000 shares of Common Stock. Subsequently
appointed Committee Members shall receive option grants based upon the formula
applicable to their Disinterested Director category if the duties and
responsibilities of the position delineated within the category remain
substantially the same as those for the position on the date of the adoption of
this Plan.
(c) Subject to the provisions of this Subsection, on each date that a
Qualifying External Director is re-elected to the Board of Directors, such
Qualifying External Director shall be granted nonqualified options to purchase
2,500 shares of Common Stock. All options granted pursuant to this Section 4(c)
shall vest six months from the date of grant. No option grants shall be made to
a Qualifying External Director under this Subsection in a calendar year when
such Qualifying External Director received a 2,500 share option grant under
Subsection 6(a)(4) of the Company's 1995 Long-Term Incentive Plan or under
Section 6 of the Company's 1996 Directors' Stock Option Plan. No 2,500 share
option grants shall be made under this Subsection (i) after December 21, 1998,
to a Qualifying External Director that does not own at least 10,000 shares of
the Common Stock, in the case of those directors serving on the Company's Board
of Directors on December 14, 1995, or (ii) in the case of other Qualifying
External Directors (i.e., those not described in clause (i)), after the third
----
anniversary of their appointment or election to the Company's Board of Directors
if they do not own at least 10,000 shares of the Common Stock by such third
anniversary.
(d) The purchase price or prices for Common Stock subject to an option
granted under Section 4(b) or Section 4(c) shall be 100% of the Fair Market
Value of the Common Stock on the Date of Grant. Neither Section 4(b) nor
Section 4(c) shall be amended more than once every six months, other than to
comport with changes in the Code or in the Employee Retirement Income Security
Act of 1974, as amended or the rules promulgated thereunder.
(e) Options may be granted by the Committee prior to this Plan
Adoption Date, but shall be subject to approval of this Plan by the shareholders
of the Company.
-3-
<PAGE>
5. ELIGIBILITY
-----------
Incentive stock options to purchase Common Stock may be granted under
Section 4(a) of this Plan to such employees of the Company or its Subsidiaries
(including any director who is also an employee of the Company or one of its
Subsidiaries) as shall be determined by the Committee. Nonqualified stock
options to purchase Common Stock may be granted under Section 4(a) of this Plan
to such employees or directors of the Company or its Subsidiaries as shall be
determined by the Committee. The Committee shall determine which persons are to
be granted options under Section 4(a) of this Plan, the number of options, the
number of shares subject to each option, the exercise price or prices of each
option, the vesting and exercise period of each option, whether an option may be
exercised as to less than all of the Common Stock subject thereto, and such
other terms and conditions of each option, if any, as are not inconsistent with
the provisions of this Plan. In addition, the Committee may, in its sole
discretion, provide for vesting of stock options to accelerate upon a change in
control of the Company as defined in an applicable Agreement ("Change in
Control") and enable an employee to "put" the excess of the fair market value
over the exercise price of the options to the Company in the event of a Change
in Control. In connection with the granting of incentive stock options, the
aggregate Fair Market Value (determined at the Date of Grant of an incentive
stock option) of the shares with respect to which incentive stock options are
exercisable for the first time by an Optionee during any calendar year (under
all such plans of the Optionee's employer corporation and its parent and
subsidiary corporations as defined in Section 424 of the Code) shall not exceed
$100,000 or such other amount as from time to time provided in (S)422(d) of the
Code or any successor provision.
6. EXERCISE PRICE
--------------
The purchase price or prices for Common Stock subject to an option
(the "Exercise Price") granted pursuant to Section 4(a) of this Plan shall be
determined by the Committee at the Date of Grant; provided, however, that (a)
the Exercise Price for any option shall not be less than 100% of the Fair Market
Value of the Common Stock on the Date of Grant, and (b) if the Optionee owns
more than 10 percent of the total combined voting power of all classes of stock
of the Company or its parent or any of its subsidiaries, as more fully described
in (S)422(b)(6) of the Code or any successor provision (such shareholder is
referred to herein as a "10-Percent Stockholder"), the Exercise Price for any
incentive stock option granted to such Optionee shall not be less than 110% of
the Fair Market Value of the Common Stock on the Date of Grant.
7. TERM OF STOCK OPTIONS AND LIMITATIONS ON RIGHT TO EXERCISE
----------------------------------------------------------
No incentive stock option granted pursuant to Section 4(a) of this
Plan shall be exercisable (a) more than five years after the Date of Grant with
respect to a 10-Percent Stockholder, and (b) more than ten years after the Date
of Grant with respect to all persons other than 10-Percent Stockholders. No
nonqualified stock option granted pursuant to Section 4(a) of this Plan shall be
exercisable more than ten years after the Date of Grant. Nonqualified stock
options granted to members of the Committee pursuant to Section 4(b) or to
External Directors pursuant to Section 4(c) of this Plan shall be exercisable
for ten years, except that in the event of death or termination of such member
as a director and employee of the Company, such nonqualified stock options shall
only be exercisable for one year following the date of such member's death or
termination (or if shorter, the remaining term of the option). The Company
shall not be required to issue any fractional shares upon the exercise of any
options granted under this Plan. No Optionee nor his legal representatives,
legatees or distributees, as the case may be, will be, or will be deemed to be,
a holder of any shares subject to an option unless and until said option has
been exercised
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and the purchase price of the shares in respect of which the option has been
exercised has been paid. An option shall not be exercisable except by the
Optionee or by a person who has obtained the Optionee's rights under the option
by will or under the laws of descent and distribution.
8. TERMINATION OF EMPLOYMENT
-------------------------
The Committee shall determine at the Date of Grant what conditions
shall apply to the exercise of an option granted under Section 4(a) in the event
an Optionee shall cease to be employed by the Company or a Subsidiary for any
reason. In the event of the death of an Optionee while in the employ or while
serving as a director of the Company or a Subsidiary, the option theretofore
granted to him shall be exercisable by the executor or administrator of the
Optionee's estate, or if the Optionee's estate is not in administration, by the
person or persons to whom the Optionee's right shall have passed under the
Optionee's will or under the laws of descent and distribution, within the year
next succeeding the date of death or such other period as may be specified in
the Option Agreement, but in no case later than the expiration date of such
option, and then only to the extent that the Optionee was entitled to exercise
such option at the date of his death. Neither this Plan nor any option granted
hereunder is intended to confer upon any Optionee any rights with respect to
continuance of employment or other utilization of his services by the Company or
by a Subsidiary, nor to interfere in any way with his right or that of his
employer to terminate his employment or other services at any time (subject to
the terms of any applicable contract).
9. DILUTION OR OTHER ADJUSTMENTS
-----------------------------
In the event that there is any change in the Common Stock subject to
this Plan or subject to options granted hereunder as the result of any stock
dividend on, dividend of or stock split or stock combination of, or any like
change in, stock of the same class or in the event of any change in the capital
structure of the Company, the Board of Directors or the Committee shall make
such adjustments with respect to options, or any provisions of this Plan, as it
deems appropriate to prevent dilution or enlargement of option rights.
10. EXPIRATION AND TERMINATION OF THIS PLAN
---------------------------------------
Options may be granted at any time under Section 4(a) of this Plan and
as specified under Section 4(b) and Section 4(c) of this Plan prior to ten years
from this Plan Adoption Date, as long as the total number of shares which may be
issued pursuant to options granted under this Plan does not (except as provided
in Section 9 above) exceed the limitations of Section 3 above. This Plan may be
abandoned, suspended or terminated at any time by the Board of Directors of the
Company except with respect to any options then outstanding under this Plan.
11. RESTRICTIONS ON ISSUANCE OF SHARES
----------------------------------
(a) The Company shall not be obligated to sell or issue any shares
upon the exercise of any option granted under this Plan unless:
(i) the shares with respect to which such option is being exercised
have been registered under applicable federal securities laws or are exempt
from such registration;
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(ii) the prior approval of such sale or issuance has been obtained
from any state regulatory body having jurisdiction; and
(iii) in the event the Common Stock has been listed on any exchange,
the shares with respect to which such option is being exercised have been
duly listed on such exchange in accordance with the procedure specified
therefor.
The Company shall be under no obligation to effect or obtain any listing,
registration, qualification, consent or approval with respect to shares issuable
on any option.
If the shares to be issued upon the exercise of any option granted under
this Plan are intended to be issued by the Company in reliance upon the
exemptions from the registration requirements of applicable federal securities
laws, the Optionee, if so requested by the Company, shall furnish to the Company
such evidence and representations, including an opinion of counsel, satisfactory
to it, as the Company may reasonably request.
The Company shall not be liable for damages due to a delay in the delivery
or issuance of any stock certificates for any reason whatsoever, including, but
not limited to, a delay caused by listing, registration or qualification of the
shares of Common Stock subject to an option upon any securities exchange or
under any federal or state law or the effecting or obtaining of any consent or
approval of any governmental body with respect to the granting or exercise of
the option or the issue or purchase of shares under the option.
(b) No option granted pursuant to this Plan shall be transferable by the
Optionee other than by will or the laws of descent and distribution or pursuant
to a "qualified domestic relations order" as defined in the Code.
(c) Any Common Stock issued pursuant to the exercise of an option granted
pursuant to this Plan shall not be transferred until at least 6 months have
elapsed from the later of (i) the date of grant of such option or (ii) this Plan
Adoption Date to the date of disposition of the Common Stock underlying such
option.
(d) The Board of Directors or Committee may impose such other restrictions
on the ownership and transfer of shares issued pursuant to this Plan as it deems
desirable; any such restrictions shall be set forth in any Option Agreement
entered into hereunder.
12. PROCEEDS
--------
The proceeds to be received by the Company upon exercise of any option
granted under this Plan may be used for any proper purposes.
13. AMENDMENT OF THIS PLAN
----------------------
Except as provided in Section 4(b) and Section 4(c) of this Plan, the Board
of Directors may amend this Plan from time to time in such respects as it may
deem advisable in its sole discretion or in order that the options granted
hereunder shall conform to any change in applicable laws, including tax laws, or
in regulations or rulings of administrative agencies or in order that options
granted or stock acquired upon exercise of such options may qualify for
simplified registration under applicable securities
-6-
<PAGE>
or other laws; provided, however, that, to the extent required by Rule 16b-3 and
the Securities and Exchange Commission interpretations and releases thereunder,
no amendment may be made without the consent of shareholders which would
materially (a) increase the benefits accruing to participants under this Plan,
(b) increase the number of securities which may be issued under this Plan, other
than in accordance with Section 9 hereof, or (c) modify the requirements as to
eligibility for participation in this Plan.
14. PAYMENT UPON EXERCISE
---------------------
Upon the exercise of any option granted under this Plan, the Company may
make financing available to the Optionee for the purchase of the Common Stock
that may be acquired pursuant to the exercise of such option on such terms as
the Committee shall specify. An Optionee may pay the Exercise Price of the
shares of Common Stock as to which an option is being exercised by the delivery
of cash, a certified cashier's check or, at the Company's option, by the
delivery of shares of Common Stock having a Fair Market Value on the date
immediately preceding the exercise date equal to the exercise price.
If the shares to be purchased are covered by an effective registration
statement under the Securities Act of 1933, as amended, any option granted under
this Plan may be exercised by a broker-dealer acting on behalf of an Optionee if
(a) the broker-dealer has received from the Optionee instructions signed by the
Optionee requesting the Company to deliver the shares of Common Stock subject to
such option to the broker-dealer on behalf of the Optionee and specifying the
account into which such shares should be deposited, (b) adequate provision has
been made with respect to the payment of any withholding taxes due upon such
exercise, and (c) the broker-dealer and the Optionee have otherwise complied
with Section 220.3(e)(4) of Regulation T, 12 CFR Part 220, or any successor
provision.
15. SHAREHOLDERS' APPROVAL
----------------------
This Plan is subject to approval by the shareholders of the Company and
will be submitted for approval to the shareholders of the Company.
16. LIABILITY OF THE COMPANY
------------------------
Neither the Company, its directors, officers or employees, nor any
Subsidiary which is in existence or hereafter comes into existence, shall be
liable to any Optionee or other person if it is determined for any reason by the
Internal Revenue Service or any court having jurisdiction that any incentive
stock option granted hereunder does not qualify for tax treatment as an
incentive stock option under Section 422 of the Code.
AMENDED AND RESTATED as of April 25, 1996.
AMTECH CORPORATION
By: /s/ Ronald A. Woessner
------------------------------
Its: Vice President
----------------------------------
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EXHIBIT 10.2
AMTECH CORPORATION
1995 LONG-TERM INCENTIVE PLAN
(AMENDED AND RESTATED AS OF APRIL 1996)
Section 1. PURPOSE
-------
The purpose of the Amtech Corporation 1995 Long-Term Incentive Plan
(hereinafter called the "Plan") is to advance the interests of Amtech
Corporation (hereinafter called the "Company") by strengthening the ability of
the Company to attract, on its behalf and on behalf of its Subsidiaries (as
hereinafter defined), and retain personnel of high caliber through encouraging a
sense of proprietorship by means of stock ownership.
Section 2. DEFINITIONS
-----------
"Award" shall mean a grant or award under Section 6 through 9, inclusive, of the
Plan, as evidenced in a written document delivered to a Participant as provided
in Section 10(b).
"Board of Directors" shall mean the Board of Directors of the Company.
"Code" shall mean the Internal Revenue Code of 1986, as amended from time to
time.
"Committee" shall mean a committee of the Board of Directors comprised of at
least two directors. Members of the Committee shall be selected by the Board of
Directors. To the extent necessary to comply with the requirements of Rule 16b-
3, the Committee shall consist of two or more Disinterested Directors. Also,
if the requirements of (S)162(m) of the Code are intended to be met, the
Committee shall consist of two or more "outside directors" within the meaning of
(S)162(m) of the Code.
"Common Stock" shall mean the Common Stock of the Company, par value $.01 per
share.
"Date of Grant" shall mean the date on which an Award is made pursuant to this
Plan.
"Designated Beneficiary" shall mean the beneficiary designated by the
Participant, in a manner determined by the Committee, to receive amounts due the
Participant in the event of the Participant's death. In the absence of an
effective designation by the Participant, Designated Beneficiary shall mean the
Participant's estate.
"Disinterested Director" shall mean a director who is not, during the one year
prior to service as an administrator of the Plan, granted or awarded an option
pursuant to the Plan or any other plan of the Company or any of its affiliates
(except for grants or awards pursuant to Section 6(a) of the Plan or as may be
permitted by Rule 16b-3 promulgated under the Exchange Act). Disinterested
Directors shall fall within one of the following categories: (i) External
Director; (ii) Internal Director/Chief Executive Officer; (iii) Internal
Director/Vice President of Research and Development; and (iv) Internal
Director/Other.
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<PAGE>
"Effective Date" shall mean the first business day following the date of the
1995 annual meeting of the shareholders of the Company.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
"External Director" shall mean a Director of the Company that is not an Internal
Director.
"Fair Market Value" shall mean the closing sale price (or average of the quoted
closing bid and asked prices if there is no closing sale price reported) of the
Common Stock on the date specified as reported by the Nasdaq National Market,
or by the principal national stock exchange on which the Common Stock is then
listed. If there is no reported price information for such date, the Fair
Market Value will be determined by the reported price information for Common
Stock on the day nearest preceding such date.
"Incentive Stock Option" shall mean a stock option granted under Section 6 that
is intended to meet the requirements of Section 422 of the Code (or any
successor provision).
"Internal Director" shall mean a Director of the Company who is an employee of
the Company or a Subsidiary.
"Nonqualified Stock Option" shall mean a stock option granted under Section 6
that is not intended to be an Incentive Stock Option.
"Option" shall mean an Incentive Stock Option or a Nonqualified Stock Option.
"Optionee" shall mean the person to whom an option is granted under the Plan or
who has obtained the right to exercise an option in accordance with the
provisions of the Plan.
"Participant" shall mean an individual who is selected by the Committee to
receive an Award under the Plan.
"Payment Value" shall mean the dollar amount assigned to a Performance Share
which shall be equal to the Fair Market Value of the Common Stock on the day of
the Committee's determination under Section 7(c) with respect to the applicable
Performance Cycle.
"Performance Cycle" or "Cycle" shall mean the period of years selected by the
Committee during which the performance is measured for the purpose of
determining the extent to which an award of Performance Shares has been earned.
"Performance Goals" shall mean the objectives established by the Committee for a
Performance Cycle, for the purpose of determining the extent to which
Performance Shares that have been contingently awarded for such Cycle are
earned.
"Performance Share" shall mean an award granted pursuant to Section 7 of the
Plan expressed as a share of Common Stock.
"Plan Adoption Date" means the later of the date on which the Plan is adopted by
the Board of Directors of the Company and by the shareholders of the Company in
accordance with Rule 16b-3.
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<PAGE>
"Qualifying External Director" shall mean an External Director who is not a
person, an employee or affiliate of a person, or a designee to the Board of
Directors of a person, that is required to file a statement under Section 13(d)
or 13(g) of the Exchange Act or the rules, regulations, and interpretations of
the Securities and Exchange Commission thereunder with respect to ownership of
the Common Stock.
"Restricted Period" shall mean the period of years selected by the Committee
during which a grant of Restricted Stock or Restricted Stock Units may be
forfeited to the Company.
"Restricted Stock" shall mean shares of Common Stock contingently granted to a
Participant under Section 8 of the Plan.
"Rule 16b-3" shall mean Rule 16b-3 of the rules and regulations under the
Exchange Act as it may be amended from time-to-time and any successor provision
to Rule 16b-3 under the Exchange Act.
"Stock Unit Award" shall mean an award of Common Stock or units granted under
Section 9.
"Subsidiary" shall mean any now existing or hereafter organized or acquired
corporation or other entity of which more than fifty percent (50%) of the
issued and outstanding voting stock or other economic interest is owned or
controlled directly or indirectly by the Company or through one or more
Subsidiaries of the Company and, in addition, shall include Alcatel Amtech S.A.
for so long as the Company directly or indirectly owns more than forty percent
(40%) of that company's issued and outstanding stock and WaveLink Technologies,
Inc. for so long as the Company directly or indirectly owns or holds then
exercisable rights to acquire more than twenty percent (20%) of that company's
issued and outstanding stock.
Section 3. ADMINISTRATION
--------------
The Plan shall be administered by the Committee. The Committee shall have sole
and complete authority to adopt, alter and repeal such administrative rules,
guidelines and practices governing the operation of the Plan as it shall from
time to time deem advisable, and to construe, interpret, and administer the
terms and provisions of the Plan and the agreements thereunder. The
determinations and interpretations made by the Committee are final and
conclusive.
Section 4. ELIGIBILITY
-----------
All employees and non-employee consultants and advisors (other than members of
the Committee), in each case, who, in the opinion of the Committee, in each
case, have the capacity for contributing in a substantial measure to the
successful performance of the Company are eligible to receive Awards under the
Plan. In addition, External Directors are eligible to receive Awards of Options
pursuant to Section 6(a)(4).
Section 5. MAXIMUM AMOUNT AVAILABLE FOR AWARDS
-----------------------------------
(a) The maximum number of shares of Common Stock in respect of which
Awards may be made under the Plan shall be a total of 1,000,000 shares of Common
Stock. Of that amount, the maximum number of shares of Common Stock in respect
of which Options may be granted under the Plan shall be 1,000,000 shares. In
addition, no Participant may be granted Options for more than 400,000 shares of
Common Stock in the aggregate during the term of the Plan. Shares of Common
Stock may be made
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<PAGE>
available from the authorized but unissued shares of the Company or from shares
reacquired by the Company, including shares purchased in the open market. In
the event that (i) an Option is terminated unexercised as to any shares of
Common Stock covered thereby, or (ii) any Award in respect of shares is
cancelled or forfeited for any reason under the Plan without the delivery of
shares of Common Stock, such shares shall thereafter be again available for
award pursuant to the Plan.
(b) In the event that the Committee shall determine that any stock
dividend, recapitalization, reorganization, merger, consolidation, split-up,
spin-off, combination, exchange of shares, warrants or rights offering to
purchase Common Stock at a price substantially below fair market value, or other
similar corporate event affects the Common Stock such that an adjustment is
required in order to preserve the benefits or potential benefits intended to be
made available under the Plan, then the Committee shall adjust appropriately any
or all of (1) the number and kind of shares which thereafter may be awarded or
optioned and sold under the Plan, (2) the number and kind of shares subject of
Awards, and (3) the grant, exercise or conversion price with respect to any of
the foregoing and/or, if deemed appropriate, make provision for cash payment to
a Participant or a person who has an outstanding Award; provided, however, that
-------- -------
the number of shares subject to any Option or other Award shall always be a
whole number.
Section 6. STOCK OPTIONS
-------------
(a) Grant; Eligibility
(1) Subject to the provisions of the Plan, the Committee shall have
sole and complete authority to determine the Employees to whom Options
shall be granted, the number of shares to be covered by each Option, the
option price therefor and the conditions and limitations applicable to the
exercise of the Option.
(2) The Committee shall have the authority to grant Incentive Stock
Options, or to grant Nonqualified Stock Options, or to grant both types of
options. In the case of Incentive Stock Options, the terms and conditions
of such grants shall be subject to and comply with the Code and relevant
regulations. Incentive Stock Options to purchase Common Stock may be
granted to such employees of the Company or its Subsidiaries (including
any director who is also an employee of the Company or one of its
Subsidiaries) as shall be determined by the Committee. Nonqualified Stock
Options to purchase Common Stock may be granted to such Participants as
shall be determined by the Committee. Neither the Company nor any of its
Subsidiaries or any of their respective directors, officers or employees,
shall be liable to any Optionee or other person if it is determined for any
reason by the Internal Revenue Service or any court having jurisdiction
that any Incentive Stock Option granted hereunder does not qualify for tax
treatment as an Incentive Stock Option under the then applicable provisions
of the Code.
(3) On the date an Internal Director is first appointed, or
reappointed, as a Committee member by the Board of Directors: (1) an
Internal Director/Chief Executive Officer shall automatically be granted
nonqualified options to purchase 18,750 shares of Common Stock, an Internal
Director/Vice President of Research and Development shall automatically be
granted nonqualified options to purchase 12,500 shares of Common Stock, and
an Internal Director/Other shall automatically be granted nonqualified
options to purchase 1,250 shares of Common Stock; provided that, such
-------- ----
automatic option grants shall only be made if the Company has consolidated
net income for the calendar year immediately preceding the date of the
appointment. Subsequently appointed Internal Director Committee Members, if
any, shall receive option grants based upon
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the formula applicable to their Disinterested Director category if the
duties and responsibilities of their category of position remain
substantially the same as those for that position on the date of the
adoption of this Plan. All options granted pursuant to this Subsection
6(a)(3) shall be fully vested at the date of grant. No option grants shall
be made to an Internal Director under this Subsection in a calendar year
when such Internal Director received an option grant under Section 4(b) of
the Company's 1992 Stock Option Plan.
(4) Subject to the provisions of this Subsection, on each date that a
Qualifying External Director is re-elected to the Board of Directors, such
Qualifying External Director shall be granted nonqualified options to
purchase 2,500 shares of Common Stock. All options granted pursuant to
this Subsection 6(a)(4) shall vest six months from the date of grant. No
option grants shall be made to a Qualifying External Director under this
Subsection in a calendar year when such Qualifying External Director
received a 2,500 share option grant under Section 4(c) of the Company's
1992 Stock Option Plan or under Section 6 of the Company's 1996 Directors'
Stock Option Plan. No 2,500 share option grants shall be made under this
Subsection (i) after December 21, 1998, to a Qualifying External Director
that does not own at least 10,000 shares of the Common Stock, in the case
of those directors serving on the Company's Board of Directors on December
14, 1995, or (ii) in the case of other Qualifying External Directors (i.e.,
----
those not described in clause (i)), after the third anniversary of their
appointment or election to the Company's Board of Directors if they do not
own at least 10,000 shares of the Common Stock by such third anniversary.
(5) To the extent necessary to comply with Rule 16b-3, Subsections
6(a)(3) and 6(a)(4) shall not be amended more than once every six months,
other than to comport with changes in the Code or in the Employee
Retirement Income Security Act of 1974, as amended, or the rules
promulgated thereunder.
(b) The Committee shall, in its discretion, establish the exercise price at
the time each Option is granted, which in the case of Nonqualified Stock
Options shall not be less than 100% of the Fair Market Value of the Common
Stock on the Date of Grant, or in the case of grants of Incentive Stock
Options, shall not be less than 100% of the Fair Market Value of the Common
Stock on the Date of Grant or such greater amount as may be prescribed by
the Code.
(c) Exercise
(1) Each Option shall be exercisable at such times and subject to such
terms and conditions as the Committee may, in its sole discretion, specify
in the applicable grant or thereafter; provided, however, that in no event
may any Option granted hereunder be exercisable after the expiration of ten
years from the date of grant. The Committee may impose such conditions
with respect to the exercise of Options, including without limitation, any
relating to the application of federal or state securities laws, as it may
deem necessary or advisable.
(2) No shares shall be delivered pursuant to any exercise of an Option
until payment in full of the option price therefore is received by the
Company. Such payment may be made in cash, or its equivalent, or, if and
to the extent permitted by the Committee, by exchanging shares of Common
Stock owned by the Optionee (which are not the subject of any pledge or
other security interest), or by a combination of the foregoing, provided
that the combined value of all
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<PAGE>
cash and cash equivalents and the Fair Market Value of any such Common
Stock so tendered to the Company, valued as of the date of such tender, is
at least equal to such option price.
If the shares to be purchased are covered by an effective registration
statement under the Securities Act of 1933, as amended, any Option may be
exercised by a broker-dealer acting on behalf of an Optionee if (a) the
broker-dealer has received from the Optionee instructions signed by the
Optionee requesting the Company to deliver the shares of Common Stock
subject to such option to the broker-dealer on behalf of the Optionee and
specifying the account into which such shares should be deposited, (b)
adequate provision has been made with respect to the payment of any
withholding taxes due upon such exercise, and (c) the broker-dealer and the
Optionee have otherwise complied with Section 220.3(e)(4) of Regulation T,
12 CFR Part 220, or any successor provision.
(3) The Company, in its sole discretion, may lend money to an
Optionee, guarantee a loan to an Optionee or otherwise assist an Optionee
to obtain the cash necessary to exercise all or any portion of an Option
granted under the Plan.
(4) The Company shall not be required to issue any fractional shares
upon the exercise of any Options granted under this Plan. No Optionee nor
an Optionee's legal representatives, legatees or distributees, as the case
may be, will be, or will be deemed to be, a holder of any shares subject to
an option unless and until said option has been exercised and the purchase
price of the shares in respect of which the option has been exercised has
been paid. Unless otherwise provided in the agreement applicable thereto,
an Option shall not be exercisable except by the Optionee or by a person
who has obtained the Optionee's rights under the Option by will or under
the laws of descent and distribution or pursuant to a "qualified domestic
relations order" as defined in the Code.
(5) Any Common Stock issued to a person subject to the provisions of
Section 16(b) of the Exchange Act, as interpreted by the rules,
regulations, and interpretations of the Securities and Exchange Commission
thereunder, pursuant to the exercise of an Option granted under this Plan
and intended to comply with the requirements of Rule 16b-3 shall not be
transferred until at least 6 months have elapsed from the later of (i) the
date of grant of such Option or (ii) the Plan Adoption Date to the date of
disposition of the Common Stock underlying such option.
(d) No Incentive Stock Options granted pursuant to this Section 6 shall be
exercisable (a) more than five years (or such other period of time as from time-
to-time provided in the-then applicable provisions of the Code governing
Incentive Stock Options) after the Date of Grant with respect to an Optionee who
owns 10-Percent or more of the outstanding Common Stock (within the meaning of
the Code), and (b) more than ten years after the Date of Grant with respect to
all other Optionees. No Nonqualified Stock Options shall be exercisable more
than ten years after the Date of Grant.
Section 7. PERFORMANCE SHARES
------------------
(a) The Committee shall have sole and complete authority to determine the
Employees who shall receive Performance Shares, the number of such shares for
each Performance Cycle, the Performance Goals on which each Award shall be
contingent, the duration of each Performance Cycle, and the value of each
Performance Share. There may be more than one Performance Cycle in existence at
any one time, and the duration of Performance Cycles may differ from each other.
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(b) The Committee shall establish Performance Goals for each Cycle on the
basis of such criteria and to accomplish such objectives as the Committee may
from time-to-time select. During any Cycle, the Committee may adjust the
Performance Goals for such Cycle as it deems equitable in recognition of unusual
or non-recurring events affecting the Company, changes in applicable tax laws or
accounting principles, or such other factors as the Committee may determine.
(c) As soon as practicable after the end of a Performance Cycle, the
Committee shall determine the number of Performance Shares that have been earned
on the basis of performance in relation to the established Performance Goals.
Payment Values of earned Performance Shares shall be distributed to the
Participant or, if the Participant has died, to the Participant's Designated
Beneficiary, as soon as practicable after the expiration of the Performance
Cycle and the Committee's determination above. The Committee shall determine
whether Payment Values are to be distributed in the form of cash or shares of
Common Stock.
(d) In the sole and complete discretion of the Committee, an Award granted
under this Section 7 may provide the Participant with dividends or dividend
equivalents (payable on a current or deferred basis) and cash payments in lieu
of or in addition to an Award.
Section 8. RESTRICTED STOCK
----------------
(a) Subject to the provisions of the Plan, the Committee shall have sole
and complete authority to determine the Employees to whom shares of Restricted
Stock shall be granted, the number of shares of Restricted Stock to be granted
to each Participant, the duration of the Restricted Period during which, and the
conditions under which, the Restricted Stock may be forfeited to the Company,
and the other terms and conditions of such awards. The Restricted Period may be
shortened, lengthened or waived by the Committee at any time in its discretion
with respect to one or more Participants or Awards outstanding, subject to the
provisions of any applicable agreement.
(b) Shares of Restricted Stock may not be sold, assigned, transferred,
pledged or otherwise encumbered, except as herein provided, during the
Restricted Period. Certificates issued in respect of shares of Restricted Stock
shall be registered in the name of the Participant and deposited by such
Participant, together with a stock power endorsed in blank, with the Company.
At the expiration of the Restricted Period, the Company shall deliver such
certificates to the Participant or the Participant's legal representative,
except to the extent such Restricted Stock have been forfeited to the Company
under the terms and conditions of the Award. Payment, if any, for Restricted
Stock Units shall be made to the Company in cash or shares of Common Stock, as
determined at the sole discretion of the Committee.
(c) In the sole and complete discretion of the Committee, an Award granted
under this Section 8 may provide the Participant with dividends or dividend
equivalents (payable on a current or deferred basis) and cash payments in lieu
of or in addition to an Award.
Section 9. OTHER STOCK BASED AWARDS
------------------------
(a) In addition to granting Options, Performance Shares, and Restricted
Stock, the Committee shall have sole and complete authority to grant to
Participants Stock Unit Awards that can be in the form of Common Stock or units
(including restricted stock units), the value of which is based, in whole or in
part, on the value of Common Stock. Subject to the provisions of the Plan,
including Section 10(b) below, Stock Unit Awards shall be subject to such terms,
restrictions, conditions, vesting requirements
-7-
<PAGE>
and payment rules (all of which are sometimes hereinafter collectively referred
to as "rules") as the Committee may determine in its sole and complete
discretion at the time of grant. The rules need not be identical for each Stock
Unit Award.
(b) A Stock Unit Award may be granted subject to the following rules:
(1) Any shares of Common Stock that are part of a Stock Unit Award
may not be assigned, sold, transferred, pledged or otherwise encumbered
prior to the date on which the shares are issued or, if later, the date
provided by the Committee at the time of grant of the Stock Unit Award.
(2) Stock Unit Awards may provide for the payment of cash
consideration by the person to whom such Award is granted or provide that
the Award, and any Common Stock to be issued in connection therewith, if
applicable, shall be delivered without the payment of cash consideration,
provided that for any Common Stock to be purchased in connection with a
Stock Unit Award the purchase price shall be at least 50% of the Fair
Market Value of such Common Stock on the date such Award is granted.
(3) Stock Unit Awards may relate in whole or in part to certain
performance criteria established by the Committee at the time of grant.
(4) Stock Unit Awards may provide for deferred payment schedules
and/or vesting over a specified period of employment.
(5) In such circumstances as the Committee may deem advisable, the
Committee may waive or otherwise remove, in whole or in part, any
restriction or limitation to which a Stock Unit Award was made subject at
the time of grant.
(c) In the sole and complete discretion of the Committee, an Award
pursuant to this Section 9 may provide the Participant with dividends or
dividend equivalents (payable on a current or deferred basis) and cash payments
in lieu of or in addition to an Award.
Section 10. GENERAL PROVISIONS
------------------
(a) The Company and its Subsidiaries shall have the right to deduct from
all amounts paid to a Participant in cash (whether under the Plan or otherwise)
any taxes required by law to be withheld in respect of Awards under the Plan.
In the case of payments of Awards in the form of Common Stock, the Employer may
require the Participant to pay to the Employer the amount of any taxes required
to be withheld with respect to such Common Stock. However, if permitted by the
Committee or under the terms of the applicable agreement, the Participant may
pay all or any portion of the taxes required to be withheld by the Employer or
paid by the Participant with respect to such Common Stock by electing to have
the Employer withhold shares of Common Stock, or by delivering previously owned
shares of Common Stock, having a Fair Market Value equal to the amount required
to be withheld or paid. The Participant must make the foregoing election on or
before the date that the amount of tax to be withheld is determined ("Tax
Date"). Any such election is irrevocable and subject to disapproval by the
Committee. If the Participant is subject to the short-swing profits recapture
provisions of Section 16(b) of the Exchange Act, then the applicable agreement
shall not provide the Participant an election, or, if it does, any such election
shall be subject to the restrictions imposed by Rule 16b-3.
-8-
<PAGE>
(b) Each Award hereunder shall be evidenced in writing, delivered to the
Participant, and shall specify the terms and conditions thereof and any rules
applicable thereto, including but not limited to the effect on such Award of the
death, retirement, disability or other termination of employment of the
Participant and the effect thereon, if any, of a change in control of the
Company.
(c) Unless otherwise provided in the agreement applicable thereto, no Award
shall be assignable or transferable except by will or under the laws of descent
and distribution or pursuant to a "qualified domestic relations order" as
defined in the Code, and no right or interest of any Participant shall be
subject to any lien, obligation or liability of the Participant.
(d) No person shall have any claim or right to be granted an Award.
Further, the Company and its Subsidiaries expressly reserve the right at any
time to dismiss a Participant free from any liability, or any claim under the
Plan, except as provided herein or in any agreement entered into with respect
to an Award. Neither the Plan nor any Award granted hereunder is intended to
confer upon any Participant any rights with respect to continuance of employment
or other utilization of his or her services by the Company or by a Subsidiary,
nor to interfere in any way with his or her right or that of his or her employer
to terminate his or her employment or other services at any time (subject to the
terms of any applicable contract). The conditions to apply to the exercise of
an Award in the event an Participant ceases to be employed by the Company or a
Subsidiary for any reason shall be determined by the Committee, and such
conditions shall be specified in the written agreement evidencing the award.
(e) Subject to the provisions of the applicable Award, no Participant or
Designated Beneficiary shall have any rights as a stockholder with respect to
any shares of Common Stock to be distributed under the Plan until he or she has
become the holder thereof. Notwithstanding the foregoing, in connection with
each grant of Restricted Stock or Stock Unit Award hereunder, the applicable
Award shall specify if and to what extent the Participant shall not be entitled
to the rights of a stockholder in respect of such Restricted Stock or Stock Unit
Award.
(f) The validity, construction, interpretation, administration and effect
of the Plan and of its rules and regulations, and rights relating to the Plan,
shall be determined solely in accordance with the laws of the State of Texas
(without giving effect to its conflicts of laws rules) and, to the extent
applicable, federal law.
(g) Subject to the approval of the stockholders of the Company, the Plan
shall be effective on April 21, 1995. No options or Awards may be granted
under the Plan after April 20, 2005; however, all previous Awards made that have
not expired under their original terms or will not then expire at the time the
Plan expires will remain outstanding.
(h) Restrictions on Issuance of Shares
----------------------------------
(1) The Company shall not be obligated to sell or issue any Shares
upon the exercise or maturation of any Award granted under the Plan unless:
(i) the shares pertaining to such Award have been registered under
applicable federal and state securities laws or are exempt from such
registration; (ii) the prior approval of such sale or issuance has been
obtained from any state regulatory body having jurisdiction; and (iii) in
the event the Common Stock has been listed on any exchange, the shares
pertaining to such Award have been duly listed on such exchange in
accordance with the procedure specified therefor. The Company shall be
under no obligation to effect or obtain any listing, registration,
qualification, consent or approval with respect to shares
-9-
<PAGE>
pertaining to any Award granted under the Plan. If the shares to be issued
upon the exercise or maturation of any Award granted under the Plan are
intended to be issued by the Company in reliance upon the exemptions from
the registration requirements of applicable federal and state securities
laws, the recipient of the Award, if so requested by the Company, shall
furnish to the Company such evidence and representations, including an
opinion of counsel, satisfactory to it, as the Company may reasonably
request.
(2) The Company shall not be liable for damages due to a delay in the
delivery or issuance of any stock certificates for any reason whatsoever,
including, but not limited to, a delay caused by listing, registration or
qualification of the shares of Common Stock pertaining to any Award granted
under the Plan upon any securities exchange or under any federal or state
law or the effecting or obtaining of any consent or approval of any
governmental body.
(i) The Board of Directors or Committee may impose such other restrictions
on the ownership and transfer of shares issued pursuant to this Plan as it deems
desirable; any such restrictions shall be set forth in any agreement referenced
in Section 10(b).
(j) Except as provided in Section 6(a)(5) of the Plan, the Board of
Directors may amend, abandon, suspend or terminate the Plan or any portion
thereof at any time in such respects as it may deem advisable in its sole
discretion, provided that no amendment shall be made without stockholder
approval if such stockholder approval is necessary to comply with any tax or
regulatory requirement, including for these purposes any approval requirement
that is a prerequisite for exemptive relief under Section 16(b) of the Act.
(k) In order to preserve a Participant's rights under an Award in the
event of a change in control of the Company, the Committee in its discretion
may, at the time an Award is made or any time thereafter, take one or more of
the following actions: (i) provide for the acceleration of any time period
relating to the exercise of the Award, (ii) provide for the purchase of the
Award upon the Participant's request for an amount of cash or other property
that could have been received upon the exercise or realization of the Award had
the Award been currently exercisable or payable, (iii) adjust the terms of the
Award in a manner determined by the Committee to reflect the change in control,
(iv) cause the Award to be assumed, or new rights substituted therefor, by
another entity, or (v) make such other provision as the Committee may consider
equitable and in the best interests of the Company.
AMENDED AND RESTATED as of April 25, 1996.
AMTECH CORPORATION
By: /s/ Ronald A. Woessner
--------------------------------------
Its: Vice President
-------------------------------------
-10-
<PAGE>
EXHIBIT 10.4
AMTECH CORPORATION
1996 EXECUTIVE MANAGEMENT
CASH BONUS PLAN
<PAGE>
AMTECH CORPORATION 1996 EXECUTIVE MANAGEMENT CASH BONUS PLAN
The participants in this Plan are 23 members of the senior management of
Amtech Corporation and its subsidiaries that have been selected by the Company's
Board of Directors for participation.
The philosophy of the Plan is to:
(1) reward on a successful efforts basis, creating the utmost incentive to
------------------
management to enhance shareholder value by creating increased profits;
----------
(2) maintain a lean management structure, while rewarding those who
successfully discharge major responsibilities;
(3) focus a significant portion of all individual bonus opportunities to
the common goal of meeting or exceeding the 1996 planned pre-tax
operating income, whereby the senior management team is "rewarded" or
"goes without" as a team;
----
(4) provide for individual bonus opportunities to reward individual
performance where appropriate;
(5) make time be of the essence by requiring an increasing amount of bonus
opportunity be forfeited for each quarter the year-to-date planned
pre-tax operating income is not achieved; and finally
(6) hold back a percentage of each quarterly bonus even though year-to-
date quarterly pre-tax operating income targets are met, whereby
material bonuses are not paid in the event the annual planned pre-tax
------
operating income is not achieved.
Mechanics of Plan
- -----------------
The participants in the Plan and the extent of their bonus opportunity
(which varies from 10-30% of base salary) shall be established by the Board of
Directors. A description of how the bonus opportunity may actually be realized
is set forth below.
For most participants in the Plan, 55% of the Participant's bonus
opportunity is tied to the Company achieving its 1996 pre-tax operating income
goals, as approved by the Company's Board of Directors. The remaining
percentage is discretionary based upon individual performance as determined by
the Company's President/Chief Executive Officer and other applicable members of
senior management.
<PAGE>
The bonus opportunity that is tied to the Company meeting its 1996 pre-tax
operating income goals is administered as set forth below:
(1) The Bonus opportunity is allocated evenly over four quarters
("Quarterly Bonus Pool").
(2) The quarterly distribution, if any, is based upon whether the
Company has achieved the year-to-date planned pre-tax operating income
------------
goals.
(3) Quarterly distributions earned, if any, will be paid at the end of
the month following the applicable quarter.
(4) The Quarterly calculations, cash payments, amount of bonus
opportunities deferred to next quarter, and amount of bonus opportunity
forfeited are as set forth below:
<TABLE>
<CAPTION>
Quarter Goal Met Goal Not Met
- ---------- ------------------------------ -------------------------------
<S> <C> <C>
First 50% of 1st Quarter Quarterly 25% of 1st Quarter Quarterly
Bonus Pool is paid to employee Bonus Pool is forfeited and
and remaining 50% is deferred remaining 75% is deferred
and added to 2nd Quarter and added to 2nd Quarter
Quarterly Bonus Pool Quarterly Bonus Pool
creating a 2nd Quarter YTD creating a 2nd Quarter YTD
Bonus Pool. Bonus Pool.
Second 70% of 2nd Quarter YTD Bonus 35% of 2nd Quarter YTD Bonus
Pool is paid to employee and Pool is forfeited and remaining
remaining 30% is deferred 65% is deferred and added to
and added to 3rd Quarter 3rd Quarter Quarterly Bonus
Quarterly Bonus Pool Pool creating a 3rd Quarter
creating a 3rd Quarter YTD YTD Bonus Pool.
Bonus Pool.
Third 80% of 3rd Quarter YTD Bonus 40% of 3rd Quarter YTD Bonus
Pool is paid to employee and Pool is forfeited and remaining
remaining 20% is deferred 60% is deferred and added to
and added to 4th Quarter 4th Quarter Quarterly Bonus
Quarterly Bonus Pool Pool creating a 4th Quarter
creating a 4th Quarter YTD YTD Bonus Pool.
Bonus Pool.
Fourth 100% of 4th Quarter YTD Bonus 100% of 4th Quarter YTD Bonus
Pool is paid to employee. Pool is forfeited.
</TABLE>
<PAGE>
Furthermore, in the case of certain Plan participants selected by the Board
of Directors, if the Company does not achieve its 1996 pre-tax operating income
goals but achieves a specified percentage (as determined by the Board of
Directors) of such goals, then a percentage (as determined by the Board of
Directors) of the bonus amount that would have been payable under the Plan if
the income goals had been met will be paid. Also, additional bonus amounts will
be paid if the Company's 1996 pre-tax operating income goals are exceeded, as
determined by the Board of Directors.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 16,214
<SECURITIES> 5,110
<RECEIVABLES> 28,413
<ALLOWANCES> 891
<INVENTORY> 15,510
<CURRENT-ASSETS> 67,116
<PP&E> 24,024
<DEPRECIATION> 9,929
<TOTAL-ASSETS> 92,974
<CURRENT-LIABILITIES> 21,517
<BONDS> 0
0
0
<COMMON> 147
<OTHER-SE> 71,310
<TOTAL-LIABILITY-AND-EQUITY> 92,974
<SALES> 22,056
<TOTAL-REVENUES> 28,276
<CGS> 11,424
<TOTAL-COSTS> 17,279
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 161
<INTEREST-EXPENSE> 109
<INCOME-PRETAX> 795
<INCOME-TAX> 442
<INCOME-CONTINUING> 353
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 353
<EPS-PRIMARY> 0.02
<EPS-DILUTED> 0.02
</TABLE>
