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RUBBERMAID INCORPORATED
1147 AKRON ROAD
WOOSTER, OHIO 44691
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Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders to
be held at Fisher Auditorium, Ohio Agricultural Research and Development Center,
Wooster, Ohio at 9:00 a.m., on April 26, 1994. In order to accommodate all
shareholders wishing to attend the meeting we will dispense with the usual
product display and hospitality areas and utilize those areas predominantly for
seating. Complimentary beverages will be available. The Everything Rubbermaid
laboratory store in downtown Wooster is available for those wishing to view the
full range of the Company's products. We hope that you will be able to attend
the meeting.
The Notice of Annual Meeting of Shareholders and the Proxy Statement
describe the matters to be acted upon at the meeting. Regardless of the number
of shares you own, your vote on these matters is important. WHETHER OR NOT YOU
PLAN TO ATTEND THE MEETING, WE URGE YOU TO MARK YOUR CHOICES ON THE ENCLOSED
PROXY CARD AND TO SIGN AND RETURN IT IN THE ENVELOPE PROVIDED. If you later
decide to vote in person at the meeting, you will have an opportunity to revoke
your proxy and vote by ballot.
ADMISSION TO THE MEETING WILL BE BY ADMISSION CARD ONLY. IF YOU PLAN TO
ATTEND PLEASE MARK THE APPROPRIATE BOX ON THE ENCLOSED PROXY CARD SO THAT WE CAN
MAIL AN ADMISSION CARD TO YOU IN ADVANCE OF THE MEETING. IF YOU ARE A
STOCKHOLDER WHOSE SHARES ARE NOT REGISTERED IN YOUR OWN NAME PLEASE WRITE THE
CORPORATE SECRETARY, 1147 AKRON ROAD, WOOSTER, OHIO 44691 TO REQUEST AN
ADMISSION CARD FURNISHING PROOF OF SHAREHOLDER STATUS, SUCH AS A BANK OR
BROKERAGE FIRM ACCOUNT NUMBER.
We look forward to seeing you at the meeting.
Sincerely yours,
WOLFGANG R. SCHMITT
Chairman of the Board
and Chief Executive Officer
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RUBBERMAID INCORPORATED
1147 AKRON ROAD
WOOSTER, OHIO 44691
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 26, 1994
The Annual Meeting of the Shareholders of Rubbermaid Incorporated will be
held at the Fisher Auditorium, Ohio Agricultural Research and Development
Center, Wooster, Ohio, at 9:00 a.m., April 26, 1994, for the following purposes:
1. To elect Directors.
2. To consider and act upon a proposal to approve the Management
Incentive Plan.
3. To consider and act upon a proposal to approve the Chief Executive
Officer Incentive Plan.
4. To consider and act upon a proposal to approve the Amended 1989
Restricted Stock Incentive and Option Plan.
5. To consider and act upon a shareholder proposal concerning the
tabulation of proxies.
6. To transact such other business as may properly come before the
meeting and any adjournments thereof.
By order of the Board of Directors.
JAMES A. MORGAN
SECRETARY
Wooster, Ohio
March 11, 1994
APPROXIMATE DATE OF MAILING TO SHAREHOLDERS
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RUBBERMAID INCORPORATED
PROXY STATEMENT
March 11, 1994
SOLICITATION AND REVOCATION OF PROXIES
The accompanying Proxy is solicited by the Board of Directors for use at
the Annual Meeting of Shareholders to be held on April 26, 1994. A Proxy may be
revoked by the maker by notice to the Company in writing or in open meeting
without affecting any vote previously taken. A Proxy is not revoked by the death
or incompetency of the maker unless, before the authority granted thereunder is
exercised, written notice of such death or incompetency is received by the
Company from the executor or administrator of the estate or from a fiduciary
having control of the shares represented by such Proxy.
The expense of solicitation of proxies will be borne by the Company.
Solicitation will be made only by mail, except that, if necessary, regular
employees of the Company without additional compensation therefor may make
solicitation by telephone or telecopy. The Company has also engaged a
professional proxy solicitation firm to aid in the solicitation of proxies, for
whose services the Company will pay a fee of not more than $10,000.
The matters to be considered and acted upon at the Annual Meeting are
referred to in the preceding Notice. If the enclosed Proxy is properly executed
and returned to the Company, all shares represented thereby will be voted as
indicated thereon.
ANNUAL REPORT
The Annual Report of the Company for the year ended December 31, 1993, is
being mailed to shareholders with this Proxy Statement.
VOTING SECURITIES
As of February 28, 1994, there were outstanding 160,457,338 Common Shares
of the Company, which is the only class of stock outstanding and entitled to
vote at the Annual Meeting or any adjournment thereof. The holders of such
shares will be entitled to cast one vote for each share held of record as of the
record date. A quorum for the transaction of business at the Annual Meeting
requires representation, in person or by proxy, of a majority of the issued and
outstanding shares. Abstentions and broker non-votes are tabulated in
determining the votes present at a meeting. Consequently, an abstention or a
broker non-vote has the same effect as a vote against certain proposals or a
director nominee, as each abstention or broker non-vote would be one less vote
in favor of such a proposal or for a director nominee.
If notice in writing shall be given by any shareholder to the President, a
Vice President, or the Secretary, not less than 48 hours before the time fixed
for the holding of the meeting, that such shareholder desires that the voting
for Directors be cumulative, and if an announcement of the giving of such notice
is made upon the convening of the meeting by the President or Secretary or by or
on behalf of the shareholder giving such notice, each shareholder shall have the
right to cumulate such voting power as the shareholder possesses at such
election and to give one candidate as many votes as the number of Directors to
be elected multiplied by the number of such votes equals, or to distribute the
votes on the same principle among two or more candidates, as the shareholder
sees fit. The accompanying proxy solicits the discretionary
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authority for the Proxy Committee to cumulate votes should cumulative voting be
effective for this meeting.
ELECTION OF DIRECTORS
The terms of four incumbent Directors, Mss. Horn and Nicholson and Messrs.
Gault and Schmitt, expire at the forthcoming Annual Meeting of Shareholders.
Pursuant to a policy previously adopted by the Board, Mr. Gault is scheduled to
retire from the Board at the Annual Meeting of Shareholders in 1996 and is a
nominee for election to the class of Directors whose terms expire in 1996. To
accomplish this, it is intended that Mr. Marohn will resign from his present
class (1996) immediately prior to the election of Directors at the Annual
Meeting of Shareholders and along with Mss. Horn and Nicholson and Mr. Schmitt
be a nominee for election to the class of Directors whose terms expire in 1997.
It is intended that proxies of the Board of Directors containing no
designation to the contrary will be voted for the following five nominees to the
class of Directors whose terms will expire as indicated below:
CLASS WHOSE TERMS EXPIRE IN 1996
Stanley C. Gault
CLASS WHOSE TERMS EXPIRE IN 1997
Karen N. Horn
William D. Marohn
Jan Nicholson
Wolfgang R. Schmitt
If for any reason any nominee is not available when the election occurs, the
Proxy Committee will vote in accordance with its best judgment. The Board of
Directors has no reason to believe that any nominee will not be available.
OMNIBUS BUDGET RECONCILIATION ACT OF 1993
The Internal Revenue code, as amended by the Omnibus Budget Reconciliation
Act of 1993, requires shareholder approval to assure continued tax deductibility
of performance based variable compensation paid to a person shown in the Summary
Compensation Table on page 15 whose total compensation exceeds $1,000,000.
Rubbermaid currently has two performance based variable compensation plans;
the Management Incentive Plan and the 1989 Restricted Stock Incentive Plan.
Those plans and the required Company financial performance before payments can
be made from the plans are described in detail in the Report of the Compensation
Committee contained in this Proxy Statement beginning on page 18. These plans or
predecessor plans have been in place for many years and the Board believes they
have served the Company well.
The Board of Directors believes that these plans meet the requirements to
assure continued tax deductibility. Accordingly, the Board of Directors
recommends that the Management Incentive Plan, an annual incentive arrangement
for the Chief Executive Officer and an Amended 1989 Restricted Stock Incentive
Plan, each further discussed below, be approved by the shareholders at this
Annual Meeting.
MANAGEMENT INCENTIVE PLAN AND CHIEF EXECUTIVE OFFICER INCENTIVE PLAN
As detailed in the Report of the Compensation Committee, Rubbermaid
maintains, and has maintained for over 20 years, a Management Incentive Plan
(MIP Plan). Pursuant to the MIP Plan, annual cash awards, are made to key
management personnel (approximately 300 persons,
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including the persons shown in the Summary Compensation Table except the Chief
Executive Officer) when the Company's return on net assets exceeds 4%. Total
awards pursuant to Plan formula cannot exceed 5% of earnings before income
taxes. The size of individual awards varies depending upon a weighting factor
based on salary range, experience, individual business unit performance and
other factors but no individual award may exceed one-half of 1% of earnings
before income taxes.
To assure objective assessment of Company and individual business unit
performance, the Chief Executive Officer does not participate in the MIP Plan
but it has been the practice for the Compensation Committee to recommend to the
Board of Directors a bonus amount based upon an assumed participation in the MIP
Plan. The Compensation Committee has recommended the continuation of this
practice and the Board has concurred. The Chief Executive Officer Incentive Plan
would create a payment fund determined using the same formula as contained in
the MIP Plan, but could not exceed 1% of earnings before income taxes, with the
exact amount of the payment from the Fund being determined by non-employee
Directors with the assistance of the Compensation Committee.
Prior to any payments from the MIP Plan or the Chief Executive Officer
Incentive Plan, the Compensation Committee will certify that the performance
goals have been satisfied.
Reference is made to the Summary Compensation Table on page 15 for yearly
bonus amounts paid to the listed Executive Officers for the years 1993, 1992 and
1991.
VOTE REQUIRED
Approval of the MIP Plan and the Chief Executive Officer Incentive Plan
will require the affirmative vote of a majority of the shares voted on each of
the foregoing proposals at this meeting. The Board of Directors recommends a
vote FOR approval of the MIP Plan and the Chief Executive Officer Incentive
Plan.
PROPOSED AMENDED 1989 RESTRICTED STOCK INCENTIVE AND OPTION PLAN
Shareholders at the 1989 Annual Meeting approved the 1989 Restricted Stock
Incentive Plan (1989 Plan) which replaced the previous 1979 Restricted Stock
Incentive Plan (1979 Plan). Since 1979, the only form of long term stock
incentive utilized by the Company has been performance based restricted stock.
Under the 1989 Plan, as was the case with the 1979 Plan, Common Share
awards are made to key management employees by the Compensation Committee of the
Board with restrictions as to disposition and subject to forfeiture upon
participant termination of employment or if certain Return On Net Asset (RONA)
goals over a number of years as established by the Committee are not met. If at
the end of an award cycle a minimum RONA return as set by the Committee (6%) is
not achieved, no restrictions on shares awarded for the cycle lapse and all
shares are forfeited by the participant. Between 6% RONA and a targeted 12.5%
RONA return restrictions lapse on a portion of the shares with restrictions
lapsing on all shares at the targeted 12.5% RONA return. Individual restricted
share awards are determined by a formula adopted by the Committee and vary in
accordance with weighting factors applied to base salary. In the event the 12.5%
average RONA performance goals are exceeded, the 1989 Plan also provides for
supplemental cash awards not to exceed 83% of the value of the shares originally
awarded. Subject to the restrictions on disposition and the risk of forfeiture a
participant in the Plan has all the rights of a shareholder, including the right
to receive dividends on and to vote such Common Shares.
While the 1979 and 1989 Plans have served the Company well, the Board is of
the opinion that the lack of stock options, used by 98% of the top 300 companies
in the Fortune 500 list,
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leaves the Company at a competitive disadvantage especially in higher level
executive recruitment, retention and reward opportunity.
Accordingly, the Board of Directors has adopted, subject to shareholder
approval, the Amended 1989 Restricted Stock Incentive and Option Plan (Amended
1989 Plan). The following summary of the material features of the Plan is
subject in all respects to the complete text of the Plan, a copy of which is
appended to this Proxy Statement as Exhibit A.
The Amended 1989 Plan will provide for the continuation of the granting of
restricted stock awards, as described above, as well as incentive stock options
("ISOs") that qualify for special tax treatment under Section 422 of the
Internal Revenue Code of 1986, as amended ("the Code"); stock options that do
not so qualify (non-qualified stock options or "NQSOs") and stock appreciation
rights ("SARs"). The variety of awards authorized by the Plan is intended to
give the Committee flexibility to adapt the Company's compensation practices as
the business and regulatory environment in which it operates changes.
The maximum number of shares of the Company which will be reserved for
award under the Amended 1989 Plan is the same as that provided under the 1989
Plan, one-half of one percent (0.5%) of the outstanding Common Shares each year.
THUS, THE FORMULA FOR DETERMINING THE NUMBER OF SHARES WHICH CAN BE AWARDED WILL
NOT CHANGE; HOWEVER, THE MIX OF STOCK AWARDS CAN VARY. The Plan provides for the
number and class of shares reserved for the Plan, the number (500,000) and class
of shares that may be optioned or awarded annually to any one employee, the
number and class of shares subject to outstanding grants, the exercise price of
outstanding options, and the maximum number (5,000,000) of Incentive Stock
Options that may be granted under the Amended 1989 Plan, to be adjusted
equitably to prevent dilution or enlargement of rights in the event of
recapitalizations, stock splits, stock dividends, mergers and similar
transactions.
All full-time employees of the Company and its subsidiaries, including
members of the Board of Directors who are such employees, are eligible to be
selected to participate in the Plan. At the present time, the Company and its
subsidiaries employ approximately 12,000 persons on a full-time basis.
The Plan is administered by the Compensation and Management Development
Committee of the Board of Directors, which determines the type of awards to be
granted, the full time employees of the Company and its subsidiaries to whom
awards will be granted, the number of shares subject to each award and the terms
and conditions of the awards. The Committee interprets the Plan and is
authorized to make all determinations and decisions thereunder. Under the Plan,
the Committee must consist of two or more directors, each of whom qualifies as a
"disinterested person" under SEC Rule 16b-3 and as an "outside director" within
the meaning of Section 162(m) of the Code, unless the Company's Board of
Directors determines otherwise (SEC rule 16b-3 exempts certain transactions
under employee benefit plans such as the Plan from the short-swing trading rules
of federal securities legislation. Section 162(m) of the Code limits the amount
which corporations may deduct for executive compensation, subject to certain
exceptions.)
RESTRICTED STOCK. The Committee may provide for Common Shares to be issued
to an eligible employee prior to the employee's satisfying continued employment
and/or other performance objectives or contingencies specified by the Committee
at the time of grant ("Restricted Stock"). Any Restricted Shares will be
forfeitable to the Company until such objectives or contingencies are satisfied
unless the Committee provides otherwise, but upon issuance of Restricted Stock,
the recipient will become a shareholder of the Company with full dividend and
voting rights except to the extent the Committee provides otherwise. Upon
satisfaction of any objectives or contingencies specified by the Committee,
stock certificates evidencing the Restricted Shares will be delivered to the
participant free and clear of any restrictions.
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It is intended that the same type of Restricted Stock awards will be made
under the Amended 1989 Plan as those made under the 1989 Plan as described
herein and in the Report of the Compensation Committee. The maximum number of
restricted shares which may be awarded to any participant for any year under
either the 1989 Plan or the Amended 1989 Plan may not exceed that number of
shares whose value exceeds 500% of such participant's base salary for such year.
STOCK OPTIONS. The exercise price of each ISO or NQSO will be at least 100%
of the fair market value of a Common Share on the date the ISO or NQSO is
granted. The aggregate fair market value of the shares for which ISOs granted to
any employee may be exercisable for the first time by such employee during any
calendar year (under all stock option plans of the Company and its subsidiaries)
may not exceed $100,000. The market value of the Company's Common Shares as of
February 28, 1994 was $30.25.
An option granted under the Plan is exercisable only by the optionee and is
not transferable by the optionee except by will, the laws of descent and
distribution or to a designated beneficiary. However, under certain
circumstances the Committee may in its discretion authorize an employee who has
been granted a NQSO (or any other award under the Plan other than an ISO) to
transfer, without consideration, the NQSO (or other award) during his lifetime
to members of his immediate family or to family trusts or partnerships for
estate planning purposes. In the event of such transfer, the NQSO (or other
award) would continue to be subject to substantially the same terms and
conditions as applied before the transfer occurred.
Options may be granted for such lawful consideration as the Committee may
determine when the options are granted. Such consideration may consist of money
or other property, tangible or intangible, or labor or services received or to
be received by the Company. For example, in the discretion of the Committee
options may be granted in lieu of compensation that would otherwise be paid in
cash, or in consideration of the employee's continuing in the Company's employ
for a period of time after the date the option is granted. Options may become
exercisable in full at the time of grant or at such other times and in such
installments as the Committee determines. Options may be exercised during such
periods before and after the date on which an optionee ceases to be an employee
of the Company and its subsidiaries as the Committee may determine. However, no
option may be exercised after the tenth anniversary of the date the option was
granted.
The exercise price of an option may be paid in cash, in shares of Common
Stock or other property already owned by the optionee or by the immediate sale
through a broker of that number of the shares being acquired sufficient to pay
the purchase price.
The Plan provides that, after an option has been granted, the Committee
may, without consideration, accelerate the date on which the option becomes
exercisable.
The only stock option which has been granted under the Amended 1989 Plan to
date is a NQSO award of 175,000 Common Shares to Wolfgang R. Schmitt, Chairman
of the Board and Chief Executive Officer of the Company, on January 12, 1994, at
an exercise price of $34.625 per share, the market value of a Common Share on
that date. The market value of the Company's Common Shares as of February 28,
1994 was $30.25. The option becomes exercisable in 25% increments over years
four through seven from the date of grant. In the Committee's opinion, this
provides Mr. Schmitt with a more competitive compensation package with strong
continued Rubbermaid employment features as well as alignment with shareholder
interests. If the Amended 1989 Plan is not approved by the shareholders, the
option shall not have any force or effect.
STOCK APPRECIATION RIGHTS. A SAR may be granted alone or in tandem with
options, either at the time the options are granted or at any time thereafter
while the options are outstanding. Tandem SARs may supplement the options to
which they relate, in which case the holder may exercise the SAR if and when the
holder exercises the related option, or they may be alternatives to the options
to which they relate, in which case upon exercise of the SAR, the
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holder must surrender the related option unexercised, and vice versa. Under the
Plan, SARs may be granted for the same consideration as options, and may become
exercisable at the same time or times, and may remain exercisable during the
same periods before and after the date on which the recipient ceases to be an
employee, as options.
Upon exercise of SARs, the holder will receive, at the election of the
Committee, cash or shares equal in value to the difference between the fair
market value per Common Share on the date of exercise of the SARs, and the
exercise price of the SARs, multiplied by the number of shares subject to the
SARS or related option. However, under the Plan the Committee may provide that
if any participant who is subject to the short-swing trading rules of federal
securities legislation ("Insiders") exercises SARs during one of four ten-day
window periods following release of Company earnings reports each year or during
the 30-day period following a Change in Control, the holder will receive the
difference between the highest fair market value of a Common Share during such
window period or 30-day period (rather than the fair market value on the date of
exercise) and the exercise price of the SARs, multiplied by the number of shares
subject to the SARs or related option. In the case of tandem SARs, the exercise
price is the price at which shares may be purchased under the related option. In
the case of SARs that are not granted in tandem with an option, the exercise
price will be the fair market value of a Common Share on the date the SAR is
granted, unless the Committee specifies a different exercise price when the SAR
is granted. In general, only the number of shares that are actually delivered in
satisfaction of a SAR exercise will be charged against the number of shares
reserved for use under the Plan; in the case of a tandem SAR that is alternative
to an option, the number of shares subject to the surrendered option will be
added back to the number of shares reserved for use under the Plan.
A participant to whom an option or SAR is granted has no rights as a
shareholder with respect to any Common Shares issuable pursuant to any such
option or SAR until the date of issuance of the stock certificate for such
shares upon payment of the option price or settlement of the SAR.
CERTAIN CHANGE IN CONTROL PROVISIONS. The Plan provides that all awards
that are outstanding under the Plan at the time of a Change in Control, whether
ISOs, NQSOs, SARs or Restricted Shares, will become fully exercisable,
nonforfeitable and payable when the Change in Control occurs. A Change in
Control occurs in the event Rubbermaid is dissolved, sells substantially all of
its assets, is acquired in a transaction by which another entity owns more than
50% of its outstanding Common Shares, is a party to a merger or consolidation in
which it is not the surviving corporation or a person becomes the owner of 20%
or more of the outstanding shares of the Company. In addition, the Amended 1989
Plan authorizes the Committee to grant options and SARs which become
exercisable, and restricted stock awards which become nonforfeitable, only in
the event of a Change in Control, to provide for SARs to be exercised
automatically and only for cash in such event, and to provide for cash to be
paid in settlement of any award under the Amended 1989 Plan in such event.
AMENDMENT OF THE PLAN. The Board of Directors may amend the Plan at any
time and in any respect but, without shareholder approval, no amendment may
materially increase benefits accruing to Insiders under the Plan within the
meaning of SEC Rule 16b-3, increase the number of shares which may be issued
under ISOs, materially increase the number of securities which may be issued to
Insiders within the meaning of SEC Rule 16b-3, or materially modify the
requirements as to eligibility for participation by Insiders in the Plan within
the meaning of SEC Rule 16b-3. The Board of Directors may also terminate the
Plan at any time. However, no amendment or termination of the Plan may adversely
affect any awards that were granted before the date of such amendment or
termination without the consent of the participant.
AWARDS GRANTED UNDER THE AMENDED 1989 PLAN. The following table presents
information with respect to the only award made to date under the Amended 1989
Plan.
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<TABLE>
NEW PLAN BENEFITS -- AMENDED 1989 PLAN
<CAPTION>
NAME NUMBER OF OPTIONS OPTION PRICE
- --------------------------- ----------------- ------------
<S> <C> <C>
Wolfgang R. Schmitt 175,000 $ 34.625
Chairman of the Board
and Chief Executive Officer
</TABLE>
The number and value of restricted shares or stock options that will be
received by any person in the future under the Amended 1989 Plan is not
determinable as such determinations are to be made by the Compensation Committee
in its sole discretion.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following brief description of the tax consequences of awards under the
Plan is based on Federal income tax laws currently in effect and does not
purport to be a complete description of such Federal income tax consequences.
RESTRICTED STOCK AWARDS. An employee who has been awarded Restricted Stock
will not recognize taxable income at the time of the award. At the time any
transfer or forfeiture restrictions applicable to the Restricted Stock award
lapse, the recipient will recognize ordinary income and the Company will be
entitled to a corresponding deduction equal to the excess of the fair market
value of such stock at such time over the amount paid therefor, provided that
the Company properly withholds taxes at that time. Any dividends paid to the
recipient on the Restricted Stock at or prior to such time, as well as any
supplemental cash payments made at such time, will be ordinary compensation
income to the recipient and deductible as such by the Company.
OPTIONS. There are no Federal income tax consequences either to the
optionee or to the Company upon the grant of an ISO or a NQSO. On the exercise
of an ISO during employment or within three months thereafter, the optionee will
not recognize any income and the Company will not be entitled to a deduction,
although the excess of the fair market value of the shares on the date of
exercise over the option price is includible in the optionee's alternative
minimum taxable income, which may give rise to alternative minimum tax liability
for the optionee. Generally, if the optionee disposes of shares acquired upon
exercise of an ISO within two years of the date of grant or one year of the date
of exercise, the optionee will recognize ordinary income, and the Company will
be entitled to a deduction, equal to the excess of the fair market value of the
shares on the date of exercise over the option price (limited generally to the
gain on the sale). The balance of any gain or loss will be treated as a capital
gain or loss to the optionee. If the shares are disposed of after the two year
and one year periods mentioned above, the Company will not be entitled to any
deduction, and the entire gain or loss for the optionee will be treated as a
capital gain or loss.
On exercise of a NQSO, the excess of the date-of-exercise fair market value
of the shares acquired over the option price will generally be taxable to the
optionee as ordinary income and deductible by the Company, provided that the
Company properly withholds taxes in respect of the exercise. The disposition of
shares acquired upon exercise of a NQSO will generally result in a capital gain
or loss for the optionee, but will have no tax consequences for the Company.
STOCK APPRECIATION RIGHTS. There are no Federal income tax consequences
either to the employee or the Company upon the grant of SARs. The amount of any
cash (or the fair market value of any Common Share) received by the holder upon
the exercise of SARs under the Plan will be subject to ordinary income tax in
the year of receipt and the Company will be entitled to a deduction for such
amount, provided that the Company properly withholds taxes in respect of the
exercise.
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PERFORMANCE BASED COMPENSATION. At the present time, the Company intends
all Stock Incentive Awards under the Amended 1989 Plan to qualify as
"performance based" compensation under Section 162(m) of the Code and therefore
deductible by the Company, but the Amended 1989 Plan also permits the Committee
to make awards that do not so qualify.
VOTE REQUIRED
Approval of the Amended 1989 Plan will require the affirmative vote of
holders of a majority of the shares entitled to vote at this meeting. The Board
of Directors recommends a vote FOR approval of the Amended 1989 Plan and the
formula for lapse of restrictions and payment of supplemental cash awards on
Restricted Stock Awards pursuant to both the 1989 Plan and the Amended 1989 Plan
as described herein.
SHAREHOLDER PROPOSAL
STATEMENT IN SUPPORT AND PROPOSAL
Martha J. Wolff, Trustee, 1553 So. Carpenter Road, Brunswick, Ohio
44212-3826, who is the owner of 100 Common Shares, has advised the Company that
she intends to present to the annual meeting the following proposal for which
the Board of Directors and Rubbermaid accept no responsibility.
Many shareholders of corporate stock feel frustrated when reading the
annual reports of some corporations. Often they report, in glowing terms,
how successful a year it has been and then report a loss of "jillions" of
dollars. In addition, they often report huge bonuses to corporate
executives (for a job well done) and then the Board of Directors requests
that the stockholders approve additional incentives for the upper
management AND for the Board of Directors. Often, THEN, a dividend is
omitted because of the poor year.
Many of us feel that the Board of Directors is a self-perpetuating
group, controlling huge numbers of votes, most often renominating
themselves for another term, stacking the board with friends and relatives,
setting the number of directors at whatever number fits their fancy,
nominating someone new only to fill a vacancy and then NEVER giving us more
than one person to vote for each vacancy. After all of this, the coup de
grace is the statement on the ballot "all unmarked proxies will be voted in
accordance with the recommendations of the Board of Directors."
Even in areas where voter fraud is rampant, although dead people may
vote, unmarked ballots are NOT counted. It seems very undemocratic to count
unvoted ballots one way or another. I cannot find in the By-Laws of this
corporation any authorization for counting unmarked ballots. Therefore, be
it resolved that NO UNVOTED BALLOTS SHALL BE COUNTED IN VOTING FOR THE
MEMBERS OF THE BOARD OF DIRECTORS NOR FOR ANY OTHER ISSUE PLACED BEFORE THE
STOCKHOLDERS OF THIS CORPORATION.
BOARD OF DIRECTORS RECOMMENDATION AND STATEMENT
The Board of Directors recommends that shareholders vote AGAINST the
proposal for the following reasons.
The proposal seeks to take away from shareholders their right and ability
to have their shares voted simply by signing a proxy card, without checking the
separate boxes. Shareholders who do not want their shares counted in the voting
for directors and any other issues presented at shareholders meetings always
have the option of not sending in their proxy cards. When submitting a proxy
card, however, a shareholder has two choices. The shareholder may give separate
and specific instructions for each item on the proxy card, such as marking FOR
or AGAINST box for each item or striking names of nominees for Directors with
respect to which the shareholder wants to withhold votes. The shareholder then
signs and dates the proxy card. As an alternative, a shareholder can simply sign
and date the proxy card, and the proxy
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committee will be authorized to vote in accordance with the recommendations of
the Board. Mrs. Wolff's proposal would take away this second alternative and
force every shareholder to mark the proxy card with respect to each proposal,
even if the shareholder wants to accept the recommendation of the Board of
Directors.
The proposal would not give shareholders any new rights or powers. It would
take away rights and powers that make it easy for shareholders to participate in
shareholder meetings. For the reasons set forth above, the Board of Directors
recommends that shareholders vote AGAINST the proposal.
VOTE REQUIRED
Approval of the Shareholder Proposal will require the affirmative vote of a
majority of the shares voted on the Proposal at this meeting. The Board of
Directors recommends a vote AGAINST the Proposal.
INFORMATION AS TO BOARD OF DIRECTORS AND NOMINEES
<TABLE>
<CAPTION>
EXPIRATION
OF PRESENT
OR
BUSINESS EXPERIENCE AND PROPOSED
NAME (AGE) OTHER DIRECTORSHIPS TERM
- ------------------------- ------------------------------------- ----------------
<S> <C> <C>
Tom H. Barrett (63) Former Chairman and Chief Executive 1995
Director Since 1984 Officer, The Goodyear Tire & Rubber
Company, Akron, OH (1989-1991),
manufacturer of tires, chemicals,
plastic film and other rubber
products. Previously from 1988,
President and Chief Executive
Officer. Prior thereto and from 1982
President and Chief Operating
Officer. Also Director of Air
Products and Chemicals Inc.,
Fieldcrest Cannon Inc., Mutual Life
Insurance Company of New York and A.
O. Smith Corporation.
Charles A. Carroll (44) President and Chief Operating Officer 1995
Director Since 1993 of the Company since September 1993.
He continues as Acting President of
the Home Products Division in which
capacity he has served since 1990.
Prior thereto and from 1988, he was
President of Rubbermaid Specialty
Products. He has been employed by the
Company in various sales and
management capacities since 1971.
</TABLE>
9
<PAGE> 12
<TABLE>
<CAPTION>
EXPIRATION
OF PRESENT
OR
BUSINESS EXPERIENCE AND PROPOSED
NAME (AGE) OTHER DIRECTORSHIPS TERM
- ------------------------- ------------------------------------- ----------------
<S> <C> <C>
Zoe Coulson (61) Retired; former Vice President - 1995
Director Since 1982 Consumer Issues, Campbell Soup
Company, Camden, NJ, (1986-1991)
worldwide producer of soups and other
food; Vice President, Consumer
Services 1981-1986.
Robert O. Ebert (66) Investor. 1996
Director Since 1976
Stanley C. Gault (68) Chairman and Chief Executive Officer 1996
Director Since 1978 of The Goodyear Tire & Rubber
Company, a manufacturer of tires,
chemicals, polymers, plastic film and
other rubber products, from June
1991. Previously Chairman and Chief
Executive Officer of Rubbermaid
Incorporated, (1980-1991, Co-Chair-
man 1992-1993). Also a director of
Avon Products, Inc., International
Paper Company, PPG Industries, Inc.,
The Timken Company and The New York
Stock Exchange, Inc.
Robert M. Gerrity (56) Retired, former Vice Chairman (1991- 1996
Director Since 1993 1993) of New Holland, n.v. head-
quartered in London, England, a
worldwide manufacturer of agricul-
tural and industrial equipment which
was formed by Fiat S.p.A. upon its
acquisition of Ford New Holland Inc.
and the combination of that Company
with Fiat Geotech. From 1987 Mr.
Gerrity was President and Chief
Executive Officer of Ford New Holland
Inc. and had been associated with
Ford Motor Company since 1965
spending much of his career in
international operations in Latin
America and Europe.
Karen N. Horn (50) Chairman and Chief Executive Officer, 1997
Director Since 1987 Bank One, Cleveland, N.A., Cleveland,
OH, since April 1987. Previously and
from 1982, President, Federal Reserve
Bank of Cleveland. Also a director of
British Petroleum Company P.L.C., Eli
Lilly and Company and TRW Inc.
</TABLE>
10
<PAGE> 13
<TABLE>
<CAPTION>
EXPIRATION
OF PRESENT
OR
BUSINESS EXPERIENCE AND PROPOSED
NAME (AGE) OTHER DIRECTORSHIPS TERM
- ------------------------- ------------------------------------- ----------------
<S> <C> <C>
William D. Marohn (53) President and Chief Operating Officer 1977
Director Since 1993 (since October 1992), Whirlpool
Corporation, a manufacturer and
marketer of major home appliances.
Previously from January 1992,
President and Chief Executive
Officer, Whirlpool Europe, B.V. Prior
thereto, Executive Vice President,
North American Appliance Group from
1989 and previously President Kenmore
Appliance Group from 1988. He has
been associated with Whirlpool since
1964. Also a director of Whirlpool
Corporation and Cooper Tire & Rubber
Company.
Steven A. Minter (55) Executive Director and President, The 1995
Director Since 1990 Cleveland Foundation since 1984. Also
a director of Consolidated Natural
Gas Company, The Goodyear Tire &
Rubber Company and KeyCorp.
Jan Nicholson (48) Vice President, Citibank since 1981 1997
Director Since 1992 and since 1991, head of the Northeast
Department of Citicorp Real Estate.
Previously from 1988, Managing
Director of Capital Markets Assurance
Corporation, a surety company founded
by Citicorp, and prior thereto from
1982, Vice President, Citicorp
Investment Bank.
Paul G. Schloemer (65) Retired, former President and Chief 1996
Director Since 1989 Executive Officer of Parker Hannifin
Corporation, Cleveland, Ohio (1984-
1993), a manufacturer of motion
control systems and components for
the industrial aviation, space and
marine markets. Also director of
Parker-Hannifin, AMP Inc. and
Esterline Technologies.
</TABLE>
11
<PAGE> 14
<TABLE>
<CAPTION>
EXPIRATION
OF PRESENT
OR
BUSINESS EXPERIENCE AND PROPOSED
NAME (AGE) OTHER DIRECTORSHIPS TERM
- ------------------------- ------------------------------------- ----------------
<S> <C> <C>
Wolfgang R. Schmitt (50) Chairman (since September 1993) and 1997
Director Since 1987 Chief Executive Officer (since
November 1992) of the Company;
previously from November 1992, Co-
Chairman. From May 1991, President
and Chief Operating Officer,
Executive Vice President (1987-1991)
and President of the Home Products
Division (1984-1990). Employed by the
Company in various marketing and
research and development assignments
since 1966. Also director of Parker-
Hannifin Corporation.
</TABLE>
ADDITIONAL INFORMATION CONCERNING THE BOARD OF DIRECTORS
COMMITTEES
The Audit and Environmental Committee composed of Mss. Coulson, Horn and
Nicholson and Messrs. Barrett (Chair), Gerrity, Minter and Schloemer held two
meetings during 1993. This Committee reviews with the independent accountants
the scope and results of audits, their other activities for the Company as well
as their fees and selection; reviews the activities of the internal audit staff;
the adequacy of internal accounting and control procedures of the Company;
environmental issues and the administration of the retirement funds of the
Company.
The Compensation and Management Development Committee comprised of Messrs.
Barrett, Ebert, Gault, Marohn and Schloemer (Chair) and Ms. Coulson held five
meetings during 1993. The committee reviews policies and programs for the
development of management personnel; makes recommendations to the Board
regarding compensation of officers who are also directors of the Company;
approves compensation of the other officers and key employees of the Company;
makes recommendations to the Board concerning the election of new Company
officers and executes the functions of the Committees specified in the 1979 and
1989 Restricted Stock Incentive Plans, the Management Incentive Plan, the 1993
Deferred Compensation Plan and the Supplemental Executive Retirement Plan.
The Nominating and Directors' Activity Committee comprised of Messrs,
Ebert, Gault, Minter, Schmitt and Mss. Horn (Chair) and Nicholson held five
meetings during 1993. The Committee reviews and recommends to the Board
candidates for election to the Board of Directors, the types and functions of
Board committees and assignment of Directors thereto, the structure of the Board
and Directors' compensation. In carrying out its functions in regard to Board
membership, the Committee will consider nominees recommended by shareholders
upon written submission of pertinent data to the attention of the Corporate
Secretary. Such data should include complete information as to the identity of
the proposed nominee, including name, address, present and prior business and/or
professional affiliations, education and experience, particular field or fields
of expertise, and reasons why, in the opinion of the recommending shareholder,
the proposed nominee is qualified and suited to be a Director of the Company as
well as what particular contribution to the success of the Company such person
could be expected to make.
In addition to the committee meetings set out above, the Board of Directors
held seven meetings during 1993.
12
<PAGE> 15
REMUNERATION OF DIRECTORS
The Board of Directors establishes the fees paid to Directors and Board
Committee members for services in those capacities. The current schedule of such
fees is as follows:
(1) For service as a member of the Board, $19,000 per annum, payable
quarterly, plus $1,000 for attendance at each meeting of the Board;
(2) For service as a Board Committee member, $1,000 for attendance at
each Committee meeting held on a date other than a date on which the Board
of Directors meets or $500 for attendance at any additional Committee
meeting held on such date or a Committee meeting held on the same date on
which the Board of Directors meets;
(3) For service as Chairman of a Committee of the Board, a fee of
$2,000 per annum.
These fees are payable only to non-management Directors. Management
Directors receive no additional compensation for service as a Director. All
Directors receive reimbursement from the Company for expenses incurred in
connection with service in that capacity.
The Company has a Charitable Award Plan for Directors pursuant to which it
will contribute a total of $500,000 in a Director's name, after death, to not
more than two educational institutions recommended by the Director. The
contribution will be the proceeds of insurance on the life of the Director;
which insurance is purchased and owned by the Company which is also the
beneficiary thereof. New Directors are required to serve three years to become
eligible for this program. All current Directors except Ms. Nicholson and Messrs
Gerrity and Marohn are participants in the Plan. The Company also provides
non-management Directors with accidental death and dismemberment insurance of up
to $250,000 for a covered loss.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following tabulation presents information derived from Schedules 13-G
filed with the Securities and Exchange Commission by persons beneficially owning
more than five percent of the Company's Common Shares outstanding as of December
31, 1993.
TITLE OF CLASS: COMMON SHARES
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- ---------------------------------- -------------------- ----------
<S> <C> <C>
State Farm Mutual Automobile 8,988,800 5.6%
Insurance Company and (Direct)
Related Entities*
One State Farm Plaza
Bloomington, Illinois 61701
<FN>
- ---------------
*Currently hold $5,537,143 of 9.55% First Mortgage Industrial Revenue Bonds due
August 15, 1998, issued by the Cortland County N.Y. Industrial Development
Agency, the interest and principal of which will be paid by a subsidiary of
Rubbermaid Incorporated, with payment guaranteed by Rubbermaid Incorporated.
</TABLE>
13
<PAGE> 16
<TABLE>
OWNERSHIP BY MANAGEMENT OF COMMON SHARES
The following table sets forth information as of January 31, 1994, with
respect to the beneficial ownership of the Company's Common Shares by directors,
nominees, and certain executive officers and as a group, all directors, nominees
and executive officers:
<CAPTION>
AMOUNT PERCENT
BENEFICIALLY OF
NAME OWNED CLASS
- ------------------------------------------ ------------ -------
<S> <C> <C>
Directors
Tom Barrett (a)(b)...................... 19,258 *
Zoe Coulson (b)......................... 18,974 *
Robert O. Ebert (a)(b).................. 2,431,693 1.5%
Stanley C. Gault (c).................... 466,546 *
Robert M. Gerrity....................... 1,000 *
Karen N. Horn (b)....................... 1,560 *
William D. Marohn....................... 200 *
Steven A. Minter (b).................... 3,049 *
Jan Nicholson (b)....................... 3,345,508 2.0%
Paul G. Schloemer (b)................... 3,852 *
Executive Officers
Wolfgang R. Schmitt (a)(c).............. 139,312 *
Charles A. Carroll (a)(c)............... 35,623 *
Gary S. Baughman (c).................... 22,565 *
Joseph G. Meehan (a)(c)................. 98,006 *
Joseph M. Ramos (c)..................... 11,116 *
All of the above and other
Executive Officers as a Group........ 6,911,151 4.3%
<FN>
- ---------------
* Less than 1%
(a) Does not include shares held by or in trust by members of immediate families of Messrs.
Barrett (72), Ebert (129,237), Schmitt (1,264), Carroll (230) and Meehan (24,028) as to
which beneficial ownership is disclaimed.
(b) Includes shares held under trust agreements -- Ebert (sole investment power 321,814,
shared investment power 601,347), and Horn (303) as to which beneficial ownership is
disclaimed. Mr. Ebert and two of his children are trustees of the Horatio B. Ebert
Charitable Foundation which holds 280,630 shares as to which beneficial ownership is
disclaimed. Ms. Nicholson is one of eight trustees of the Grable Foundation which holds
1,296,280 shares as to which beneficial ownership is disclaimed and General Partner of
a Limited Partnership which holds 986,284 shares of which she is beneficial owner of
10,000 shares and disclaims beneficial ownership of the remainder. Includes shares held
by the Rubbermaid Incorporated 1993 Defined Compensation Plan which has sole voting
power. Barrett (12,773), Coulson (14,974), Minter (1,989) and Schloemer (2,652).
(c) Includes restricted shares issued pursuant to the 1979 and 1989 Restricted Stock
Incentive Plans as follows -- Gault (45,576), Schmitt (79,083), Carroll (28,547),
Baughman (19,959), Meehan (46,834), Ramos (11,001) and the other Executive Officers
(112,601).
Ms. Nicholson did not timely report on Form 3 at the time she became a Director of the
Company in October 1992, 10,000 shares of which she is the beneficial owner but are
held in a limited partnership.
</TABLE>
14
<PAGE> 17
<TABLE>
EXECUTIVE COMPENSATION
The following table sets forth the compensation received for the three
years ended December 31, 1993 by the persons who were at December 31, 1993 the
Company's Chief Executive Officer and the four other most highly paid Executive
Officers.
SUMMARY COMPENSATION TABLE
<CAPTION>
ANNUAL COMPENSATION(1) LONG TERM
- --------------------------------------------------------------------- COMPENSATION
OTHER ------------ ALL OTHER
ANNUAL RESTRICTED COMPEN-
NAME AND PRINCIPAL SALARY BONUS COMPENSATION STOCK AWARDS SATION(1)
POSITION YEAR ($) ($) ($)* ($)** ($)***
- -------------------- ----- -------- -------- ------------ ------------ ---------
<S> <C> <C> <C> <C> <C> <C>
WOLFGANG R. SCHMITT 1993 363,746 600,211 235,947 592,481 246,805
Chairman of the 1992 278,752 424,856 122,699 537,900 178,525
Board
and Chief Executive 1991 241,788 354,067 301,244
Officer
CHARLES A. CARROLL 1993 215,549 282,696 26,105 160,190 106,969
President, and Chief 1992 177,342 223,451 22,354 154,241 70,507
Operating Officer 1991 156,168 187,402 55,298
GARY S. BAUGHMAN 1993 200,709 220,441 9,841 140,711 65,715
Executive Vice 1992 189,883 193,681 68,300 136,400 56,789
President
and President, The 1991 189,883 152,288 52,958
Little Tikes Company
JOSEPH G. MEEHAN 1993 175,593 164,000 196,390 344,220 53,829
Senior Vice 1992 165,792 157,000 136,755 315,597 41,936
President
and Chief Financial 1991 156,865 182,000 243,903
Officer
JOSEPH M. RAMOS 1993 167,200 170,544 42,572 47,253
President, 1992 161,846 164,000 240,247 39,571
Rubbermaid
Commercial Products 1991
Inc.
<FN>
- ---------------
(1) Under Securities and Exchange Commission transitional provisions amounts of other Annual
Compensation and All Other Compensation are excluded for 1991.
* Cash award for Company exceeding Restricted Stock Performance Target. The value of
perquisites and other personal benefits is not included since the value of such
compensation is below minimum required disclosure thresholds.
** Shares ultimately received after a specific holding period depends upon achievement of
Company financial objectives over such period. Dividends are paid on restricted stock at
the same rate as unrestricted shares. Year end 1993 restricted stock holdings and the
value thereof based on the year end closing price of Rubbermaid stock is as follows:
Schmitt -- 54,690 shares ($1,900,478); Carroll -- 18,103 shares ($629,079); Baughman --
14,836 shares ($515,551); Meehan -- 35,107 shares ($1,219,968); Ramos -- 8,486 shares
($294,889). Shares which will vest in under three years, assuming achievement of
financial objectives, are as follows: Schmitt (10,720, 1994; 12,642, 1995); Carroll
(1,931, 1994; 2,401, 1995); Baughman (3,622, 1994; 2,469, 1995); Meehan (2,079; 1994;
8,765, 1995) and Ramos (308, 1995). Shares awarded to Mr. Ramos in 1992 included shares
to replace long term incentives forfeited upon leaving a previous employer.
*** The amounts disclosed in this column include:
(a) Company paid premiums for group life insurance on behalf of Schmitt, (1993-908,
1992-$822); Carroll (1993-$635, 1992-$430); Baughman (1993-$658, 1992-$654);
Meehan, (1993-$546, 1992-$572); and Ramos (1993-$569, 1992-$587).
</TABLE>
15
<PAGE> 18
<TABLE>
<S> <C>
(b) Contributions or accruals pursuant to defined contribution retirement plans on
behalf of Schmitt, (1993-$181,260, 1992-$135,884); Carroll, (1993-$86,716,
1992-$58,364); Baughman, (1993-$61,785, 1992-$54,832); Meehan, (1993-$20,923,
1992-$19,694); and Ramos, (1993-$43,983, 1992-$38,984). Vesting is on a graduated
schedule commencing after three years of service with 100% vesting after seven
years.
(c) Interest accrued on deferred compensation in excess of a "fair market rate"
established by S.E.C. rules (120% of applicable federal long term rate, which for
1993 is 8.780% and for 1992 is 9.310%) on behalf of Schmitt (1993-$64,637, 1992-
$41,819); Carroll (1993-$19,618, 1992-$11,713); Baughman (1993-$3,272, 1992-
$1,303); Meehan (1993-$32,360, 1992-$21,670); and Ramos (1993-$2,701).
</TABLE>
DEFINED BENEFIT RETIREMENT PLANS
SALARIED EMPLOYEES' RETIREMENT PLAN
The following table shows the estimated annual retirement benefit payable
to participants in the Rubbermaid Incorporated Salaried Employees' Retirement
Plan at age 65 for 120 months, irrespective of how long the participant lives.
Other actuarially equivalent value of forms of pension income may be requested.
Only employees hired prior to October 1, 1972, are participants in this Plan.
ESTIMATED ANNUAL BENEFITS - DEFINED BENEFIT PENSION PLAN
<TABLE>
<CAPTION>
YEARS OF SERVICE
ANNUAL -----------------------------------------
BASE SALARY 10 15 20 25
- ----------- ------- ------- ------- --------
<S> <C> <C> <C> <C>
$ 200,000 20,000 30,000 40,000 50,000
250,000 25,000 37,500 50,000 62,500
300,000 30,000 45,000 60,000 75,000
350,000 35,000 52,500 70,000 87,500
400,000 40,000 60,000 80,000 100,000
450,000 45,000 67,500 90,000 112,500
</TABLE>
Benefits are based on a formula which provides for payment of 1% of base
salary for each year of service, to a maximum of 25 years. Messrs. Schmitt and
Carroll are participants in the Plan with 28 and 23 years of credited years
respectively, however, benefit accruals (salary increases and years of service)
for them have been suspended since 1989 because of government regulations
affecting "highly compensated employees". As a result, they will receive a
significantly reduced benefit from the Plan.
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
The following table shows the benefit which would be received by a
participant in the Rubbermaid Supplemental Executive Retirement Plan with at
least five years of service and election of a single life annuity, which benefit
is reduced by (1) any benefits provided under any other retirement plans
(including defined contribution retirement plans) of the Company; (2) primary
Social Security benefits; and (3) amounts payable from any prior employer
retirement plans.
<TABLE>
<CAPTION>
ESTIMATED ANNUAL COMBINED BENEFIT
PAYABLE AT
FINAL AVERAGE ----------------------------------
COMPENSATION* AGE 55 AGE 60 AGE 65
------------- -------- -------- --------
<S> <C> <C> <C> <C>
$ 600,000 $297,000 $313,500 $330,000
800,000 396,000 418,000 440,000
1,000,000 495,000 522,500 550,000
1,200,000 594,000 627,000 660,000
1,400,000 693,000 731,500 770,000
<FN>
- ---------------
* Salary, bonus and five year restricted stock award value.
</TABLE>
16
<PAGE> 19
Benefits under the Rubbermaid Incorporated Supplemental Executive
Retirement Plan are payable for life, equal to 55% of the average of salary,
bonus and five year restricted stock award value earned during the highest five
years of the final ten years of employment, less payments from other Company
retirement plans, social security and prior employer plans. Covered compensation
includes annual salary and bonus, including, with respect to the latter, any
amount of bonus paid in the form of restricted stock awards with vesting
schedules less than three years. Messrs. Schmitt and Meehan are participants in
the Plan with 28 and 13 years of credited service respectively. Participants may
retire, with reduced benefits, at age 60 or prior thereto beginning at age 55
with the approval of the Chief Executive Officer. This requirement has been
waived in the case of Mr. Meehan. In 1988, pursuant to a Plan amendment
providing for the funding of benefits for vested participants, the Company
adopted the practice of purchasing annuities on behalf of vested Plan
participants which will provide the after tax equivalent of the required
benefit. Death benefits are provided to the surviving spouse of a participant
age 55 or older with five years' service. This age requirement has been waived
for Mr. Schmitt. Plan benefits are not vested in the event of termination of
employment prior to qualification for normal, early, or disability retirement
except in the event of change of control of the Company when special vesting
occurs. With regard to Mr. Schmitt, provision has been made for voluntary
retirement at any time after age 50 with benefits, 55% of covered compensation,
reduced 2% for each year retirement is prior to age 60. In the event of
involuntary termination of employment after age 50, but before age 60, benefits
would commence at age 60 based upon 55% of covered compensation at the time of
involuntary termination of employment.
EXECUTIVE OFFICER CONTRACTS
The Company's Executive Officers have employment agreements with the
Company which become effective only in the event of a change of control of the
Company as provided in the Company's Amended and Restated Articles of
Incorporation, or in the event any person becomes the beneficial owner, directly
or indirectly, of 20% or more of the outstanding shares of the Company. The
agreements provide for continuing such executives in the employment of the
Company for a period of five years following such a change of control or until
attainment of normal retirement age, whichever first occurs. During such five
year period, the executive will receive salary, bonus and benefits no less than
those in effect at the time of a change of control. All such executives have the
right to voluntarily terminate their employment within 18 months after a change
of control and receive an amount equal to the value of two years' salary, bonus
and benefits. All of the executives have the right to terminate employment
following a change of control in the event their duties, salaries, benefits,
etc., are subsequently reduced. In such event, their salary, bonus and an amount
to cover benefits for the remainder of the five year period would be paid in a
present value lump sum.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation and Management Development Committee is composed of
Messrs. Barrett, Ebert, Gault, Marohn, Schloemer (chair) and Ms. Coulson, all of
whom are non-employee Directors. Mr. Schloemer, until July 31, 1993, was
President and Chief Executive Officer of Parker Hannifin Corporation at which
time he retired but he continues as a director. Mr. Schmitt, Chairman and Chief
Executive Officer of Rubbermaid is a member of the Parker-Hannifin Compensation
Committee.
17
<PAGE> 20
REPORT OF THE COMPENSATION COMMITTEE
Rubbermaid's compensation program for Executive Officers is composed of
annual salary plus cash and stock incentives based on annual and longer term
financial results of the Company. The Compensation Committee reviews and
approves in advance specific salary and incentive awards for each Executive
Officer.
Salary ranges are assigned to each position based on a comparison of
Rubbermaid positions with similar positions in companies of similar size in the
durable and nondurable goods category of national executive compensation
surveys, with range midpoints established at the average of the marketplace.
Actual salaries within the appropriate range depend upon individual performance,
experience and internal equity and are reviewed and may be adjusted annually by
the Committee.
Annual incentive compensation is based on Company financial performance
pursuant to a Management Incentive Plan ("MIP Plan") under which awards are only
payable when the return on net assets exceeds a minimum level, which was
exceeded for 1993. Thereafter, a "bonus pool" proportioned to the degree to
which after tax return on assets exceeds the minimum, but not to exceed 5% of
earnings before income tax, may be created. The size of individual awards varies
based upon a weighting factor based on salary range, experience, individual
business unit performance and internal equity. In making awards, greater weight
is given to salary range and experience and individual business unit performance
(mainly earnings and return on assets). It is the opinion of the Committee and
the Board that such an arrangement is greatly in the interest of the
shareholders, since participants are rewarded only when the Company is being
managed efficiently and profitably and only after an initial return on
investment has been first set aside for the shareholders.The Company requires a
portion of the calculated annual MIP Plan bonus for Executive Officers
(currently any amount in excess of a targeted 60% payout) to be taken in the
form of restricted stock awards. To assure objective assessment of Company and
individual business unit performance, the Chief Executive Officer does not
participate in the MIP Plan but it has been the practice for the Board of
Directors to consider provisions of the MIP Plan in determining his bonus.
Since 1979, long term incentive compensation has been based on a Restricted
Stock Plan tied to the financial performance of the Company. The number of
restricted shares ultimately received from awards under the Restricted Stock
Plan depends entirely on the extent to which after tax return on net assets
measured over periods ranging from three to five years are achieved. Individual
awards are determined by a formula utilizing a percentage of base salary arrived
at by application of a weighting factor. The amount thus determined is divided
by a 30 day average Rubbermaid stock price to arrive at the number of shares to
be awarded. All shares are forfeited if the Company's return on net assets does
not average 9% over the performance period. This goal has been achieved for
restricted stock award cycles ending during the years covered by the Summary
Compensation Table. Between 9% and the 12.5% target return on net assets, a pro
rata formula determines the number of shares to be received, with all shares
being received if the target is achieved. In the event the 12.5% target return
on net assets is exceeded, supplemental cash awards, not to exceed 83% of the
value of the shares originally awarded, are paid. The amount of these cash
awards is determined by formula which measures the extent to which the target
return on net assets is exceeded. The restricted stock awards discussed in
connection with the MIP Plan are in addition to other awards made pursuant to
the Restricted Stock Plan, thereby increasing the incentive for such Officers to
maximize the performance of the Company's stock and more closely align their
interests with other shareholders.
As detailed above, the Company's compensation programs emphasize incentive
compensation and are designed in such a way that they correlate with Company
financial results. This is evidenced by the data disclosed in the Summary
Compensation Table which indicates that more than 60% of 1993 compensation is
incentive based. The Committee considered and discussed provisions of the
Omnibus Budget Reconciliation Act of 1993 which requires shareholder
18
<PAGE> 21
approval to assure tax deductibility of performance-based compensation paid to
persons shown in the Summary Compensation Table when total compensation exceeds
$1 million. Since a high percentage of the Company's compensation programs have
for many years been tied to Company financial performance and have served the
Company well, they, along with a specific plan for the Chief Executive Officer,
are being submitted for shareholder approval as detailed in this Proxy Statement
beginning on page.
In addition, the Committee also reviewed the Company's executive
compensation programs with the assistance of a consulting firm. This review of
marketplace incentive plan performance indicated that certain revisions to the
Company's plans were required in order to ensure appropriate payment over a
range of performance levels. In the case of the MIP Plan, a 4% after-tax RONA
threshold for the commencement of bonus payments was felt to be appropriate and
in line with median industry standards. Similarly, for the Restricted Stock
Plan, lapse of restrictions on stock awards beginning at a 6% average after-tax
RONA over a performance period was felt to be appropriate for future awards.
Company performance has been well in excess of these minimums for many years and
the expectation is that such performance will continue. With the Company's heavy
reliance on incentive compensation, provision for some incentive plan payout
when performance approaches median industry performance was deemed appropriate
in order to be competitive and to retain and appropriately compensate key
management personnel.
While Rubbermaid's Restricted Stock Plan has served the Company well, stock
option plans are, and have been, the long term compensation program of choice
among top-performing corporations. The consultant concluded that Rubbermaid's
program was at a competitive disadvantage in not having stock options. More than
65% of the top 300 companies in the Fortune 500 list offer two or more long term
compensation programs, with 98% using stock options as one of the two programs.
Accordingly, the Committee concluded, and the Board concurred, that it would be
appropriate for the Company to amend the Restricted Stock Plan to also provide
for stock options, which amendment is proposed for stockholder action beginning
on page 3 of this Proxy Statement. As discussed therein, a ten year stock option
to purchase 175,000 Common Shares has been awarded to Mr. Schmitt pending
approval of the Plan by shareholders. The objective of this option is to provide
Mr. Schmitt with a more competitive total reward package with strong continued
employment retention features and further alignment with shareholder interests.
To achieve the employment retention objective, the option has extended but
graduated vesting with 25% of the shares available for exercise four years after
the grant date (January 12, 1994) with an additional 25% of the shares available
for exercise after years five, six, and seven. No decision has been made with
respect to option grants for the other officers listed in the Summary
Compensation Table.
The compensation program for Mr. Schmitt was determined using a combination
of the salary, MIP and Restricted Stock Plan criteria set forth above. As with
the other Executive Officers, heavy emphasis is placed on incentive compensation
with approximately 70% of his 1993 compensation being incentive based. The
specifics of Mr. Schmitt's compensation package, like that of the other
Executive Officers, is determined, in the case of salary, by reference to
national marketplace data on similar positions. With regard to annual and longer
term incentive performance payments, the size of such payments or awards to Mr.
Schmitt are determined by reference to the MIP Plan and Restricted Stock Plan
provisions which determine payments to the other Executive Officers which are
then adjusted upward to account for his responsibilities and ultimate
accountability for Company performance. As noted earlier in this Report, a
specific formula based annual incentive plan for the Chief Executive Officer is
being proposed for shareholder approval so as to ensure continued deductibility
of such compensation.
THE COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE.
Paul G. Schloemer (Chair) Robert O. Ebert
Tom H. Barrett Stanley C. Gault
Zoe Coulson William D. Marohn
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RUBBERMAID STOCK PERFORMANCE
Following is a graph which compares the five year cumulative return from
investing $100 at the end of 1988 in Rubbermaid common stock, the S&P 500 index
of companies and the S&P Industrials index of companies, with dividends assumed
to be reinvested when received. The S&P Industrials index includes a broad range
of manufacturers. Because of the diversity of the Company's business it is felt
that comparison with this broader index is appropriate.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
<TABLE>
<CAPTION>
- -----------------------------------------------------------
S&P S&P
RBD 500 INDST
------- ------- -------
<S> <C> <C> <C>
12/31/88 $100.00 $100.00 $100.00
12/31/89 148.45 131.69 129.41
12/31/90 172.12 127.60 128.26
12/31/91 317.20 166.47 167.71
12/31/92 266.18 179.15 177.26
12/31/93 294.95 197.21 193.27
- -----------------------------------------------------------
</TABLE>
Assumes $100 invested on December 31, 1988 and reinvestment of dividends.
INDEPENDENT PUBLIC ACCOUNTANTS
As recommended by the Audit Committee, the Board of Directors appointed
KPMG Peat Marwick as the independent public accountants to audit the books and
records of the Company for the year ending December 31, 1994. This firm has been
the independent accountants of record continuously since 1934. It is expected
that a representative of Peat Marwick will be in attendance at the Annual
Meeting to respond to appropriate oral questions of shareholders and to make
such statement as may be desired.
PROPOSALS OF SECURITY HOLDERS
Pursuant to rules of the Securities and Exchange Commission, a shareholder
may present a proposal to be voted on at the 1995 annual meeting of
shareholders; and, provided such proposal meets all of the requirements of the
rules and is received by the Company prior to November 11, 1994, it will be
included in the proxy statement and form of proxy relating to such meeting.
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<PAGE> 23
OTHER BUSINESS
The Annual Meeting is called for the purposes set forth in the Notice. The
Board of Directors does not know of any matter for action by the shareholders at
the meeting other than the matters described in the Notice. However, the
enclosed Proxy confers discretionary authority with respect to matters which are
not known to the Board at the date of printing hereof and which may properly
come before the meeting. It is the intention of the persons named in the Proxy
to vote the Proxy in accordance with their best judgment on any such matter.
By order of the Board of Directors.
JAMES A. MORGAN
SECRETARY
21
<PAGE> 24
EXHIBIT A
PROPOSED
AMENDED 1989 RESTRICTED STOCK INCENTIVE AND OPTION PLAN
PREAMBLE
The purpose of this Plan is to reward executive performance and to build
each participant's equity interest in the stock of Rubbermaid Incorporated by
providing long term incentives and rewards to officers and other employees of
the Company and its subsidiaries who contribute to its continuing success by
their innovation, ability, industry, loyalty and exceptional service.
SECTION I
DEFINITIONS
BENEFICIARY
1.01 "Beneficiary" means a person or entity (including a trust or estate),
designated in writing by a Participant on such forms and in accordance
with such terms and conditions as the Committee may prescribe, to whom the
Participant's Stock Incentives and related rights and privileges under the
Plan shall pass in the event of the death of the Participant.
BOARD OR BOARD OF DIRECTORS
1.02 "Board" or "Board of Directors" means the Board of Directors of Rubbermaid
Incorporated, as constituted from time to time.
CHANGE IN CONTROL
1.03 "Change in Control" means any of the events described in the first
sentence of Section 5.06 of this Plan.
CODE
1.04 "Code" means the Internal Revenue Code of 1986, as amended by the Omnibus
Budget Reconciliation Act of 1993 and as amended and in effect from time
to time thereafter. References to a particular Section of the Code shall
include references to any related Treasury Regulations and to successor
Sections of the Code.
COMMITTEE
1.05 "Committee" means the Compensation and Management Development Committee of
the Board of Directors or such other committee designated by the Board of
Directors to administer the Plan.
COMMON SHARES
1.06 "Common Shares" means common stock of the Company, par value $1.00 per
share.
COMPANY
1.07 "Company" means Rubbermaid Incorporated, an Ohio corporation, its
successors and assigns.
EMPLOYEE
1.08 "Employee" means an employee of the Company or a Subsidiary, regularly
employed on a full-time basis, including an officer or director if he is
such an employee.
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EXCHANGE ACT
1.09 "Exchange Act" means the Securities Exchange Act of 1934, as amended from
time to time.
FAIR MARKET VALUE
1.10 "Fair Market Value" on a particular date means the mean between the high
and low sales price of a Common Share on the New York Stock Exchange on
such date as reported in the principal consolidated transaction reporting
system with respect to securities listed or admitted to trading on the New
York Stock Exchange. If there were no sales on such date reported as
provided above, the respective prices on the most recent prior day on
which a sale was so reported.
In the case of an Incentive Stock Option, if the foregoing method of
determining fair market value should be inconsistent with Section 422 of
the Code, "Fair Market Value" shall be determined by the Committee in a
manner consistent with such Section of the Code and shall mean the value
as so determined.
INCENTIVE STOCK OPTION
1.11 "Incentive Stock Option" means an option, including an Option as the
context may require, intended to meet the requirements of Section 422 of
the Code.
NON-STATUTORY STOCK OPTION
1.12 "Non-Statutory Stock Option" means an option, including an Option as the
context may require, which is not intended to be an Incentive Stock
Option.
OPTION
1.13 "Option" menas an option granted under this Plan to purchase Common
Shares. Options may be Incentive Stock Options or Non-Statutory Stock
Options.
PARTICIPANT
1.14 "Participant" means an officer or other Employee selected by the Committee
to participate in this Plan.
PLAN
1.15 "Plan" means the Rubbermaid Incorporated Amended 1989 Restricted Stock
Incentive and Option Plan set forth in these pages, as amended from time
to time.
RESTRICTED STOCK AWARD OR AWARD
1.16 "Restricted Stock Award" or "Award" means an award of Common Shares of
Rubbermaid Incorporated to a Participant with restrictions as to
disposition and subject to a risk of forfeiture until certain conditions
have been met.
SEC RULE 16B-3
1.17 "SEC Rule 16b-3" means Rule 16b-3 of the Securities and Exchange
Commission promulgated under the Exchange Act, as such rule or any
successor rule may be in effect with respect to Section 16 Persons from
time to time.
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SECTION 16 PERSON
1.18 "Section 16 Person" means a person subject to potential liability under
Section 16(b) of the Exchange Act with respect to transactions involving
equity securities of the Company.
STOCK APPRECIATION RIGHT
1.19 "Stock Appreciation Right" means a right granted under Section VII below.
STOCK INCENTIVE
1.20 "Stock Incentive" means a Restricted Stock Award, an Option or a Stock
Appreciation Right.
SUBSIDIARY
1.21 "Subsidiary" means a corporation or other form of business association of
which shares (or other ownership interests) having more than 50% of the
voting power are owned or controlled, directly or indirectly, by the
Company; provided, however, that in the case of an Incentive Stock Option,
the term "Subsidiary" shall mean a Subsidiary (as defined by the preceding
clause) which is also a "subsidiary corporation" as defined in Section
424(f) of the Code.
SECTION II
PLAN ADMINISTRATION
ADMINISTRATOR
2.01 The Plan shall be administered by the Committee, which shall consist of
two or more directors appointed from time to time by the Board. No person
shall be appointed to or shall serve as a member of such Committee unless
at the time of such appointment and service he shall be a "disinterested
person," as defined in SEC Rule 16b-3. Notwithstanding the foregoing, the
Board may, in its discretion, delegate to a committee of the Board that
does not meet the foregoing requirements any or all of the authority and
responsibility of the Committee with respect to awards of Stock Incentives
to employees who are not Section 16 Persons at the time any such delegated
authority or responsibility is exercised. Such other committee may consist
of two or more directors who may, but need not, be officers or employees
of the Company or of any of its Subsidiaries. To the extent that the Board
has delegated to such other committee the authority and responsibility of
the Committee pursuant to the foregoing, all references to the Committee
in the Plan shall be to such other committee. Unless the Board determines
otherwise, the Committee shall be comprised solely of "outside directors"
within the meaning of Section 162(m)(4)(C)(i) of the Code.
ADMINISTRATIVE POWERS
2.02 The Committee shall have full power to interpret and administer the Plan
and full authority to act in selecting the Participants to whom Stock
Incentives will be granted, in determining the type and amount of Stock
Incentives to be granted to each such Participant, the terms and
conditions of Stock Incentives granted under the Plan and the terms of
agreements which will be entered into with Participants. The Committee
shall have the power to make regulations for carrying out the Plan and to
make changes in such regulations as it from time to time deems proper. Any
interpretation by the Committee of the terms and provisions of the Plan
and any instrument issued thereunder and its administration thereof, and
all action taken by the Committee, shall be final, binding and
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conclusive on the Company, its stockholders, subsidiaries, affiliates, all
Participants, their respective legal representatives, successors and
assigns and upon all other persons claiming under or through any of them.
LIMITATION ON LIABILITY
2.03 Members of the Board of Directors and members of the Committee acting
under the Plan shall be fully protected in relying in good faith upon
information supplied by the management of Rubbermaid Incorporated and the
advice of counsel and shall incur no liability except for gross negligence
or willful misconduct in the performance of their duties.
SECTION III
PLAN SHARES
SHARES SUBJECT TO THE PLAN
3.01 Subject to adjustments as provided in Section IX and the provisions of
Sections 3.02 and 7.07 hereof, the total number of Common Shares as to
which Stock Incentives may be granted under the Plan in each calendar year
during any part of which the Plan is effective shall be one-half of one
percent (0.5%) of the total outstanding Common Shares as of the first day
of such year for which the Plan is in effect; provided that the maximum
number of Common Shares that may be issued or transferred in respect of
Incentive Stock Options granted under this Plan shall be 5,000,000 Common
Shares, and the maximum number of Common Shares with respect to which
Options, Stock Appreciation Rights or other Stock Incentives may be
granted during the life of this Plan to any Employee shall be 50% of the
number of Common Shares available from time to time for Stock Incentive
grants under the Plan. In addition, any shares issued by the Company
through the assumption or substitution of outstanding grants from an
acquired company shall not reduce the shares available for grants under
the Plan. Any shares issued hereunder may consist, in whole or in part, of
authorized and unissued shares, treasury shares, or shares to be
purchased, as the Committee may from time to time determine.
CHARGING OF SHARES
3.02 Subject to the provisions of Section 7.07, if any Common Shares subject to
a Stock Incentive shall not be issued or transferred to an Employee and
shall cease to be issuable or transferable to an Employee because of the
termination, expiration or cancellation, in whole or in part, of such
Stock Incentive or for any other reason, or if any such shares shall,
after issuance or transfer, be reacquired by the Company because of an
Employee's failure to comply with the terms and conditions of a Stock
Incentive, or if any shares shall be surrendered to the Company in payment
of the purchase price of the shares subject to an Option, a number of
shares equal to the number of shares (a) not so issued or transferred, or
(b) reacquired by the Company, or (c) surrendered, as the case may be,
shall no longer be charged against the limitations provided for in
paragraph 3.01 above and may again be made subject to Stock Incentives;
provided that the number of shares not so issued or transferred, any such
reacquired shares and any such surrendered shares may again be made
subject to Stock Incentives for Section 16 Persons only if a forfeiting
Employee received no benefits of ownership such as dividends (but
excluding voting rights) from the shares and SEC Rule 16b-3 would in the
opinion of the Committee otherwise be satisfied.
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SECTION IV
GRANTS OF STOCK INCENTIVES
TYPE OF AWARDS
4.01 Subject to the provisions of the Plan, the Committee may at any time, or
from time to time, grant Restricted Stock Awards, Options, or Stock
Appreciation Rights, or any combination thereof, to any Employee.
TANDEM AWARDS
4.02 The Committee may (but need not) grant any Stock Incentive in tandem with
another Stock Incentive. Tandem Stock Incentives may be granted as either
alternatives or supplements to one another. The terms and conditions of
any such tandem Stock Incentives shall be determined by the Committee,
subject to the provisions of the Plan.
SECTION V
RESTRICTED STOCK AWARDS
PARTICIPANT AGREEMENTS
5.01 Restricted Stock Awards shall be evidenced by Restricted Stock agreements.
Such agreements shall conform to the requirements of the Plan and may
contain such other provisions (including performance targets, supplemental
cash payments and provisions for the protection of Restricted Stock Awards
in the event of mergers, consolidations, dissolutions and liquidations,
affecting either the agreement or the stock issued thereunder) as the
Committee shall deem advisable. Any such cash payments shall be subject to
the limitations of Section 3.01 and charged against such limitations in
the manner provided in Section 7.07 below.
RIGHTS OF PARTICIPANTS
5.02 Subject to the restrictions on transfer and the risk of forfeiture, and
except to the extent the Committee provides otherwise at the time of grant
of a Restricted Stock Award, a Participant who has been granted a
Restricted Stock Award will thereafter have all the rights of a
shareholder, including the right to receive dividends paid on such shares
and to vote such shares unless and until any such shares are forfeited.
Certificates or other evidence of Restricted Stock Awards will be held by
Rubbermaid Incorporated or other designee of the Committee.
DELIVERY OF SHARES
5.03 The Restricted Stock Award agreement shall specify the duration of the
restricted period and the performance and/or employment conditions under
which the Restricted Stock may be forfeited to the Company. If, at the end
of the restricted period, the restrictions imposed hereunder lapse as
provided in the Restricted Stock Award agreement, a certificate
representing the number of Common Shares on which restrictions have lapsed
as well as any other form of compensation provided for in the agreement
will be delivered to the Participant upon compliance by the Participant
with any requirements provided for in the agreement. The Committee may, in
its sole discretion, modify or accelerate the vesting of shares of
restricted stock; provided that this provision shall not apply to any
Restricted Stock Award that the Committee intends to qualify as
performance-based compensation under Code Section 162(m)(4)(C) if and to
the extent that it would prevent the Award from so qualifying.
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FORFEITURE
5.04 Restricted Stock awards will be forfeited if the Participant terminates
employment with the Company, a subsidiary or an affiliate for any reason
other than death or retirement, except that the Committee shall have the
authority to provide for their continuation in whole or in part whenever
in its judgment it shall determine that such continuation is in the best
interests of the Company.
NON-ASSIGNABILITY
5.05 Restricted Stock Awards may not be pledged, assigned or transferred for
any reason during the Participant's lifetime, and any attempt to do so
shall be void and the relevant Award shall be forfeited.
CHANGES IN CONTROL
5.06 If Rubbermaid Incorporated dissolves, sells substantially all of its
assets, is acquired in a sale or exchange whether by tender offer or
otherwise whereby an entity or group of related entities, natural or
artificial, thereafter owns more than 50% of its outstanding Common
Shares, or is a party to a merger or consolidation in which it is not the
surviving corporation, or any entity or person becomes the holder of
twenty percent (20%) or more of the outstanding Common Shares of
Rubbermaid Incorporated, then each outstanding Restricted Stock Award will
become fully vested in each Participant as of the day before such event
occurs. This will result in the lapse of all restrictions on such
Restricted Stock Awards, regardless of any performance target or achieved
performance level, and the Committee may authorize payment of such portion
of any supplemental cash award associated with the Awards as it, in its
sole discretion, deems appropriate.
SECTION VI
OPTIONS
TERMS AND CONDITIONS OF OPTIONS
6.01 Except as otherwise provided in Section 11.07, Options shall be subject to
the provisions set forth in this Section.
PURCHASE PRICE
6.02 Subject to the provisions of Section IX, the price at which each Common
Share may be purchased under an Option shall be not less than 100% of the
Fair Market Value of a Common Share on the date the Option is granted (or
in the case of any optionee who, at the time an Incentive Stock Option is
granted, owns stock possessing more than 10 percent of the total combined
voting power of all classes of stock of his employer corporation or of its
parent or subsidiary corporation, not less than 110% of the Fair Market
Value of a Common Share on the date the Incentive Stock Option is
granted).
PAYMENT OF PURCHASE PRICE
6.03 The purchase price of shares subject to an Option may be paid in whole or
in part (a) in cash, (b) by bank-certified, cashier's or personal check
subject to collection, (c) if so provided in the Option and subject to
such terms and conditions as the Committee may impose, by delivering to
the Company a properly executed exercise notice and instructions to
deliver the resulting stock to a stockbroker that are intended to satisfy
the provisions of Section 220.3(e)(4) of Regulation T issued by the Board
of Governors of the Federal Reserve System as in effect from time to time,
or (d) if so provided in the Option and subject to such terms and
conditions as are specified in the Option, in Common
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Shares or other property surrendered to the Company. Property for purposes
of this paragraph shall include an obligation of the Company unless
prohibited by applicable law. Common Shares thus surrendered shall be
valued at their Fair Market Value on the date of exercise. Any such other
property thus surrendered shall be valued at its fair market value on any
reasonable basis established or approved by the Committee. Any shares
received by the Company in payment of the purchase price of shares subject
to an Option shall be added to the maximum number of shares available for
use under the Plan and the maximum number of shares that may be optioned
or awarded under the Plan to any one employee under Section 3.01 above,
provided that the foregoing provisions of this sentence shall apply to
Section 16 Persons only if and to the extent the Committee determines that
SEC Rule 16b-3 would be satisfied.
CONSIDERATION FOR GRANT OF OPTIONS
6.04 Options may be granted for such lawful consideration, including money or
other property, tangible or intangible, or labor or services received or
to be received by the Company, as the Committee may determine when the
Option is granted. Property for purposes of the preceding sentence shall
include an obligation of the Company unless prohibited by applicable law.
Subject to the foregoing and the other provisions of this Section VI, each
Option may be exercisable in full at the time of grant or may become
exercisable in one or more installments, and at such time or times, as the
Committee may determine. The Committee may at any time accelerate the date
on which an Option becomes exercisable, and no additional consideration
need be received by the Company in exchange for such acceleration. Unless
otherwise provided in the Option, an Option, to the extent it becomes
exercisable, may be exercised at any time in whole or in part until the
expiration or termination of the Option.
CERTAIN LIMITATIONS ON EXERCISE
6.05 Each Option shall be exercisable during the life of the optionee only by
him or his guardian or legal representative, and after death only by his
Beneficiary or, absent a Beneficiary, by his estate or by a person who
acquired the right to exercise the Option by will or the laws of descent
and distribution; provided that an Option of a Section 16 Person and any
Incentive Stock Option may be exercisable after death by a Beneficiary
only if such exercise would be permissible under and consistent with SEC
Rule 16b-3 or Section 422 of the Code, as the case may be. Notwithstanding
any other provision of this Plan, (a) no Option shall be exercisable after
the tenth anniversary of the date the Option was granted, and (b) no
Incentive Stock Option which is granted to any optionee who, at the time
such Option is granted, owns stock possessing more than 10 percent of the
total combined voting power of all classes of stock of his employer
corporation or of its parent or subsidiary corporation, shall be
exercisable after the expiration of five (5) years from the date such
Option is granted. The Company may but need not provide for an Option to
be exercisable after termination of employment until its fixed expiration
date (or until an earlier date or specified event occurs).
INCENTIVE STOCK OPTIONS
6.06 An Option may, but not need, be an Incentive Stock Option. The aggregate
Fair Market Value (determined as of the time the option is granted) of the
stock with respect to which Incentive Stock Options may be exercisable for
the first time by any Employee during any calendar year (under all plans,
including this Plan, of his employer corporation and its parent and
subsidiary corporations) shall not exceed $100,000.
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OPTION INSTRUMENTS
6.07 Each Option shall be evidenced by a written instrument, signed by an
officer of the Company duly authorized to do, which shall contain such
terms and conditions, and shall be in such form, as the Committee shall
determine, provided the instrument is consistent with this Plan and
incorporates it by reference. An Option, if so approved by the Committee,
may include terms, conditions, restrictions and limitations in addition to
those provided for in this Plan including, without limitation, terms and
conditions providing for the transfer or issuance of shares, on exercise
of an Option, which may be non-transferable and forfeitable to the Company
in designated circumstances.
PROVISION APPLICABLE TO CERTAIN HARDSHIP DISTRIBUTIONS
6.08 No Employee shall make any elective contribution or employee contribution
to the Plan (within the meaning of Treasury Regulation Section
1.401(k)-1(d)(2)(iv)(B)(4)) during the balance of the calendar year after
the Employee's receipt of a hardship distribution from a plan of the
Company or a related party within the provisions of Code Section 414(b),
(c), (m) or (o) containing a cash or deferred arrangement under Section
401(k) of the Code, or during the following calendar year. The preceding
sentence shall not apply if and to the extent that the Committee
determines it is not necessary to qualify any such plan as a cash or
deferred arrangement under Section 401(k) of the Code.
CERTAIN CONDITIONS TO EXERCISE
6.09 No option shall be exercisable unless and until the Company (a) obtains
the approval of all regulatory bodies whose approval the Committee may
deem necessary or desirable, and (b) complies with all legal requirements
deemed applicable by the Committee.
DATE OF EXERCISE
6.10 An Option shall be considered exercised if and when written notice, signed
by the person exercising the Option and stating the number of shares with
respect to which the Option is being exercised, is received by the Company
on a properly completed form approved for this purpose by the Committee,
accompanied by full payment of the Option exercise price in one or more of
the forms authorized by the Committee and described in Section 6.03 above
for the number of shares to be purchased. No Option may at any time be
exercised with respect to a fractional share.
SECTION VII
STOCK APPRECIATION RIGHTS
TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS
7.01 Stock Appreciation Rights shall be subject to such terms and conditions,
not inconsistent with the Plan, as shall from time to time be determined
by the Committee and to the terms and conditions set forth in this Section
VII.
TANDEM AND FREE-STANDING RIGHTS
7.02 Stock Appreciation Rights may be granted in connection with all or any
part of an Option, either at the time of the grant of such Option or at
any time thereafter during the term of the Option (in either case, "Tandem
Stock Appreciation Rights"), or may be granted without reference to an
Option ("Free-Standing Stock Appreciation Rights").
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TANDEM RIGHTS
7.03 Tandem Stock Appreciation Rights may be granted either as an alternative
or a supplement to a specified Option (the "related" Option). Each Tandem
Stock Appreciation Right that is granted as an alternative to an Option
shall entitle the holder to receive the amount determined pursuant to
Section 7.06 below if and when he surrenders a related Option to purchase
one Common Share that is then exercisable. Each Tandem Stock Appreciation
Right that is granted as a supplement to an Option shall entitle the
holder to receive the amount determined pursuant to Section 7.06 below if
and when the holder purchases a share under the related Option.
CONSIDERATION FOR GRANT OF RIGHTS
7.04 Stock Appreciation Rights may be granted for such lawful consideration,
including money or other property, tangible or intangible, or labor or
services received or to be received by the Company, as the Committee may
determine when the Rights are granted. Property for purposes of the
preceding sentence shall include an obligation of the Company unless
prohibited by applicable law. Subject to the foregoing and the other
provisions of this Section VII, Stock Appreciation Rights may be
exercisable in full at the time of grant or may become exercisable in one
or more installments, and at such time or times, as the Committee may
determine. The Committee may at any time accelerate the date on which
Stock Appreciation Rights become exercisable, and no additional
consideration need be received by the Company in exchange for such
acceleration. Unless otherwise provided in the Rights, Stock Appreciation
Rights, to the extent they become exercisable, may be exercised at any
time in whole or in part until they expire or terminate.
TERM OF RIGHTS
7.05 No Free-Standing Stock Appreciation Right shall be exercisable after the
tenth anniversary of the date it was granted, and no Tandem Stock
Appreciation Right shall be exercisable after the related Option ceases to
be exercisable. The Committee may but need not provide for Stock
Appreciation Rights to be exercisable after termination of employment
until they expire pursuant to the first sentence of this Section 7.05 (or
until an earlier date or specified event occurs).
PAYMENT UPON EXERCISE
7.06 Upon exercise of Stock Appreciation Rights, the holder thereof shall be
entitled to receive cash or Common Shares or a combination of each, as the
Committee in its sole discretion may determine, equal to the amount by
which the Fair Market Value of a Common Share on the date of such exercise
exceeds the Base Price of the Stock Appreciation Rights, multiplied by the
number of Stock Appreciation Rights exercised; provided that in no event
shall a fractional share be issued. In the case of Tandem Stock
Appreciation Rights, the Base Price shall be the price at which shares may
be purchased under the related Option. In the case of Free-Standing Stock
Appreciation Rights, the Base Price shall be the Fair Market Value of a
Common Share on the date the Rights were granted. The Committee may
provide that, notwithstanding the foregoing, upon exercise of Stock
Appreciation Rights at any time during a period commencing on the third
business day following the date of release for publication of any annual
or quarterly summary statements of the Company's sales and earnings and
ending on the twelfth business day following such date (a "Window
Period"), or during the thirty-day period following a Change in Control (a
"Change in Control Period"), including, without limitation, upon exercise
of Stock Appreciation Rights which expire before the end of the Window
Period or Change in Control Period in which they are exercised, the amount
of cash or shares which a Section 16 Person shall be entitled to receive
shall equal the amount by which the highest Fair Market Value of a Common
Share during such Window Period or such Change
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in Control Period exceeds the Base Price of the Stock Appreciation Rights
multiplied by the number of Stock Appreciation Rights exercised but, in
the case of Stock Appreciation Rights that relate to an Incentive Stock
Option, not in excess of the maximum amount that may be paid under Code
Section 422 without disqualifying such Option as an Incentive Stock
Option.
CHARGING OF SHARES FOR RIGHTS
7.07 The maximum number of shares available for use under the Plan shall be
charged only for the number of shares which are actually issued or
transferred in settlement of Stock Appreciation Rights and for that number
of Common Shares having a Fair Market Value on the date of exercise equal
to the cash payable in settlement of such Rights, except if and to the
extent that the Committee determines that, with respect to Section 16
Persons, SEC Rule 16b-3 requires that a different number of shares be so
charged. In the case of an exercise of a Tandem Stock Appreciation Right
that is alternative to an Option, if the number of Common Shares
previously charged against the maximum number of shares available for use
under the Plan on account of the surrendered portion of the Option exceeds
the number of shares (if any) actually issued or transferred pursuant to
such surrender and that number of common Shares having a Fair Market Value
on the date of exercise equal to any cash payable pursuant to such
surrender, the excess may be added back to the number of shares available
for use under the Plan, provided that the number of shares added back may
be made subject to Stock Incentives for Section 16 Persons only if in the
opinion of the Committee such add-back would satisfy SEC Rule 16b-3.
CERTAIN LIMITATIONS ON EXERCISE OF RIGHTS
7.08 Stock Appreciation Rights shall be exercisable during the life of the
Employee only by him or his guardian or legal representative, and after
death only by his Beneficiary or, absent a Beneficiary, by his estate or
by a person who acquired the Stock Appreciation Rights by will or the laws
of descent and distribution; provided that Stock Appreciation Rights of a
Section 16 Person and Stock Appreciation Rights tandem to an Incentive
Stock Option may be exercisable after death by a Beneficiary only if such
exercise would be, in the opinion of the Committee, permissible under and
consistent with SEC Rule 16b-3 or Section 422 of the Code, as the case may
be.
STOCK APPRECIATION RIGHT INSTRUMENTS
7.09 Each Stock Appreciation Right shall be evidenced by a written instrument,
which shall contain such terms and conditions, and shall be in such form,
as the Committee shall determine, provided the instrument is consistent
with the Plan and incorporates it by reference.
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SECTION VIII
CERTAIN CHANGE IN CONTROL, TERMINATION OF EMPLOYMENT
AND DISABILITY PROVISIONS
8.01 Notwithstanding any provision of the Plan to the contrary, any Option or
Stock Appreciation Right which is outstanding but not yet exercisable at
the time of a Change in Control shall become exercisable at that time;
provided that if such Change in Control occurs less than six months after
the date such Option or Right was granted and if the consideration for
which such Option or Right was granted consisted in whole or in part of
future services, then such Option or Right shall become exercisable at the
time of such Change in Control only if the Participant agrees in writing
(if requested to do so by the Committee in writing) to remain in the
employ of the Company or a Subsidiary at least through the date which is
six months after the date such Option or Right was granted with
substantially the same title, duties, authority, reporting relationships
and compensation as on the day immediately preceding the Change in
Control. Any Option affected by the preceding sentence shall remain
exercisable until it expires or terminates pursuant to its terms and
conditions. Subject to the foregoing provisions of this Section VIII, the
Committee may at any time, and subject to such terms and conditions as it
may impose:
(a) authorize the holder of an Option or Stock Appreciation Right to
exercise the Option or Stock Appreciation Right following the termination
of the Participant's employment with the Company and its Subsidiaries, or
following the Participant's disability, whether or not the Option or Stock
Appreciation Right would otherwise be exercisable following such event,
provided that in no event may an Option or Right be exercised after the
expiration of its term;
(b) grant Options and Stock Appreciation Rights which become
exercisable only in the event of a Change in Control;
(c) provide for Stock Appreciation Rights to be exercised automatically
and only for cash in the event of a Change in Control; and
(d) provide in advance or at the time of a Change in Control for cash
to be paid in settlement of any Option, Stock Appreciation Right or
Restricted Stock Award in the event of a Change in Control, either at the
election of the Participant or at the election of the Committee.
SECTION IX
ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
ADJUSTMENTS TO BE MADE
9.01 In the event of a reorganization, recapitalization, stock split, stock
dividend, combination of shares, merger, consolidation or any other change
in the corporate structure of the Company affecting Common Shares, or a
sale by the Company of all or part of its assets other than in the normal
course of business, or any distribution to stockholders other than a
normal cash dividend, the Committee shall make appropriate adjustments in
the number and kind of shares authorized by the Plan and any adjustments
to outstanding Restricted Stock Awards, Options and Stock Appreciation
Rights (including adjustments in the purchase price or Base Price thereof
and in the number and kind of shares issuable thereunder) as it determines
appropriate; provided that any such adjustments affecting Incentive Stock
Options shall comply with Sections 422 and 424 of the Code.
A-11
<PAGE> 35
SECTION X
PLAN EXISTENCE; PLAN AMENDMENTS
EFFECTIVE DATE AND TERMINATION
10.01 The Plan shall become effective on April 26, 1994, subject to shareholder
approval that meets the applicable requirements of SEC Rule 16b-3 with
respect to Section 16 Persons and of Section 162(m)(4)(C)(ii) of the Code.
If not so approved, the Plan and any Stock Incentive granted thereunder
shall be null and void. If so approved, the Plan shall remain in full
force and effect until all shares authorized to be issued or transferred
hereunder have been exhausted or until the Plan is sooner terminated by
the Board of Directors, and shall continue in effect thereafter with
respect to any Stock Incentives outstanding at the time of such
termination. In no event shall an Incentive Stock Option be granted under
the Plan more than ten (10) years from the date the Plan is adopted by the
Board, or the date the Plan is approved by the shareholders of the
Company, whichever is earlier.
AMENDMENT AND TERMINATION
10.02 Subject to any applicable shareholder approval requirements of Ohio law,
the Plan may be amended by the Board of Directors at any time and in any
respect, including without limitation to qualify Stock Incentives
hereunder as performance-based compensation under Code Section
162(m)(4)(C) and to permit or facilitate qualification of Options
theretofore or thereafter granted as Incentive Stock Options under the
Code, provided that, without stockholder approval, no amendment shall (a)
materially increase the benefits accruing to Section 16 Persons who are
participants under the Plan within the meaning of SEC Rule 16b-3, (b)
increase the aggregate number of shares which may be issued under
Incentive Stock Options under the Plan within the meaning of Proposed
Treasury Regulation Section 1.422A-2(b)(3)(iv) or its successor, (c)
materially increase the number of securities which may be issued to
Section 16 Persons under the Plan within the meaning of SEC Rule 16b-3,
(d) materially modify the requirements as to eligibility for participation
in the Plan by Section 16 Persons within the meaning of SEC Rule 16b-3, or
(e) change the material terms of a performance goal that were previously
approved by shareholders within the meaning of Proposed Treasury
Regulation Section 1.162-27(e)(4)(vi) or a successor provision, unless the
board shall determine that such approval is not necessary to avoid loss of
a deduction under Section 162(m) of the Code, will not avoid such a loss
of deduction or is not advisable. The Plan may also be terminated at any
time by the Board of Directors. No amendment or termination of this Plan
shall adversely affect any Stock Incentive granted prior to the date of
such amendment or termination without the written consent of the
Participant.
SECTION XI
GENERAL
GENERAL PROVISIONS
11.01 Any provision of the Plan to the contrary notwithstanding, any derivative
security issued under the Plan (within the meaning of paragraph (a)(2) of
SEC Rule 16b-3 as amended in SEC Release No. 34-28869), including without
limitation any Option or Stock Appreciation Right, shall not be
transferable by the Participant other than by will or the laws of descent
and distribution or to a Beneficiary designated by the Participant.
Any purported transfer of a derivative security to a Beneficiary by a
Section 16 Person, and any purported transfer of an Incentive Stock Option
to a Beneficiary, shall be effective only if such transfer is, in the
opinion of the Committee, permissible under and consistent with SEC Rule
16b-3 or Section 422 of the Code, as the case may be.
A-12
<PAGE> 36
Notwithstanding the foregoing, a Participant may transfer any Stock
Incentive granted under this Plan, other than an Incentive Stock Option or
any other Stock Incentive that is tandem to an Incentive Stock Option, to
members of his immediate family (defined as his children, grandchildren
and spouse) or to one or more trusts for the benefit of such family
members or partnerships in which such family members are the only partners
if (and only if) the instrument evidencing such Stock Incentive expressly
so provides (or is amended to so provide) and the Participant does not
receive any consideration for the transfer; provided that any such
transferred Stock Incentive shall continue to be subject to the same terms
and conditions that were applicable to such Stock Incentive immediately
prior to its transfer (except that such transferred Stock Incentive shall
not be further transferable by the transferee INTER VIVOS) and provided,
further, that the foregoing provisions of this sentence shall not apply to
any Section 16 Person unless and until SEC Rule 16b-3 as amended in SEC
Release No. 34-28869 becomes effective with respect to the Plan.
11.02 Nothing contained in the Plan, nor in any instrument issued pursuant to
the Plan, shall confer upon any Participant any right with respect to
continuance of employment by the Company, a subsidiary or affiliate, nor
interfere in any way with the right of the Company, a subsidiary or
affiliate to terminate the employment of any Participant at any time or
without assigning any reason therefor.
11.03 For purposes of this Plan, transfer of employment between the Company and
its subsidiaries and affiliates shall not be deemed termination of
employment subject, in the case of Incentive Stock Options and any Rights
tandem thereto, to any applicable provisions of Sections 422 and 424 of
the Code.
11.04 The Company and its Subsidiaries may make such provisions as they may deem
appropriate for the withholding of any taxes which they determine are
required to be withheld in connection with any Stock Incentive. Without
limiting the foregoing, the Committee may, subject to such terms and
conditions as it may impose, permit or require any withholding tax
obligation arising in connection with the grant, exercise, vesting,
distribution or payment of any Stock Incentive to be satisfied in whole or
in part, with or without the consent of the Participant, by having the
Company withhold all or any part of the Common Shares that vest or would
otherwise be distributed at such time. Any shares so withheld shall be
valued at their Fair Market Value on the date of such withholding.
11.05 No person (individually or as a member of a group), and no Beneficiary or
other person claiming under or through him, shall have any right, title or
interest in or to any Common Shares allocated or reserved for the purposes
of this Plan, or subject to any Stock Incentive, except as to such Common
Shares, if any, as shall have been issued or transferred to him.
11.06 If any day on or before which action under the Plan must be taken falls on
a Saturday, Sunday or legal holiday, such action may be taken on the next
succeeding day not a Saturday, Sunday or legal holiday.
11.07 Without amending the Plan, Stock Incentives may be granted to Participants
who are foreign nationals or employed outside the United States or both,
on such terms and conditions different from those specified in the Plan as
may, in the judgment of the Committee, be necessary or desirable to
further the purpose of the Plan.
11.08 The committee may amend any outstanding Stock Incentive to the extent it
deems appropriate. Such amendment may be unilateral by Rubbermaid
Incorporated, except in the case of amendments adverse to the Participant,
in which case the Participant's consent is required to any such amendment.
11.09 Any provision of the Plan to the contrary notwithstanding, and except to
the extent that the Committee determines otherwise: (a) transactions by
and with respect to Section 16
A-13
<PAGE> 37
Persons under the Plan shall comply with any applicable conditions of SEC
Rule 16b-3, (b) transactions with respect to persons whose remuneration is
subject to the provisions of Section 162(m) of the Code shall conform to
the requirements of Section 162(m)(4)(C) of the Code, and (c) every
provision of the Plan shall be administered, interpreted and construed to
carry out (a) and (b) hereof.
11.10 Notwithstanding any provision of the Plan to the contrary, (a) the Plan is
intended to give the Committee the authority to grant Stock Incentives
hereunder that qualify as performance-based compensation under Code
Section 162(m)(4)(C) and that do not so qualify. Every provision of the
Plan shall be administered, interpreted and construed to carry out such
intention and any provision that cannot be so administered, interpreted
and construed shall to that extent be disregarded; and (b) any provision
of the Plan that would prevent a Stock Incentive that the Committee
intends to qualify as performance-based pay under Code Section
162(m)(4)(C) from so qualifying shall be administered, interpreted and
construed to carry out such intention and any provision that cannot be so
administered, interpreted and construed shall to that intent be
disregarded.
11.11 The validity, construction, interpretation and administration of the Plan
and of any determinations or decisions made thereunder, and the rights of
all persons having or claiming to have any interest therein or thereunder,
shall be governed by, and determined exclusively in accordance with, the
laws of the State of Ohio, but without giving effect to the principles of
conflicts of laws thereof. Without limiting the generality of the
foregoing, the period within which any action arising under or in
connection with the Plan must be commenced, shall be governed by the laws
of the State of Ohio, without giving effect to the principles of conflicts
of laws thereof, irrespective of the place where the act or omission
complained of took place and of the residence of any party to such action
and irrespective of the place where the action may be brought.
11.12 The use of the masculine gender shall also include within its meaning the
feminine. The use of the singular shall include within its meaning the
plural and vice versa.
A-14
<PAGE> 38
RUBBERMAID INCORPORATED
BOARD OF DIRECTORS PROXY FOR ANNUAL MEETING, APRIL 26, 1994
P
The undersigned, having received the Notice of Meeting and Proxy
R Statement, hereby makes, constitutes, and appoints Tom H. Barrett,
Zoe Coulson and Steven A. Minter, and each of them (with
O full power of substitution respectively), true and lawful attorneys
and proxies for the undersigned to attend the Annual Meeting to be
X held on April 26, 1994, at Wooster, Ohio, and any adjournments
thereof.
Y
The Proxy when properly executed will be voted in the manner
directed; if no direction is made this proxy will be voted FOR
Director Nominees and FOR proposals 2, 3 and 4 and AGAINST
proposal 5. In their discretion the parties are also authorized
to vote upon such other matters as may properly come before the
meeting.
<TABLE>
<S> <C>
Election of Directors, Nominees:
Horn, Nicholson, Gault, Marohn and Schmitt
</TABLE>
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICE BY MARKING THE APPROPRIATE
BOXES, SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH
TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS.
YOUR SHARES CANNOT BE VOTED UNLESS YOU SIGN AND RETURN THIS CARD.
SEE REVERSE
SIDE
<PAGE> 39
<TABLE>
<S> <C>
[X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1. Election of FOR WITHHELD 2. To approve the FOR AGAINST ABSTAIN 4. To approve the Amended FOR AGAINST ABSTAIN
Directors [ ] [ ] Management [ ] [ ] [ ] 1989 Restricted Stock [ ] [ ] [ ]
(see reverse) Incentive Plan. Incentive and Option Plan.
For, except vote withheld 3. To approve the [ ] [ ] [ ] 5. To consider a shareholder [ ] [ ] [ ]
from the following nominee(s): Chief Executive proposal concerning the
Officer Incentive voting of proxies.
Plan.
__________________________________
Change [ ]
of
Address
Send [ ]
ticket to
Attend
Meeting
SIGNATURE(S) ____________________________________________________ DATE ________
SIGNATURE(S) ____________________________________________________ DATE ________
NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.
</TABLE>
