<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF
1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_]CONFIDENTIAL, FOR USE OF THE
[_] Preliminary Proxy Statement COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
ADE CORPORATION
-----------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-----------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange ActRule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
[ADE LOGO HERE]
August 19, 1996
Dear Fellow Stockholder:
We cordially invite you to attend the 1996 Annual Meeting of Stockholders of
ADE Corporation (the "Company") to be held on Thursday, September 19, 1996 at
3:00 p.m. at the Sheraton Needham located at 100 Cabot Street, Needham,
Massachusetts.
At the meeting, you are being asked to elect six directors to serve until
the next Annual Meeting of Stockholders, to approve the ADE Corporation
Employee Stock Purchase Plan and to approve the selection of Price Waterhouse
LLP as the Company's independent accountants for the 1997 fiscal year. The
Notice of Annual Meeting of Stockholders and Proxy Statement that accompany
this letter describe in detail the matters that will be presented at the
meeting.
Your vote is important regardless of the number of shares you own. We urge
you to complete, sign, date and return promptly the enclosed proxy card in the
prepaid envelope provided, whether or not you plan to attend the meeting in
person. This will ensure your proper representation at the meeting.
Thank you for giving these materials your careful consideration.
Sincerely,
/s/ Robert C. Abbe
-----------------------------
President and Chief Executive
Officer
<PAGE>
ADE CORPORATION
77 ROWE STREET
NEWTON, MASSACHUSETTS 02166
(617) 969-0600
----------------
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
SEPTEMBER 19, 1996
Notice is hereby given that the 1996 Annual Meeting of Stockholders of ADE
Corporation, a Massachusetts corporation (the "Company"), will be held on
Thursday, September 19, 1996 at 3:00 p.m. at the Sheraton Needham located at
100 Cabot Street, Needham, Massachusetts for the following purposes:
1. To elect six directors to serve until the next Annual Meeting of
Stockholders and until their successors are elected and qualified.
2. To approve the ADE Corporation Employee Stock Purchase Plan.
3. To approve the selection of Price Waterhouse LLP as the Company's
independent accountants for the 1997 fiscal year.
4. To consider and act upon such other business as may properly come before
the meeting.
Reference is hereby made to the accompanying Proxy Statement for more
complete information concerning the matters to be acted upon at the meeting.
Only stockholders of record of the Company's Common Stock at the close of
business on August 12, 1996 will be entitled to vote at the Annual Meeting and
any adjournments thereof.
STOCKHOLDERS ARE REQUESTED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED
PROXY CARD IN THE ENCLOSED ENVELOPE.
By Order of the Board of Directors
Willard G. McGraw, Jr.
Clerk
August 19, 1996
<PAGE>
ADE CORPORATION
77 ROWE STREET
NEWTON, MA 02166
(617) 969-0600
PROXY STATEMENT
FOR 1996 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD SEPTEMBER 19, 1996
This Proxy Statement, with the enclosed proxy card, is being furnished to
stockholders of ADE Corporation ("ADE" or the "Company"), a Massachusetts
corporation, in connection with the solicitation by the Company's Board of
Directors (the "Board") of proxies to be voted at the Company's 1996 Annual
Meeting of Stockholders to be held on September 19, 1996 at 3:00 p.m. at the
Sheraton Needham, 100 Cabot Street, Needham, Massachusetts and at any
adjournments thereof (the "Meeting").
This Proxy Statement and the enclosed proxy card are first being mailed or
otherwise furnished to stockholders of the Company on or about August 19,
1996. The Annual Report to Stockholders for the fiscal year ended April 30,
1996 is being mailed to the stockholders with this Proxy Statement, but does
not constitute a part hereof.
Proxies may be solicited by Directors, officers and employees of the Company
by mail, by telephone, in person or otherwise. No such person will receive
additional compensation for such solicitation. In addition, the Company will
request banks, brokers and other custodians, nominees and fiduciaries to
forward proxy materials to the beneficial owners of Common Stock and will
obtain voting instructions from such beneficial owners. The Company will
reimburse those firms for their reasonable expenses in forwarding proxy
materials and obtaining voting instructions.
When the proxy card of a stockholder is duly executed and returned, the
shares represented thereby will be voted in accordance with the voting
instructions given on the proxy by the stockholder. If no such voting
instructions are given on a proxy card with respect to one or more proposals,
the shares represented by that proxy card will be voted, in the election of
directors, for the nominees named herein, and with respect to other proposals,
in accordance with the recommendations of the Board. Stockholders may revoke
their proxies at any time prior to any vote at the Meeting by written notice
to the Clerk of the Company at or before the Meeting, by submission of a duly
executed proxy card bearing a later date or by voting in person by ballot at
the Meeting.
VOTING SECURITIES
Holders of Common Stock of record on the books of the Company at the close
of business on August 12, 1996 (the "Record Date") are entitled to notice of
and to vote at the Meeting. At the Record Date, there were issued and
outstanding 7,623,316 shares of Common Stock, each of which entitles the
holder to one vote on each matter submitted to a vote at the Meeting.
The proxy card provides space for a stockholder to withhold voting for any
or all nominees for the Board of Directors or to abstain from voting for any
proposal if the stockholder chooses to do so. The holders of a majority of all
shares of Common Stock issued and outstanding and entitled to vote at the
Meeting shall constitute a quorum for the transaction of business. A plurality
of the votes cast in person or by proxy is required for election of directors.
The affirmative vote of a majority of the votes cast in person or by proxy at
the Meeting is required for all other matters. Abstentions and broker non-
votes are not counted in determining the number of votes cast in connection
with any voting matter.
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
NOMINEES FOR DIRECTOR
The By-Laws of the Company provide for a Board consisting of such number of
directors, not less than three nor more than nine, as may be fixed from time
to time by the Board. The Board has fixed the number of directors to
constitute the full Board for the ensuing year at six, all of whom are to be
elected at the Meeting to serve until the next Annual Meeting of Stockholders
and until their respective successors are elected and qualified.
Robert C. Abbe, Harris Clay, Landon T. Clay, H. Kimball Faulkner, Francis B.
Lothrop, Jr. and Kendall Wright, all of whom are currently serving as
directors, have been nominated for election to the Board at the Meeting.
Shares represented by proxies will be voted for the election as directors of
those nominees unless otherwise specified in the proxy. If any of the nominees
for election to the Board should, for any reason not now anticipated, not be
available to serve as such, proxies will be voted for such other candidate as
may be designated by the Board unless the Board reduces the number of
directors. The Board has no reason to believe that any of the nominees will be
unable to serve if elected.
Set forth below is information with respect to each nominee for election to
the Board of Directors at the Meeting.
Robert C. Abbe, age 58, founded the Company in 1967. Since that time, he has
served as President, Chief Executive Officer and a director of the Company.
Mr. Abbe received an AB in Physics from Harvard College.
Harris Clay, age 69, has been a director of the Company since 1970. He has
been self-employed as a private investor during the past five years. Mr. Clay
received an AB from Harvard College.
Landon T. Clay, age 70, has been a director of the Company since 1970 and
Chairman of the Board since 1979. Since 1971, he has served as Chairman of
Eaton Vance Corp., a mutual fund management and distribution company. Mr. Clay
is also a director of Dakota Mining Corp. Mr. Clay received an AB from Harvard
College. Mr. Clay and Harris Clay are brothers.
H. Kimball Faulkner, age 65, has been a director of the Company since 1970
and has been a self-employed small business consultant during the past five
years. Mr. Faulkner received an AB from Harvard College and a MBA from the
University of Virginia.
Francis B. Lothrop, Jr., age 67, has been a director of the Company since
1972. Since 1985, he has served as Chairman of Tech-Ceram Corporation, a
manufacturer of electronic ceramic packaging. Mr. Lothrop received an AB from
Harvard College and a MBA from Northeastern University.
Kendall Wright, age 70, has been a director of the Company since 1983 and
has been a business, marketing and operations management consultant during the
past five years. Mr. Wright received a BS from the Massachusetts Institute of
Technology.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the fiscal year ended April 30, 1996, the Board held 11 meetings.
Each of the directors attended more than 75% of the Board meetings and
meetings of committees of the Board of which he was a member.
The Audit Committee, composed of Harris Clay and Messrs. Lothrop and
Faulkner, meets periodically with the Company's independent auditors to review
the scope of the annual audit, to discuss the adequacy of internal accounting
controls and procedures and to perform general oversight with respect to the
accounting principles applied in the financial reporting of the Company. The
Audit Committee held one meeting during fiscal 1996.
2
<PAGE>
The Compensation Committee, composed of Landon T. Clay and Messrs. Lothrop
and Wright, administers the Company's stock option and compensation plans and
recommends to the full Board the amount, character and method of payment of
compensation of all executive officers and certain other key employees and
consultants of the Company. The Compensation Committee held three meetings
during fiscal 1996.
The Nominating Committee, composed of Mr. Abbe, Harris Clay and Landon T.
Clay, recommends the criteria for the composition of the Board and size of the
Board and seeks out and recommends nominees for directors to be submitted to a
vote of stockholders. The Nominating Committee did not meet in fiscal 1996.
The Nominating Committee will consider nominees recommended in writing by
stockholders if certain information is provided regarding the nominees.
Recommendations by stockholders should be submitted to the Nominating
Committee, in care of the President of the Company.
BOARD RECOMMENDATION
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
ELECTION OF THE NOMINEES TO THE BOARD OF DIRECTORS. A PLURALITY OF THE VOTES
CAST IN PERSON OR BY PROXY AT THE MEETING IS REQUIRED TO ELECT EACH NOMINEE AS
DIRECTOR.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth information regarding beneficial ownership of
the Company's Common Stock as of August 12, 1996, by (i) each person known to
the Company to be the beneficial owner of more than 5% of the Company's Common
Stock on that date, (ii) each director, (iii) each executive officer listed in
the Summary Compensation Table below and (iv) all directors and current
executive officers as a group.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY PERCENTAGE
NAME OWNED(1) OF TOTAL
---- ------------ ----------
<S> <C> <C>
Landon T. Clay(2).................................. 1,791,918 23.5%
Harris Clay........................................ 929,302 12.2%
Robert C. Abbe(3).................................. 562,152 7.4%
H. Kimball Faulkner................................ 120,000 1.6%
Francis B. Lothrop, Jr............................. 60,000 *
Kendall Wright(4).................................. 34,372 *
Michael J. Ellsworth(5)............................ 108,400 1.4%
John W. Schmits(6)................................. 17,000 *
Neil H. Golden(7).................................. 4,000 *
Michael E. Fossey(7)............................... 12,000 *
All directors and officers as a group
(11 persons)(8).................................... 3,706,632 47.4%
</TABLE>
- --------
* Less than one percent.
(1) Beneficial ownership of shares for purposes hereof, as determined in
accordance with applicable Securities and Exchange Commission rules,
includes shares of Common Stock as to which a person has or shares voting
power and/or investment power. All amounts shown in this column include
shares obtainable upon exercise of stock options exercisable within 60
days from the date of this table.
(2) Includes 242,756 shares held in various trusts for the benefit of Mr.
Clay's children and 95,500 shares held by Investors Bank and Trust Company
as trustee of a profit sharing plan, as to all of which shares Mr. Clay
has shared voting and dispositive power, and 5,560 shares held by Mr.
Clay's children, as to which Mr. Clay disclaims beneficial ownership.
3
<PAGE>
(3) Includes 160,000 shares of Common Stock held by Dr. Elizabeth Baker, Mr.
Abbe's wife, as to which Mr. Abbe disclaims beneficial ownership.
(4) Includes 30,000 shares of Common Stock issuable pursuant to presently
exercisable stock options.
(5) Represents 16,484 shares of Common Stock held by Barbara J. Ellsworth, Mr.
Ellsworth's wife, as to which Mr. Ellsworth disclaims beneficial
ownership, and 91,916 shares of Common Stock issuable pursuant to
presently exercisable stock options.
(6) Mr. Schmits resigned from the Company effective April 30, 1996.
(7) Represents shares of Common Stock issuable pursuant to presently
exercisable stock options.
(8) Includes an aggregate of 177,116 shares of Common Stock issuable pursuant
to presently exercisable stock options.
The address of all persons listed above is c/o ADE Corporation, 77 Rowe
Street, Newton, Massachusetts 02166
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
directors, officers, and persons who are beneficial owners of more than ten
percent of the Company's Common Stock to file with the Securities and Exchange
Commission (the "Commission") reports of their ownership of the Company's
securities and of changes in that ownership. To the Company's knowledge, based
upon a review of copies of reports filed with the Commission with respect to
the fiscal year ended April 30, 1996, all reports required to be filed under
Section 16(a) by the Company's directors and officers and persons who were
beneficial owners of more than ten percent of the Company's Common Stock were
timely filed, except that an initial report of beneficial ownership on Form 3
was not timely filed by Michael E. Fossey, Vice President and General Manager
of ADE Optical Systems, and reports on Form 5 were not timely filed by each of
Neil H. Golden, Vice President of Sales and Support, and Mark D. Shooman, Vice
President and Chief Financial Officer, in connection with certain stock option
grants.
4
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth all compensation received for services
rendered to the Company for the fiscal years ended April 30, 1996 and 1995, by
the Company's Chief Executive Officer and each of the four most highly
compensated executive officers, other than the Chief Executive Officer, whose
annual salary and bonus for the fiscal year ended April 30, 1996 exceeded
$100,000 (collectively, the "Named Executives").
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------------------------ -------------
NUMBER OF
SHARES
OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1)(2) STOCK OPTIONS COMPENSATION(3)
- --------------------------- ---- -------- -------- ------------------ ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Robert C. Abbe........... 1996 $175,000 $187,946 -- -- $3,089
President and Chief 1995 143,850 79,380 -- -- 2,160
Executive Officer
Michael J. Ellsworth..... 1996 165,000 42,934 -- -- 2,329
Vice President and Chief 1995 150,000 5,799 -- 270,000 2,171
Operating Officer
John W. Schmits(4)....... 1996 145,531 37,434 $22,443 -- 2,248
Senior Vice President 1995 125,000 4,729 14,803 40,000 2,204
and General Manager of
AOS
Michael E. Fossey(5)..... 1996 134,910 35,000 -- 10,000 2,671
Vice President and 1995 -- -- -- -- --
General Manager of AOS
Neil H. Golden(6)........ 1996 121,950 32,177 -- 5,000 1,432
Vice President of Sales 1995 10,256 2,500 -- 20,000 --
and Support
</TABLE>
- --------
(1) In accordance with the rules of the Securities and Exchange Commission,
other compensation in the form of perquisites and other personal benefits
has been omitted in those instances where such perquisites and other
personal benefits constituted less than the lesser of $50,000 or 10% of
the total of annual salary and bonus for the Named Executive for the
fiscal year.
(2) Represents travel allowances made by the Company to the Named Executive.
(3) Represents matching contributions made by the Company on behalf of the
Named Executive to the Company's 401(k) Plan.
(4) Mr. Schmits resigned from the Company effective April 30, 1996.
(5) Mr. Fossey was appointed Vice President and General Manager of AOS in
January 1996.
(6) Mr. Golden joined the Company in March 1995.
5
<PAGE>
OPTION GRANTS IN THE LAST FISCAL YEAR
The following table provides certain information with respect to options
under the Company's stock option plans granted to each of the Named Executives
during the fiscal year ended April 30, 1996.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK PRICE
APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM (2)
----------------------------------------------- --------------------
NUMBER OF
SECURITIES PERCENT OF TOTAL
UNDERLYING OPTIONS GRANTED
OPTIONS TO EMPLOYEES IN EXERCISE EXPIRATION
NAME GRANTED(1) FISCAL YEAR PRICE DATE 5% 10%
---- ---------- ---------------- -------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Robert C. Abbe.......... -- -- -- -- -- --
Michael J. Ellsworth.... -- -- -- -- -- --
John W. Schmits......... -- -- -- -- -- --
Michael E. Fossey....... 10,000 7.27% $14.75 2/27/06 $ 92,761 $ 235,076
Neil H. Golden.......... 5,000 3.64 14.75 2/27/06 46,380 117,538
</TABLE>
- --------
(1) Options vest in equal annual increments over five years commencing on the
date of grant.
(2) As required by rules of the Securities and Exchange Commission, potential
values stated are on the prescribed assumption that the Company's Common
Stock will appreciate in value from the date of grant to the end of the
option term at annualized rates of 5% and 10%. These hypothesized values
are not intended to forecast possible future appreciation, if any, in the
Company's Common Stock.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table provides certain information with respect to option
exercises by the Named Executives during the fiscal year ended April 30, 1996
and the value of unexercised options held by the Named Executives at April 30,
1996.
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FISCAL YEAR-END FISCAL YEAR-END
SHARES ACQUIRED VALUE ------------------------- -------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert C. Abbe.......... -- -- -- -- -- --
Michael J. Ellsworth.... 70,084 $805,966 37,916 162,000 $450,252 $1,923,749
John W. Schmits......... 24,000 266,000 -- -- -- --
Michael E. Fossey....... 4,000 44,800 4,000 42,000 46,300 382,900
Neil H. Golden.......... -- -- 4,000 21,000 46,300 191,450
</TABLE>
DIRECTOR COMPENSATION
The Company's non-employee directors are reimbursed for expenses and receive
$200 for each Board meeting attended. Directors are given the option to
receive shares of the Company's Common stock in lieu of cash compensation.
6
<PAGE>
REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors (the "Committee") is
responsible for establishing and administering compensation policies for all
executive officers of the Company, including the Chief Executive Officer, and
for making specific recommendations regarding compensation for such executive
officers to the full Board. The Committee is composed of Landon T. Clay,
Francis B. Lothrop, Jr. and Kendall Wright, none of whom are officers or
employees of the Company. ADE's Chief Executive Officer, Robert C. Abbe,
participates in discussions with the Committee regarding the compensation
levels of executive officers, other than his own.
The Company provides its executive officers with a compensation package
consisting of a base salary, annual incentive compensation in the form of cash
bonuses and equity-based incentive compensation in the form of stock options.
The overall objectives of the Company's compensation policies are (i) to
establish base salaries which are competitive with those payable by companies
with which ADE competes in the marketplace and in the recruitment of
executives, (ii) to relate a significant part of the executive's compensation
to his and the Company's performance through cash bonuses based on the
achievement of pre-established profitability and other operating targets and
(iii) to align management's interests with those of the Company's stockholders
through the use of stock options at percentage levels appropriate for
executive positions within the Company.
In setting compensation levels for fiscal 1996, the Committee conducted a
review of data from two independent surveys, the 1995 American Electronics
Association Executive Compensation Survey, which covered companies in the
electronics industry, and the 1995 Executive Salary Surveys compiled by the
Survey Group, which covered manufacturing companies from technical and
nontechnical industry sectors (together, the "Independent Survey Data"). The
Committee also reviewed the compensation paid to executive officers at a
selected peer group of semiconductor equipment companies which (i) compete
with ADE in the marketplace, (ii) are comparable to ADE in terms of workforce
size, product offerings or revenues and (iii) compete with ADE for executive
talent (the "Selected Peer Group Data") (the Independent Survey Data and the
Selected Peer Group Data will be referred to together as the "Survey Data").
The companies included in the Survey Data generally are not the same as those
in the peer group index in the Stock Performance Graph included in this Proxy
Statement.
BASE SALARIES
Base salaries for fiscal 1996 for ADE's executive officers were set by the
Committee based on the responsibilities of the position held and the
experience and performance of the individual and by reference to the
information regarding competitive salaries contained in the Survey Data. The
Committee determined that, in general, the base salaries of the Company's
executive officers were low in comparison to comparable executives included in
the Survey Data. The Committee determined to increase base salaries of the
Company's executive officers for fiscal 1996 in an amount which would put base
salaries closer to the average level for comparable executives included in the
Survey Data.
EXECUTIVE BONUSES
All of the Company's executive officers are eligible to receive annual cash
bonuses. Bonuses awarded in fiscal 1996 were based on both objective and
subjective factors. Bonuses for executive officers who were responsible for
managing one of the Company's business units were based on achievement of the
business unit's growth and profitability targets in the fiscal year. Bonuses
for executive officers who were responsible for sales of the Company's
products were based on the achievement of targeted order rates. The Chief
Executive Officer's bonus was based on a fixed percentage of the Company's
operating income. All other executive officers, including the Chief Operating
Officer, as well as all other full-time, regular employees of the Company,
7
<PAGE>
participated in the Company's bonus pool, the total amount of which is
determined by a fixed percentage of pre-tax profit in excess of a threshold
corresponding to a targeted rate of return on invested capital. Allocations
under the bonus pool were based on the subjective judgment of the Committee of
the relative contributions to the Company's performance of various
participating employee classes. No bonus is payable under the bonus pool
unless the return on capital threshold is achieved.
STOCK OPTIONS
The Committee also is responsible for administration of the Company's stock
option and stock purchase plans and the granting of rights thereunder. Stock
option grants are based on the Committee's subjective evaluation of each
executive officer's performance and contribution to the Company, the executive
officer's position and responsibilities and the executive officer's attitude
and role as a leader. The Committee also considers, but does not weigh as
heavily, each executive officer's potential for greater contribution to ADE in
the future and length of service with the Company. Finally, the Committee
considers the executive stock ownership levels reported by executives included
in the Selected Peer Group Data. Generally, stock options are granted with an
exercise price equal to the market price of the Common Stock on the date of
grant and vest over five years. This approach is designed to act as an
incentive for the creation of stockholder value and management stability over
the long term, since the full benefit of the compensation package cannot be
realized unless and until stock price appreciation occurs over a number of
years. The Committee granted stock options to three executive officers during
fiscal 1996.
CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. Abbe's 1996 base salary of $175,000 represented an increase of
approximately 22% over his 1995 salary. This increase was based on the
Committee's review of the information regarding chief executive officer
salaries contained in the Survey Data. The Committee felt that Mr. Abbe's
salary was unreasonably low in comparison with chief executive officers
included in the Survey Data and decided to increase Mr. Abbe's base salary to
a level closer to the average base salary level for chief executive officers
included in the Survey Data. The Committee also sought to reward Mr. Abbe for
his leadership in guiding the Company to a strong financial performance in
fiscal 1995.
Mr. Abbe also received a cash bonus in fiscal 1996 of $187,946. This bonus
was related solely to ADE's performance in fiscal 1996 and was equal to a
fixed percentage of the Company's operating income in fiscal 1996. The formula
for awarding Mr. Abbe's bonus has been in effect since 1985.
INTERNAL REVENUE CODE LIMITATION ON DEDUCTIBILITY OF EXECUTIVE COMPENSATION
Section 162(m) of the Internal Revenue Code, enacted in 1993, generally
disallows a tax deduction to public companies for compensation over $1 million
paid during any year to the company's chief executive officer and four other
most highly compensated executive officers. Qualified performance-based
compensation is not included in the $1 million limit. The Committee believes
that the Company's 1992 and 1995 Stock Option Plans qualify as performance
based compensation plans.
Submitted by the Compensation
Committee
Landon T. Clay, Chairman
Francis B. Lothrop, Jr.
Kendall Wright
8
<PAGE>
COMPARISON OF 6 MONTH CUMULATIVE TOTAL RETURN*
AMONG ADE CORPORATION, THE NASDAQ STOCK MARKET-US INDEX
AND THE HAMBRECHT & QUIST SEMICONDUCTORS INDEX
[PERFORMANCE GRAPH INSERT]
Total Return - Data Summary
ADEX
Cumulative Total Return In Dollars
----------------------------------
10/18/95 4/96
ADE CORP MASS ADEX 100 94
NASDAQ STOCK MARKET-US INAS 100 115
H & Q SEMICONDUCTORS IHQS 100 79
* $100 INVESTED ON 10/18/95 IN STOCK OR
ON 09/30/95 IN INDEX
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING APRIL 30.
PROPOSAL 2
APPROVAL OF THE ADE CORPORATION EMPLOYEE STOCK PURCHASE PLAN
On February 28, 1996, the Board of Directors adopted, subject to approval of
the stockholders, the ADE Corporation Employee Stock Purchase Plan (the
"Plan"). The following is a general summary of the Plan which is qualified in
its entirety by reference to the Plan, a copy of which is attached as Appendix
A.
SUMMARY OF THE PLAN
The Plan is designed to give employees of the Company an opportunity to
acquire a proprietary interest in the Company through the purchase of shares
of Common Stock, thereby encouraging employees to share in the economic growth
and success of the Company through stock ownership.
The Company has reserved 1,000,000 shares of Common Stock for offering to
employees over a period of five years, in quarterly offerings of 50,000 shares
plus any shares not issued in any previous quarter, commencing on October 1,
1996 and on the first day of each January, April, July and October thereafter
until expiration or termination of the Plan. The Plan is designed to meet the
requirements of an "employee stock purchase plan" within the meaning of the
Internal Revenue Code of 1986, as amended (the "Code").
All employees of the Company, other than those owning 5% or more of the
total combined voting power or value of all classes of stock of the Company,
who have completed 90 days of employment and are regularly
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scheduled to work at least 20 hours per week, on a full or part-time basis,
are eligible to participate in the Plan. Employees who elect to participate in
an offering may utilize up to 10% of their pay for the purchase of Common
Stock through payroll deductions. No employee may purchase, however, more than
$25,000 in fair market value of the Company's Common Stock under the Plan in
any calendar year.
An employee who elects to participate in an offering will be deemed to have
exercised his or her option to purchase Common Stock with payroll deductions
for the purchase of that number of shares of Common Stock which the
accumulated payroll deductions at the end of the offering will purchase at the
applicable purchase price for the shares. The purchase price for the shares is
the lower of 85% of the fair market value of the Common Stock on the first day
of the quarterly offering or 85% of such value on the last day of the
offering.
An employee may elect to terminate participation in the Plan upon ten days
prior written notice to the Company. All of the employee's payroll deductions
previously credited to the employee's account will be used to purchase shares
of Common Stock on the last day of the quarterly offering and no further
payroll deductions will be made during that offering or any other future
offering. If an employee terminates employment with the Company prior to the
last day of any offering, other than by reason of death, payroll deductions
credited to him or her will be returned without interest. If the employee's
employment is terminated because of death, the employee's beneficiary may
elect to have the amount credited to the employee's account at the time of
death be used to purchase shares of Common Stock on the last day of the
quarterly offering.
The Company has the right, at any time and from time to time, to amend in
whole or in part any of the terms and provisions of the Plan. No amendment,
however, may without the approval of the stockholders of the Company (i)
increase the number of shares of Common Stock reserved under the Plan, (ii)
change the method of determining the purchase price for shares of Common
Stock, (iii) materially increase the benefits accruing to participants or (iv)
materially change the eligibility requirements for participating in the Plan.
The Company has the right at any time and for whatever reason it may deem
appropriate to terminate the Plan. If not sooner terminated by the Company or
automatically because all shares reserved under the Plan have been issued and
sold, the Plan will expire five years from the date in which the first
offering period commences.
The Compensation Committee of the Board administers the Plan, makes
determinations regarding all questions arising thereunder and adopts,
administers and interprets such rules and regulations relating to the Plan as
it deems necessary or advisable.
As of August 12, 1996, approximately 341 employees would be eligible to
participate in the Plan. The closing price of the Company's Common Stock, as
reported by the Nasdaq Stock Market on August 12, 1996, was $10.375.
FEDERAL INCOME TAX CONSEQUENCES
Under the Code, a participant will not realize any taxable income as a
result of participating in the Plan or upon the purchase of Common Stock under
the Plan. Instead, taxation is deferred until the disposition of such Common
Stock by the participant. The Company will not be entitled to a deduction for
income tax purposes as a result of such purchase. A participant will be taxed
on amounts withheld from salary under the Plan as if actually received. The
Company will receive a deduction for such amounts. The participant's basis for
gain or loss will equal the amount paid for such shares.
If a participant disposes of shares purchased under the Plan more than two
years after the date of grant (the first day of the relevant offering period)
and one year after the shares are issued to the participant, and the fair
market value of the shares at the time of disposition exceeds the purchase
price of the shares, then the participant will realize taxable income. An
amount equal to the lesser of (a) the amount by which the fair market value of
the shares on the first day of the offering period for the shares exceeded the
purchase price of the shares or (b) the amount by which the fair market value
of the shares at the time of disposition exceeded the purchase price of
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the shares will be taxed as ordinary income. Any gain realized in excess of
the amount taxed as ordinary income will be taxed as long-term capital gain.
If a participant disposes of shares for less than the purchase price of the
shares, then the entire loss will be treated as a long-term capital loss. In
either of these cases, the Company will not be entitled to a deduction for
income tax purposes.
If a participant disposes of shares purchased under the Plan within two
years after the date of grant or within one year after the shares are issued
to the participant (a "disqualifying disposition"), the amount by which the
fair market value of the shares at the time of purchase exceeded the purchase
price of the shares will be treated as ordinary income in the nature of
compensation received by the participant in the year of the disqualifying
disposition. The Company will be entitled to a corresponding income tax
deduction equal to the amount treated as compensation to the participant. Any
amount realized in excess of the sum of the purchase price of the shares and
the amount treated as compensation will be taxed as a capital gain. If the
amount realized is less than the sum of the purchase price of the shares and
the amount treated as compensation, the difference will be treated as a
capital loss. Any capital gain or loss will be classified as long-term or
short-term, depending on the participant's holding period with respect to the
shares. Generally, the participant's holding period for the shares begins on
the date the shares are purchased.
BOARD RECOMMENDATION
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE EMPLOYEE
STOCK PURCHASE PLAN AS DESCRIBED ABOVE. A MAJORITY OF THE VOTES CAST IN PERSON
OR BY PROXY AT THE MEETING IS REQUIRED FOR SUCH APPROVAL.
PROPOSAL 3
APPROVAL OF INDEPENDENT ACCOUNTANTS
The Board of Directors has appointed Price Waterhouse LLP as the Company's
independent accountants for the 1997 fiscal year. Price Waterhouse LLP has
served as the Company's independent accountants since 1973. Representatives of
Price Waterhouse LLP will be present at the Meeting to respond to questions
and will be given the opportunity to make a statement should they desire to do
so.
BOARD RECOMMENDATION
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR APPROVAL OF
THE APPOINTMENT OF PRICE WATERHOUSE LLP AS THE COMPANY'S INDEPENDENT
ACCOUNTANTS FOR THE 1997 FISCAL YEAR. A MAJORITY OF THE VOTES CAST IN PERSON
OR BY PROXY AT THE MEETING IS REQUIRED FOR SUCH APPROVAL. IF THE APPOINTMENT
IS NOT SO APPROVED, THE BOARD WILL SELECT OTHER INDEPENDENT ACCOUNTANTS.
STOCKHOLDER PROPOSALS FOR THE 1997 ANNUAL MEETING
In order to be considered for inclusion in the Proxy Statement for the
Company's 1997 Annual Meeting of Stockholders, stockholder proposals must be
received by the Company no later than April 19, 1997. Proposals should be sent
to the attention of the Clerk at the Company's offices at 77 Rowe Street,
Newton, MA 02166.
Stockholder nominations for election to the Board at the 1997 Annual Meeting
of Stockholders may be submitted to the Company and must include (i) the name
and address of the stockholder who intends to make the nomination and of the
person or persons to be nominated; (ii) a representation that the stockholder
is a holder of record of stock of the Company entitled to vote at such meeting
and intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice; (iii) a description of all
arrangements or understandings between the stockholder and each nominee and
any other person or persons (naming such person or persons) pursuant to which
the nomination or nominations are to be made by the stockholder; (iv) such
other
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information regarding each nominee proposed by such stockholder as would be
required to be included in a proxy statement filed pursuant to the proxy rules
of the Commission; and (v) the consent of each nominee to serve as a director
of the Company if so elected.
OTHER MATTERS
The 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 stockholders at the
Meeting other than the matters described in the notice. However, the enclosed
proxy confers discretionary authority on the persons named therein with
respect to matters which are not known to the directors 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 in accordance with their
best judgment on any such matter.
By order of the Board of Directors
Willard G. McGraw, Jr.
Clerk
August 19, 1996
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APPENDIX A
ADE CORPORATION EMPLOYEE STOCK PURCHASE PLAN (AS AMENDED)
ARTICLE 1
PURPOSE
1.01 Purpose. The ADE Corporation Employee Stock Purchase Plan (the "Plan")
is intended to provide a method whereby eligible employees of ADE Corporation
and its participating subsidiary corporations (hereinafter collectively
referred to, unless the context otherwise requires, as "ADE" or the "Company")
will have an opportunity to acquire or increase proprietary interest in the
Company through the purchase of shares of the Common Stock of ADE. The Plan is
designed to encourage eligible employees to remain in the employ of the
Company. It is the intention of the Company to have the Plan qualify as an
"employee stock purchase plan" under Section 423 of the Internal Revenue Code
of 1986, as amended (the "Code"). The provisions of the Plan shall be
construed so as to extend and limit participation in a manner consistent with
the requirements of that Section of the Code, and, except as specifically
provided herein, all options granted to participants hereunder shall give the
holders thereof the same rights and privileges.
ARTICLE II
DEFINITIONS
2.01 Committee. "Committee" shall mean those individuals who shall, from
time to time, constitute the Compensation Committee of the Board of Directors
of ADE Corporation (the "Board of Directors").
2.02 Common Stock. "Common Stock" shall mean shares of the $.01 par value
common stock of the Company and any other stock or securities resulting from
the adjustment thereof or substitution thereof as described in Section 12.04.
2.03 Employee. "Employee" means any person who is customarily employed by
the Company and paid on the United States payroll on a full-time regular or
part-time regular basis by the Company and is regularly scheduled to work more
than 20 hours per week.
2.04 Offering. "Offering" or "Offerings" shall have the meanings set forth
in Section 4.01 below.
2.05 Offering Commencement Date. "Offering Commencement Date" means January
1, April 1. July 1, and October 1, as the case may be, on which a particular
Offering begins.
2.06 Offering Termination Date. "Offering Termination Date" means March 31,
June 30, September 30, or December 31, as the case may be, on which a
particular Offering terminates.
2.07 Option Price. "Option Price" means the price established under Section
6.02 below.
2.08 Pay. "Pay" shall mean total earnings, including regular straight-time
earnings and payments for overtime, shift premiums, bonuses and other special
payments, commissions and other incentive payments.
2.09 Subsidiary Corporation. "Subsidiary Corporation" shall mean any present
or future corporation which (i) would be a "subsidiary corporation" of ADE
Corporation, as that term is defined in Section 424 of the Code, and (ii) is
designated as a participant in the Plan by the Committee.
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ARTICLE III
ELIGIBILITY AND PARTICIPATION
3.01 Initial Eligibility. Any Employee who shall have completed at least
ninety (90) days' employment and shall be employed by the Company on the date
his/her participation in the Plan is to become effective shall be eligible to
participate in Offerings under the Plan which commence on or after such ninety
day period has concluded.
3.02 Leave of Absence. For purposes of participation in the Plan, a person
on leave of absence shall be deemed to be an Employee for the first 90 days of
such leave of absence and, subject to applicable Federal and State laws, such
Employee's employment shall be deemed to have terminated at the close of
business on the 90th day of such leave of absence unless such Employee shall
have returned to regular full-time or regular part-time employment (as the
case may be) prior to the close of business on such 90th day or unless
otherwise agreed to by the Company and the Employee. Termination by the
Company of any Employee's leave of absence, other than termination of such
leave of absence on return to full-time or part-time employment, shall
terminate an Employee's employment for all purposes of the Plan and shall
terminate such Employee's participation in the Plan and right to exercise any
option.
3.03 Restrictions on Participation. Notwithstanding any provisions of the
Plan to the contrary, no Employee shall be granted an option to participate in
the Plan:
(a) if, immediately after the grant, such Employee would own stock,
and/or hold outstanding options to purchase stock, possessing 5% or more of
the total combined voting power or value of all classes of stock of the
Company (for purposes of this paragraph, the rules of Section 424(d) of the
Code shall apply in determining stock ownership of any Employee); or
(b) which permits his/her rights to purchase stock under this Plan and
all other employee stock purchase plans of the Company intended to qualify
under Section 423 of the Code to accrue at a rate which exceeds $25,000 in
fair market value of the stock (determined at the time such option is
granted) for each calendar year in which such option is outstanding.
3.04 Commencement of Participation. An eligible Employee may become a
participant by completing an authorization for a payroll deduction on the form
provided by the Company and filing it with the office of the Treasurer of the
Company on or before the date set therefor by the Committee, which date shall
be prior to the Offering Commencement Date for the next Offering. Payroll
deductions for a participant shall commence on the applicable Offering
Commencement Date when his/her authorization for a payroll deduction becomes
effective and shall end on the Offering Termination Date of the Offering to
which such authorization is applicable unless sooner terminated by the
participant as provided in Article VIII.
ARTICLE IV
OFFERINGS
4.01 Quarterly Offerings. A total of One Million (1,000,000) shares of the
Company's Common Stock shall be offered under the Plan, over a period of five
(5) years, in quarterly offerings of Fifty Thousand (50,000) shares each plus
any shares not issued in any previous quarter (the "Offerings"), commencing on
the first day of the first Offering Commencement Date after the Board of
Director's approval and thereafter on the first day of each subsequent quarter
within the duration of the Plan until the Plan expires. Any shares not issued
in any Offering shall be available for issuance in subsequent Offerings.
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ARTICLE V
PAYROLL DEDUCTIONS
5.01 Amount of Deduction. At the time a participant files his/her
authorization for payroll deduction, he/she shall elect to have deductions
made from his/her Pay on each payday during the time he/she is a participant
in an Offering at the rate of 1, 2, 3, 4, 5, 6, 7, 8, 9 or 10% of his/her Pay.
5.02 Participant's Account. All payroll deductions made for a participant
shall be credited to his/her account under the Plan. A participant may not
make any separate cash payment into such account except when on leave of
absence and then only as provided in Section 5.04.
5.03 Changes in Payroll Deductions. A participant may discontinue his/her
participation in the Plan as provided in Article VIII, but no other change can
be made during an Offering and, specifically, a participant may not alter the
amount of his/her payroll deductions for that Offering.
5.04 Leave of Absence. If a participant goes on a leave of absence, such
participant shall have the right to elect: (a) to withdraw the cash balance in
his/her or her account pursuant to Section 8.01, (b) to discontinue
contributions to the Plan but remain a participant in the Plan, or (c) to
remain a participant in the Plan during such leave of absence, authorizing
deductions to be made from payments by the Company to the participant during
such leave of absence and undertaking to make cash payments to the Plan at the
end of each payroll period to the extent that amounts payable by the Company
to such participant are insufficient to meet such participant's authorized
Plan deductions.
ARTICLE VI
GRANTING OF OPTIONS
6.01 Number of Option Shares. On the Offering Commencement Date of each
Offering, each participating Employee shall be deemed to have been granted an
option to purchase a maximum number of shares of Common Stock of the Company
equal to an amount determined as follows: an amount equal to (i) that
percentage of the Employee's Pay which he/she has elected to have withheld
(but not in any case in excess of 10% of his/her pay) multiplied by (ii) the
Employee's Pay during the period of the Offering divided by (iii) the Option
Price determined under Section 6.02 below.
6.02 Option Price. The Option Price of stock purchased with payroll
deductions made during each Offering for a participant therein shall be the
lower of:
(a) Eighty-five (85%) percent of the closing price of the stock on the
Offering Commencement Date or the nearest prior business day on which
trading occurred on the Nasdaq National Market System; or
(b) Eighty-five (85%) percent of the closing price of the stock on the
Offering Termination Date or the nearest prior business day on which
trading occurred on the Nasdaq National Market System.
If the Common Stock of the Company is not admitted to trading on any of the
aforesaid dates for which closing prices of the stock are to be determined,
then reference shall be made to the fair market value of the stock on that
date, as determined on such basis as shall be established or specified for the
purpose by the Committee.
ARTICLE VII
EXERCISE OF OPTION
7.01 Automatic Exercise. A participant who elects to participate in an
Offering shall be deemed to have exercised his/her option to purchase stock
with payroll deductions, for the purchase of the number of full or
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partial shares of stock which the accumulated payroll deductions in his/her
account at the Offering Termination Date will purchase at the applicable
Option Price.
7.02 Fractional Shares. Fractional shares will be purchased under the Plan
and held in the Employee's account for the next subsequent Offering, or, if
the Employee ceases to participate in the Plan, shall be returned to the
Employee in cash promptly following the termination of an Offering, without
interest.
7.03 Transferability of Option. During a participant's lifetime, options
held by such participant shall be exercisable only by that participant and
shall not be transferable.
7.04 Delivery of Stock. As promptly as practicable after the Offering
Termination Date of each Offering, the Company will either, at the Company's
discretion, (i) deliver to each participant, as appropriate, a certificate
representing the number of shares of Common Stock purchased upon exercise of
his/her option, or (ii) deliver (a) to any brokerage firm then retained by the
Company to administer the Plan the total number of shares purchased by all
participants in the Plan for allocation among the various accounts of such
participants, and (b) to each participant after the end of each Offering a
statement which shall indicate the number of shares of Common Stock purchased
upon exercise of his/her option and the aggregate number of shares of Common
Stock held on behalf of each such participant under the Plan.
ARTICLE VIII
WITHDRAWAL
8.01 In General. Upon at least ten (10) days prior written notice, an
Employee may direct the discontinuance of future payroll deductions. All of
the participant's payroll deductions previously credited to his/her account
shall be used to purchase stock for his/her account on the next Offering
Termination Date, and no further payroll deductions will be made from his/her
Pay during such Offering or during any future Offering unless the Employee
shall elect to participate in any future Offering.
8.02 Effect on Subsequent Participation. Subject to applicable Federal and
State securities laws and tax laws, a participant's withdrawal from any
Offering will not have any effect upon his/her eligibility to participate in
any succeeding Offering or in any similar plan which may hereafter be adopted
by the Company.
8.03 Termination of Employment. Upon termination of the participant's
employment for any reason, including retirement or pursuant to Section 3.02
herein (but excluding death while in the employ of the Company), the payroll
deductions credited to his/her account will be returned in cash to him/her,
or, in the case of his/her death subsequent to the termination of his/her
employment, to the person or persons entitled thereto under Section 12.01. No
interest is paid on such payments.
8.04 Termination of Employment Due to Death. Upon termination of the
participant's employment because of his/her death, his/her beneficiary (as
defined in Section 12.01) shall have the right to elect, by written notice
given to the office of the Treasurer of the Company prior to the earlier of
the next Offering Termination Date or the expiration of a period of sixty (60)
days commencing with the date of the death of the participant, either:
(a) to withdraw in cash all of the payroll deductions credited to the
participant's account under the Plan during the Offering outstanding at the
time of death, or
(b) to exercise the participant's option for the purchase of stock on the
Offering Termination Date next following the date of the participant's
death for the purchase of the number of full shares of stock which the
accumulated payroll deductions in the participant's account at the date of
the participant's death will purchase at the applicable option price, and
any excess in such account will be returned in cash to said beneficiary,
without interest.
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In the event that no such written notice of election shall be duly received
by the office of the Treasurer of the Company, the beneficiary shall
automatically be deemed to have elected, pursuant to paragraph (b), to
exercise the participant's option.
ARTICLE IX
INTEREST
9.01 Payment of Interest. No interest will be paid or allowed on any money
paid into the Plan or credited to the account of any participant Employee.
ARTICLE X
STOCK
10.01 Maximum Shares. The maximum number of shares which shall be issued
under the Plan, subject to adjustment upon changes in capitalization of the
Company as provided in Section 12.04, shall be 50,000 shares in each Offering
plus in each Offering all unissued shares from prior Offerings not to exceed
1,000,000 shares for all Offerings. If the total number of shares for which
options are exercised on any Offering Termination Date in accordance with
Article VI exceeds the maximum number of shares for the applicable Offering,
the Company shall make a pro rata allocation of the shares available for
delivery and distribution in as nearly a uniform manner as shall be
practicable and as it shall determine to be equitable, and the balance of
payroll deductions credited to the account of each participant under the Plan
shall be returned to him/her as promptly as possible, without interest.
Further, in accordance with Article III, no Employee shall be granted an
option which permits the Employee's right to purchase stock under the Plan,
and under all other Section 423(b) employee stock purchase plans of the
Company, to accrue at a rate which exceeds $25,000 of market value of such
stock (determined on the date or dates that options on such stock were
granted) for each calendar year in which such option is outstanding at any
time. The purpose of the limitation in the preceding sentence is to comply
with Section 423(b)(8) of the Code. If the participant's accumulated payroll
deductions on the Offering Termination Date of the last Offering of the
calendar year would otherwise enable the participant to purchase Common Stock
in excess of the Section 423(b)(8) limitation described in this paragraph, the
excess of the amount of the accumulated payroll deductions over the aggregate
purchase price of the shares actually purchased shall be promptly refunded to
the participant by the Company, without interest.
10.02 Participant's Interest in Option Stock. The participant will have no
interest in stock covered by his/her option until the Offering Termination
Date on which the participant purchases such stock.
10.03 Registration of Stock. Stock to be delivered to or held by a brokerage
firm for a participant under the Plan will be registered in the name of the
participant, or, if the participant so directs by written notice to the office
of the Treasurer of the Company prior to the Offering Termination Date
applicable thereto, in the names of the participant and one such other person
as may be designated by the participant, as joint tenants with rights of
survivorship or as tenants by the entireties, to the extent permitted by
applicable law.
10.04 Restrictions on Exercise. The Board of Directors may, in its
discretion, require as conditions to the exercise of any option that the
shares of Common Stock reserved for issuance upon the exercise of the option
shall have been duly listed, upon official notice of issuance, upon a stock
exchange, and that either:
(a) a Registration Statement under the Securities Act of 1933, as
amended, with respect to said shares shall be effective, or
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(b) the participant shall have represented at the time of purchase, in
form and substance satisfactory to the Company, that it is his/her
intention to purchase the shares for investment and not for resale or
distribution.
10.05 Limits on Sale of Stock Purchased Under the Plan. The Plan is intended
to provide shares of Common Stock for investment and not for resale. The
Company does not, however, intend to restrict or influence any Employee in the
conduct of his/her own affairs. An Employee may, therefore, sell stock
purchased under the Plan at any time the Employee chooses, subject to
compliance with any applicable federal or state securities laws and tax laws.
THE EMPLOYEE ASSUMES THE RISK OF ANY MARKET FLUCTUATIONS IN THE PRICE OF THE
STOCK.
10.06 Notice to Company of Disqualifying Disposition. By electing to
participate in the Plan, each participant agrees to notify the Company in
writing immediately after the participant transfers Common Stock acquired
under the Plan, if such transfer occurs within two years after the Offering
Commencement Date of the Offering in which such Common Stock was acquired.
Each participant further agrees to provide any information about such a
transfer as may be requested by the Company in order to assist it in complying
with the tax laws. Such dispositions generally are treated as "disqualifying
dispositions" under Sections 421 and 424 of the Code, which have certain tax
consequences to participants and to the Company.
ARTICLE XI
ADMINISTRATION
11.01 Appointment of Committee. The Committee which shall administer the
Plan shall be the Compensation Committee appointed from time to time by the
Board of Directors. No member of the Committee shall be eligible to purchase
stock under the Plan.
11.02 Authority of Committee. Subject to the express provisions of the Plan,
the Committee shall have plenary authority in its discretion to interpret and
construe any and all provisions of the Plan, to adopt rules and regulations
for administering the Plan, to designate certain administrative functions
under the Plan regarding the custody and distribution of stock to an outside
brokerage firm and to make all other determinations deemed necessary or
advisable for administering the Plan. The Committee's determination on the
foregoing matters shall be conclusive.
ARTICLE XII
MISCELLANEOUS
12.01 Designation of Beneficiary. A participant may file a written
designation of a beneficiary who is to receive any stock and/or cash. Such
designation of beneficiary may be changed by the participant at any time by
written notice to the office of the Treasurer of the Company. Upon the death
of a participant and upon receipt by the Company of proof of identity and
existence at the participant's death of a beneficiary validly designated by
him/her under the Plan, the Company, or any brokerage firm with custody of
such stock, shall deliver such stock and/or cash to such beneficiary. In the
event of the death of a participant and in the absence of a beneficiary
validly designated under the Plan who is living at the time of such
participant's death, such stock and/or cash shall be delivered to the executor
or administrator of the estate of the participant, or if no such executor or
administrator has been appointed (to the knowledge of the Company), to the
spouse or to any one or more dependents of the participant as the Company may
designate. No beneficiary shall, prior to the death of the participant by whom
he/she has been designated, acquire any interest in the stock or cash credited
to the participant under the Plan.
12.02 Transferability. Neither payroll deductions credited to a
participant's account nor any rights with regard to the exercise of an option
or to receive stock under the Plan may be assigned, transferred, pledged, or
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otherwise disposed of in any way by the participant other than by will or the
laws of descent and distribution. Any such attempted assignment, transfer,
pledge, or other disposition shall be without effect, except that the Company
may treat such act as an election to withdraw funds in accordance with Section
8.01. Option rights granted under the Plan are exercisable during a
participant's lifetime only by the participant.
12.03 Use of Funds. All payroll deductions received or held by the Company
under this Plan may be used by the Company for any corporate purpose and the
Company shall not be obligated to segregate such payroll deductions.
12.04 Effect of Certain Transactions. The number of shares of Common Stock
reserved for the Plan pursuant to Section 4.01, the maximum number of shares
of Common Stock offered pursuant to Section 4.01, and the determination under
Section 6.02 of the purchase price per share of the shares of Common Stock
offered to participants pursuant to an Offering shall be appropriately
adjusted to reflect any increase or decrease in the number of issued shares of
Common Stock resulting from a stock split, a consolidation of shares, the
payment of a stock dividend, or any other capital adjustment affecting the
number of issued shares of Common Stock of the Company.
In the event that the outstanding shares of Common Stock shall be changed
into or exchanged for a different number or kind of shares of stock or other
securities of the Company or another corporation, whether through
reorganization, recapitalization, merger, consolidation, or otherwise, then
there shall be substituted for each share of Common Stock reserved for
issuance under the Plan but not yet purchased by participants, the number and
kind of shares of stock or other securities into which each outstanding share
of Common Stock shall be so changed or for which each such share shall be
exchanged. Notwithstanding the foregoing, a dissolution or liquidation of the
Company shall cause the Plan and any Offering hereunder to terminate and any
payroll deductions credited to a participant's account under the Plan during
the Offering outstanding at the time of dissolution or liquidation shall be
refunded to the participant without interest.
12.05 Amendment and Termination.
(a) Amendment of Plan. The Company expressly reserves the right, at any
time and from time to time, to amend in whole or in part any of the terms
and provisions of the Plan; provided, however, no amendment may without the
approval of the shareholders of the Company (i) increase the number of
shares of Common Stock reserved under the Plan, (ii) change the method of
determining the purchase price for shares of Common Stock, (iii) materially
increase the benefits accruing to participants, or (iv) materially change
the eligibility requirements for participation in the Plan.
(b) Termination of Plan. The Company expressly reserves the right, at any
time and for whatever reason it may deem appropriate, to terminate the
Plan. If not sooner terminated pursuant to the preceding sentence, the Plan
shall continue in effect until the date five years after the first Offering
Commencement Date. Upon any termination of the Plan, the entire amount
credited to the account of each participant shall be distributed to each
such participant, without interest.
(c) Procedure for Amendment or Termination. Any amendment to the Plan or
termination of the Plan may be retroactive to the extent not prohibited by
applicable law. Any amendment to the Plan or termination of the Plan shall
be made by the Company by resolution of the Board of Directors (subject to
Section 12.05(a)) and shall not require the approval or consent of any
participant in order to be effective.
12.06 Effective Date. The Plan shall become effective as of the date of the
first Offering Commencement Date subject to approval and ratification on or
before February 28, 1997 by the stockholders of the Company. In the event the
Plan is not so approved, all amounts deducted from the Pay of each participant
and credited to his/her account shall be refunded to each such participant
without interest as soon as administratively practicable and the Plan shall be
terminated.
12.07 No Employment Rights. Participation in the Plan does not, directly or
indirectly, create in any Employee or class of Employees any right with
respect to continuation of employment by the Company, and it
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shall not be deemed to interfere in any way with the Company's right to
terminate, or otherwise modify, an Employee's employment at any time.
12.08 Effect of Plan. The provisions of the Plan shall, in accordance with
its terms, be binding upon, and inure to the benefit of, all successors of
each Employee participating in the Plan, including, without limitation, such
Employee's estate and the executors, administrators or trustees thereof, heirs
and legatees, and any receiver, trustee in bankruptcy or representative of
creditors of such Employee.
12.09 Governmental Regulations. The Company's obligation to sell and deliver
or retain shares of Common Stock under the Plan is subject to the approval of
any governmental authority required in connection with the authorization,
issuance or sale of such shares. Government regulations may impose reporting
or other obligations on the Company with respect to the Plan. For example, the
Company may be required to identify shares of Common Stock issued under the
Plan on its stock ownership records and send tax information statements to
Employees and former Employees who transfer title to such shares.
12.10 Construction. Article, Section, and paragraph headings have been
inserted in the Plan for convenience of reference only and are to be ignored
in any construction of the provisions hereof. If any provision of the Plan
shall be invalid or unenforceable, the remaining provisions shall nevertheless
be valid, enforceable, and fully effective. It is the intent that the Plan
shall at all times constitute an "employee stock purchase plan" within the
meaning of Section 423(b) of the Code, and the Plan shall be construed, and
interpreted to remain such. The Plan shall be construed, administered,
regulated, and governed by the laws of the United States to the extent
applicable, and to the extent such laws are not applicable, by the laws of the
Commonwealth of Massachusetts.
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<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF
ADE CORPORATION
________________________
ANNUAL MEETING
SEPTEMBER 19, 1996
The undersigned hereby appoints Robert C. Abbe, Michael J. Ellsworth and
Mark D. Shooman as proxies to represent the undersigned, with full power of
substitution, at the Annual Meeting of Stockholders of ADE Corporation, to be
held on September 19, 1996 at 3:00 P.M., local time, at the Sheraton Needham,
100 Cabot Street, Needham, Massachusetts, and at any adjournments thereof:
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)
________________________________________________________________________________
[X] PLEASE MARK YOUR
VOTES AS IN THE
EXAMPLE.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
FOR all nominees
listed at right (except WITHHOLD AUTHORITY
as marked to the to vote for all
contrary below) nominees listed at right FOR AGAINST ABSTAIN
1. Election 2. Proposal to ratify and approve [_] [_] [_]
of [_] [_] the Company's Employee Stock
Directors. Purchase Plan.
For, except vote withheld for the following nominee(s): FOR AGAINST ABSTAIN
- ------------------------------------------------------- 3. Proposal to ratify and approve [_] [_] [_]
NOMINEES: Robert C. Abbe Price Waterhouse LLP as the Company's
Harris Clay independent accountants for the fiscal
Landon T. Clay year ending April 30, 1997.
H. Kimball Faulkner
Francis B. Lothrop, Jr. In their discretion, the Proxies are authorized to vote upon such
Kandall Wright other business that may properly come before the meeting.
THIS BALLOT, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. UNLESS OTHERWISE
SPECIFIED, THE SHARES WILL BE VOTED "FOR" EACH PROPOSAL.
PLEASE DATE, SIGN AND RETURN THIS PROXY. THANK YOU.
SIGNATURE OF STOCKHOLDER(S): Dated:
---------------------------------------------------- -----------------------------------
NOTE: Signature should agree with the name on the stock certificate as printed thereon. Executors, administrators,
trustees and other fiduciaries should so indicate when signing.
</TABLE>
