UNIROYAL TECHNOLOGY CORPORATION
Suite 900
Two North Tamiami Trail
Sarasota, Florida 34236
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The Annual Meeting of Stockholders of Uniroyal Technology Corporation
will be held at the University Club, 1 West 54th Street, New York, New York, on
March 10, 2000 at 9:30 a.m., Eastern Standard Time, for the following purposes:
1. To elect eight directors for a term of one year, to be
elected by holders of common stock;
2. to consider and take action upon the ratification of the
selection of Deloitte & Touche LLP to serve as the independent
public accountants for the Company for the fiscal year ending
October 1, 2000;
3. to approve the 2000 Stock Plan for key employees and
directors of the Company; and
4. to transact such other business as may properly come before
the meeting and any adjournment of the meeting.
The Board of Directors has fixed the close of business on January 17,
2000 as the record date for the determination of stockholders entitled to notice
of and to vote at the meeting. A complete list of stockholders entitled to vote
at the meeting will be available for examination by any stockholder, for any
purpose germane to the meeting, on and after February 29, 2000, during ordinary
business hours at the office of the Secretary of the Company, Two North Tamiami
Trail, Suite 900, Sarasota, Florida.
WHETHER OR NOT YOU PLAN TO BE PERSONALLY PRESENT AT THE MEETING, PLEASE
COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED RETURN ENVELOPE, WHICH IS POSTAGE PREPAID IN THE UNITED STATES. PROMPT
RETURN OF THE PROXY WILL ASSURE A QUORUM AND SAVE THE COMPANY UNNECESSARY
EXPENSE.
OLIVER J. JANNEY
Secretary
Dated: January 24, 2000
<PAGE>
1
UNIROYAL TECHNOLOGY CORPORATION
Suite 900
Two North Tamiami Trail
Sarasota, Florida 34236
PROXY STATEMENT
This proxy statement and the accompanying form of proxy are being
furnished to the stockholders of Uniroyal Technology Corporation, a Delaware
corporation (the "Company"), on or about January 24, 2000 in connection with the
solicitation of proxies by the Board of Directors of the Company for use at the
Annual Meeting of Stockholders to be held on March 10, 2000 at 9:30 a.m.,
Eastern Standard Time, at the University Club, 1 West 54th Street, New York, New
York, and any adjournment thereof. Any stockholder who executes and delivers a
proxy may revoke it at any time prior to its use by (i) giving written notice of
revocation to the Secretary of the Company, (ii) executing a proxy bearing a
later date, or (iii) appearing at the meeting, giving notice of revocation of
the proxy and voting in person.
Unless otherwise specified, all shares represented by effective proxies
will be voted by the proxy holder in favor of (i) the eight nominees as
directors; (ii) ratification of the selection of Deloitte & Touche LLP to serve
as the independent public accountants for the Company for the fiscal year ending
October 1, 2000; and (iii) adoption of the Restricted Stock Grant Plans for key
employees and for directors of the Company. The Board of Directors does not know
of any other business to be brought before the meeting, but, as to any such
other business, proxies will be voted upon any such matters in accordance with
the judgment of the person or persons acting under the proxies.
The cost of soliciting proxies will be borne by the Company. Original
solicitation of proxies by mail may be supplemented by telephone or telegram, by
personal solicitation by directors, officers or other regular employees of the
Company, who will not receive additional compensation for such services; the
cost of any such solicitation is expected to be nominal. Brokerage houses,
nominees, custodians and fiduciaries will be requested to forward soliciting
material to beneficial owners of stock held of record by them, and the Company,
upon request, will reimburse such persons for their reasonable out-of-pocket
expenses in doing so.
Only holders of record of outstanding shares of the Common Stock, $.01
par value per share ("Common Stock"), of the Company at the close of business on
January 17, 2000, are entitled to notice of, and to vote at the meeting. Each
stockholder is entitled to one vote for each share held on the record date.
There were 11,074,154, shares of Common Stock outstanding and entitled to vote
on January 17, 2000.
When a quorum is present at the meeting, the vote of the holders of a
majority of the stock having voting power present in person or by proxy shall
decide the action proposed on each matter listed in the accompanying Notice of
Annual Meeting of Stockholders except the election of directors, who are elected
by a plurality of all votes cast. Abstentions and broker "non-votes" will be
counted as present in determining whether the quorum requirement is satisfied. A
"non-vote" generally occurs when a nominee holding shares for a beneficial owner
does not vote on a proposal because the nominee has not received instructions as
to such proposal from the beneficial owner and does not have discretionary
powers as to such proposal. The aggregate number of votes entitled to be cast by
all stockholders present in person or represented by proxy at the meeting,
whether those stockholders vote "For" or "Against" or abstain from voting, will
be counted for purposes of determining whether a quorum is present. Abstentions
from voting by stockholders and broker "non-votes" are not counted for purposes
of determining whether a proposal has been approved.
VOTING SECURITIES AND PRINCIPAL HOLDERS
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding the
beneficial ownership of Common Stock as of November 30, 1999, by (a) each person
known to the Company to be the beneficial owner of more than five percent of the
Common Stock, (b) all directors and nominees, (c) the Chief Executive Officer
and the other four most highly compensated executive officers of the Company and
(d) all directors and executive officers of the Company as a group:
<PAGE>
2
<TABLE>
<CAPTION>
At November 30, 1999
Common Stock
Name and Address of Beneficial Owner (1) Number of Shares Owned (2) Percent of Class(3)
- -------------------------------------- ----------------------- -----------------
<S> <C> <C>
Dr. Thomas J. Russell 1,789,205 15.06%
2 N. Tamiami Trail, Suite 1200
Sarasota, FL 34236
Enforcement Counsel for Superfund 1,181,668 9.95%
United States Environmental
Protection Agency
401 M Street, N.W., Mail Code LE 134-5
Washington, D.C. 20460
Dimensional Fund Advisors I 685,100 5.77%
1299 Ocean Avenue
Santa Monica, CA 90401
Howard R. Curd 1,297,016(4) 10.65%
John A. Porter 809,994(5) 6.79%
Robert L. Soran 426,809(6) 3.51%
George J. Zulanas, Jr. 314,428(7) 2.61%
Roland H. Meyer 207,035(8) 1.73%
Oliver J. Janney 155,555(9) 1.30%
Martin J. Gutfreund 110,751(10) (11)
Richard D. Kimbel 104,900(12) (11)
Curtis L. Mack 49,906(13) (11)
Peter C.B. Bynoe 38,970(14) (11)
Thomas E. Constance 27,273(13) (11)
All directors and executive officers of the
Company as a group 3,542,637(15) 29.37%
</TABLE>
<PAGE>
3
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers and directors and persons who
own more than ten percent of a registered class of the Company's equity
securities to file reports of ownership and changes of ownership with the
Securities and Exchange Commission (the "S.E.C.") and the Nasdaq National
Market. Officers, directors and beneficial owners of more than ten percent of
the Common Stock are required by S.E.C. regulations to furnish the Company with
copies of all reports that they file with the S.E.C. pursuant to Section 16(a)
of the Exchange Act. Based solely on a review of the copies of such forms
furnished to the Company, the Company believes that during fiscal 1999 its
officers, directors and beneficial owners of more than ten percent of the Common
Stock complied with all applicable Section 16(a) filing requirements, except
that each of the directors, except Thomas E. Constance and Curtis L. Mack, filed
late one report of an exercise of stock options, and Thomas J. Russell, a
beneficial owner of more than ten percent of the Common Stock, filed an Annual
Statement of Changes in Beneficial Ownership late.
ELECTION OF DIRECTORS
Nominees for Director
<TABLE>
<CAPTION>
====================================================================================================================
NAME AGE POSITION DIRECTOR SINCE
====================================================================================================================
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------
Peter C.B. Bynoe 48 Director 1992
- --------------------------------------------------------------------------------------------------------------------
Thomas E. Constance 63 Director 1998
- --------------------------------------------------------------------------------------------------------------------
Howard R. Curd Chairman of the Board, Chief
60 Executive Officer and Director 1992
- --------------------------------------------------------------------------------------------------------------------
Richard D. Kimbel 55 Director 1992
- --------------------------------------------------------------------------------------------------------------------
Curtis L. Mack 57 Director 1992
- --------------------------------------------------------------------------------------------------------------------
Roland H. Meyer 72 Director 1992
- --------------------------------------------------------------------------------------------------------------------
John A. Porter 56 Director 1994
- --------------------------------------------------------------------------------------------------------------------
Robert L. Soran President, Chief Operating Officer
56 and Director 1993
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
4
Peter C.B. Bynoe is Chairman of the Audit Committee and a member of
the Executive Committee of the Board of Directors. Mr. Bynoe is Chairman of
Telemat Ltd., a project management and financial services consulting firm he
founded. He is also a partner in the law firm of Piper Marbury Rudnick &
Wolfe. Mr. Bynoe also formerly served as the Executive Director of the Illinois
Sports Facilities Authority, a joint venture of the City of Chicago and the
State of Illinois created to build a new Comiskey Park for the Chicago White
Sox. Mr. Bynoe is also a director of Blue Chip Broadcasting Co., which owns
approximately 17 radio stations in the Midwest. Mr. Bynoe was formerly the
co-owner and Managing General Partner of the National Basketball Association's
Denver Nuggets. Mr. Bynoe is also an Overseer of Harvard University.
Thomas E. Constance is a member of the Compensation, Option, Trust
Fund and Executive Committees of the Board of Directors. Mr. Constance is a
Senior Partner of Kramer, Levin, Naftalis & Frankel, a law firm in New York
City. He was a partner of Shea & Gould from 1971 to 1994 and served as
Chairman of the Executive Committee of that firm. Mr. Constance serves as a
Trustee of the M.D. Sass Foundation and St. Vincent's Services. He also serves
on the Advisory Boards of Barrington Capital, L.P. and Atwood Richards Inc.
Howard R. Curd was appointed Chief Executive Officer of the Company
as of September 21, 1992. Mr. Curd is also a member of the Executive Committee
of the Board of Directors. Mr. Curd is also a director of KeySpan Energy
Corporation.
Richard D. Kimbel, MBA, is a member of the Audit, Compensation, Trust
Funds and Executive Committees of the Board of Directors. Mr. Kimbel had been
employed as an engineer by certain predecessors of the Company and the Company
from 1962 until June 1994; he served as Manager of Human Resources for the
Ensolite and Uniroyal Adhesives and Sealants divisions of the Company from June
1994 until June 1997. Mr. Kimbel is currently a special projects consultant to
the Company. From 1983 to 1986 and from 1989 to June 1994, Mr. Kimbel was
President of the United Rubber Workers, Local 65. Mr. Kimbel also served as an
executive board officer of the United Rubber Workers International Union from
1984 to 1987.
Curtis L. Mack is Chairman of the Trust Funds Committee and a member of
the Executive Committee of the Board of Directors. Mr. Mack is an attorney
specializing in labor law. Mr. Mack is currently a partner in the law firm of
McGuire, Woods, Battle & Boothe. Mr. Mack was formerly a partner in Mack,
Haygood & McLean, a law firm based in Atlanta, Georgia, from 1994 to 1999 and
was before that a partner in Mack & Bernstein, a law firm based in Atlanta,
Georgia, from 1983 to 1994. Mr. Mack taught labor and employment law at the
University of Florida Law School in 1973-1974; he was General Counsel of the
Florida Public Employees Relations Commission from 1974 to 1975, and he was
Chairman of the Agency from 1975 to 1976; from 1976 to 1981 he was Regional
Director of the National Labor Relations Board in Atlanta, Georgia. Presently
Mr. Mack is an adjunct professor at the University of Michigan Law School, and
also serves on the Advisory Board to the School of Social Science at Michigan
State University. Mr. Mack has served as Special Assistant Attorney General for
the State of Georgia since 1989 and as Chairman of the Human Relations
Commission of the City of Atlanta since 1989.
Roland H. Meyer is Chairman of the Compensation Committee and the
Option Committee and a member of the Executive Committee of the Board of
Directors. Mr. Meyer was elected Vice Chairman of American National Can
Company, a leading manufacturer of metal, glass and plastic packaging products,
in 1987. He was elected Chief Operating Officer of American National Can in
1988 and President in 1989. Mr. Meyer served as President and Chief Operating
Officer of American National Can until his retirement in June 1992. Mr. Meyer
was a director of Allied Van Lines from 1987 to 1992 and was a director and
Vice Chairman of the Can Manufacturers Institute, Inc. from 1985 to 1994. Mr.
Meyer is currently a director of American National Can and is a member of
American National Can's Executive Committee. Mr. Meyer also served for various
periods as a director of certain subsidiaries of American National Can. Mr.
Meyer is also a director, Vice Chairman and Chairman of the Executive
Committee of First Commercial Bank of Tampa and a director of the Catholic
Education Foundation, Inc. of the Diocese of St. Petersburg, Florida.
John A. Porter is a member of the Audit and Executive Committees of
the Board of Directors. Mr. Porter is a director of MCI Worldcom Inc., one of
the largest telecommunications companies in the United States. He was Chairman
of the Board of Directors of LDDS Communications, Inc. ("LDDS") from 1988 until
its merger with Metromedia Communications in 1993 and was Vice Chairman of the
Board from 1993 to 1997. He served as President and Chief Executive Officer of
Telephone Management Corporation from 1987 until it was acquired by LDDS in
August 1988. Mr. Porter also serves as Chairman of the Board of Directors and
Chief Executive Officer of Phillips & Brooks/Gladwin, Inc., a manufacturer of
pay telephone enclosures and equipment; Chairman of the Board of Directors and
Chief Executive Officer of Industrial Electric Manufacturing Inc. a
manufacturer of electrical power distribution products; and a director of
Inktomi Corporation. Mr. Porter was previously the President and sole
shareholder of P.M. Restaurant Group, Inc., which filed a petition under
Chapter 11 of the U.S. Bankruptcy Code in March 1995. Subsequent to March 1995,
Mr. Porter sold all of his shares in P.M. Restaurant Group, Inc.
<PAGE>
5
Robert L. Soran was elected President and Chief Operating Officer of
the Company as of September 21, 1992. Mr. Soran is also a member of the
Executive Committee of the Board of Directors. Mr. Soran was President and
Chief Executive Officer of Tropicana Products Inc., a fruit beverage
processor ("Tropicana"), from 1986 until September 1991.
The Board of Directors held six meetings during fiscal 1999. The
average attendance by directors at these meetings was over 95%, and all
incumbent nominees attended at least 75% of the Board and committee meetings
that they were scheduled to attend.
Among the committees of the Board of Directors are an Audit Committee,
a Compensation Committee, an Executive Committee, an Option Committee and a
Trust Funds Committee. The Board of Directors does not have a Nominating
Committee.
The Audit Committee recommends to the Board the selection of
independent accountants to audit the annual financial statements of the Company,
reviews the annual financial statements and meets with the Company's Chief
Financial Officer and independent accountants to review the scope and results of
the audit of the financial statements and other matters regarding the Company's
accounting, financial reporting and internal control systems. The Audit
Committee has also reviewed periodically the Company's management of Year 2000
issues. During fiscal 1999 the Audit Committee met five times. The members of
the committee are Messrs. Bynoe (Chairman), Kimbel and Porter.
The Compensation Committee reviews management's recommendations with
respect to salary and incentive compensation of executive officers and other key
employees, as well as the Company's benefit plans and arrangements other than
Stock Option Plans, and makes recommendations to the Board with respect to such
plans. During fiscal 1999 the Compensation Committee met once. The members of
the Compensation Committee are Messrs. Meyer (Chairman), Constance and Kimbel.
The Option Committee administers all of the stock option plans of the
Company. The members of the Option Committee are Messrs. Meyer (Chairman) and
Constance. The Option Committee met twice during fiscal 1999.
The Trust Funds Committee reviews the Company's handling of trust funds
under its employee benefits plans. During fiscal 1999 the Trust Funds Committee
met once. The members of the Trust Funds Committee are Messrs. Mack (Chairman),
Constance and Kimbel.
Compensation of Directors
Each director who is not an officer of the Company receives an annual
fee (the "Annual Retainer Fee") of $25,000, plus $1,000 for each meeting of the
Board of Directors attended, $2,500 per annum for service on a committee (except
the chairman of a committee, who receives $3,000 per annum) and $500 to $1,000
for each committee meeting attended, depending upon whether the committee
meeting is held in conjunction with a meeting of the Board of Directors,
independent of a meeting of the Board of Directors or by teleconference. Each
director receives reimbursement of his expenses incurred in attending each
meeting of the Board of Directors or of a committee.
Directors who are not officers of the Company may elect to apply up to
the entire amount of their Annual Retainer Fees and committee retainer fees in
exchange for options to purchase Common Stock pursuant to the 1992 Non-Qualified
Stock Option Plan (the "1992 Non-Qualified Plan"). The 1992 Non-Qualified Plan
provides that Common Stock underlying each option issued pursuant to such Plan
may be purchased for 100% of the market price of the Common Stock on the date of
grant. Although the amount of the Annual Retainer Fee is initially paid for the
option, such amount also constitutes 50% of the consideration payable for the
underlying Common Stock. When the Director exercises the option, the additional
50% of the purchase price of the Common Stock must be paid in cash by the
Director. If the Director does not timely exercise the option to purchase the
Common Stock, the Annual Retainer Fee applied to acquire the option will be
forfeited by the Director. In addition, each director of the Company has
received options to purchase shares of Common Stock under the 1995 Non-Qualified
Stock Option Plan (the "1995 Non-Qualified Plan"). No director who is not an
officer of the Company may receive options to purchase more than an aggregate of
30,000 shares of Common Stock in any calendar year under all of the Company's
Stock Option Plans.
Compensation Committee Interlocks and Insider Participation
Mr. Kimbel, who serves as a member of the Compensation Committee, has
been employed by the Company and certain of its predecessor companies since
1962. Mr. Kimbel was employed as an engineer by certain of such predecessor
companies and the Company from 1962 until June 1994, when he became Manager of
Human Resources for the Ensolite and Uniroyal Adhesives and Sealants divisions
of the Company; he is currently a consultant to the Company on special projects.
No executive officer of the Company served on the board of directors or
compensation committee of any entity which has one or more executive officers
serving as a member of the Company's Board of Directors or Compensation
Committee.
<PAGE>
6
Executive Officers of the Company
Officers of the Company are appointed to serve until the meeting of the
Board of Directors following the next annual meeting of stockholders or until
their respective successors have been duly elected and qualified. Any officer of
the Company may be removed, pursuant to the Company's By-Laws, with or without
cause, by a vote of a majority of the entire Board of Directors. Any officer of
the Company may resign at any time upon notice to the Company. The following
table sets forth the name, age and position of each executive officer of the
Company:
<TABLE>
<CAPTION>
====================================================================================================================
NAME AGE POSITION
====================================================================================================================
<S> <C> <C>
- --------------------------------------------------------------------------------------------------------------------
Howard R. Curd 60 Chairman of the Board of Directors and
Chief Executive Officer
- --------------------------------------------------------------------------------------------------------------------
Robert L. Soran 56 Director, President and Chief Operating Officer
- --------------------------------------------------------------------------------------------------------------------
George J. Zulanas, Jr. 55 Vice President, Chief Financial Officer and
Treasurer
- --------------------------------------------------------------------------------------------------------------------
Oliver J. Janney 53 Vice President, General Counsel and Secretary
- --------------------------------------------------------------------------------------------------------------------
Martin J. Gutfreund 58 Vice President, Human Resources and
Administration
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
The business experience of Messrs. Curd and Soran is described above
under "Election of Directors - Nominees for Director".
Messrs. Zulanas, Janney and Gutfreund were elected to the positions
set forth above as of September 21, 1992.
COMPENSATION OF EXECUTIVE OFFICERS
Report of the Compensation Committee
Role of the Compensation Committee
As was earlier described in the section on committees of the Board of
Directors, the Compensation Committee is responsible for administering the
compensation program for the executive officers of the Company.
Compensation Philosophy
The Company's compensation philosophy with respect to the compensation
of the Company's executive officers consists of the following core principles:
<PAGE>
7
o Base salary should be competitive in order to attract, retain and
motivate well-qualified executives.
o Incentive compensation should be directly related to achieving
specified levels of corporate financial performance. A
significant part of the executive officers' compensation should be
at risk, based upon the success of the Company.
o Long-term stock ownership of the Company's Common Stock by the
Company's executive officers creates a valuable link between the
Company's management and stockholders. Stock ownership gives
management strong incentives to properly balance the need for
short-term profits with long-term goals and objectives and to
develop strategies that build and sustain stockholder returns.
Executive Compensation Program
The Company's executive compensation program contains three components
which are intended to reflect the Company's compensation philosophy.
Base Salary. Base salary and adjustments to base salary are set by
employment agreements with Messrs. Curd, Soran, Zulanas and Janney. The base
salaries for executive officers are targeted at the upper quartiles of the
competitive market. For this purpose, the Compensation Committee reviews and
considers the salary ranges of executive officers in comparable positions at
companies comparable to the Company in various industries. The Compensation
Committee's practice is to review the base salary of each executive officer
annually, at which time the executive officer's base salary may be increased
beyond the contractually mandated incremental increases based upon the executive
officer's individual performance and contributions to the Company. The Committee
has not made any such increase in the past.
Annual Bonus. The Company's executive officers, as well as a number of
other key employees of the Company, are eligible for an annual cash bonus
pursuant to the Company's Management Incentive Plan (the "MIP"). Target annual
bonus amounts for the executive officers are established at the beginning of the
fiscal year by the Compensation Committee. For this purpose, the Compensation
Committee reviews and considers bonus amounts awarded to officers of companies
in comparable positions in various industries comparable in size to the Company
and also considers Company performance and the achievement of each executive
officer in his area of responsibility and the resulting contribution to overall
corporate performance. Total payments into the MIP Plan for all participants,
including executive officers, were approximately $1,200,000 for fiscal 1995,
approximately $687,000 for fiscal 1996, approximately $1,680,000 for fiscal
1997, approximately $1,948,000 for fiscal 1998, and approximately $1,955,000 for
fiscal 1999. Under the MIP the Compensation Committee has discretion to adjust
an individual's actual bonus payment from the amount that would otherwise be
payable under the formula, subject to approval by the full Board of Directors.
Long Term Incentives. The executive officers of the Company and 36
other current members of management and other key employees have been granted
and currently hold stock options pursuant to the Company's 1992 Stock Option
Plan (the "1992 Stock Option Plan"). In addition, eight current members of
management and other key employees have been granted and currently hold options
under the Company's 1994 Stock Option Plan (the "1994 Stock Option Plan"). The
1992 Stock Option Plan and 1994 Stock Option Plan are intended to provide
opportunities for stock ownership by management and other key employees, which
will increase their proprietary interest in the Company and, consequently, their
identification with the interests of the stockholders of the Company. In
addition, the executive officers have purchased stock on their own as a
demonstration of their commitment to the Company. Stock options granted under
the 1992 and 1994 Stock Option Plans have exercise prices equal to the fair
market value of the Company's Common Stock on the dates of grant. The stock
options have a ten-year term, except certain stock options granted for
three-year terms. A deferred compensation plan was instituted for the executive
officers in fiscal 1995; this improves the Company's short-term cash flow. A
split-dollar life insurance plan was also instituted, to facilitate executive
officers' saving for retirement. Effective October 1, 1998, the Board of
Directors approved a defined contribution retirement plan for certain
executives; benefits under such plan are conditional on an executive's being
employed by the Company until retirement. On October 26, 1999, the Board of
Directors approved a stock grant plan for directors and key employees, including
the executive officers; the plan is subject to approval by the stockholders.
Internal Revenue Code Section 162(m). Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code"), which became effective in 1994,
generally disallows a tax deduction to public companies for compensation over $1
million paid to the corporation's chief executive officer and each of the four
other most highly compensated executive officers. Certain exceptions are
provided for non-discretionary, performance-related compensation. The
Compensation Committee considers it unlikely that the compensation level of any
executive officer in 2000 would exceed the limit under Section 162(m). The
Compensation Committee will review the effects of Section 162(m), from time to
time, as it reviews changes in the design of compensation plans, to the extent
it deems appropriate.
Chief Executive Officer's Performance
The Compensation Committee has reviewed the compensation of the Chief
Executive Officer and has found the level appropriate in comparison with persons
holding similar positions in comparable companies and in light of favorable
developments at the Company during fiscal 1999, including the following:
increase in the Company's sales by ongoing operations by 4.5 percent, financing
of approximately $25 million of the cost of the construction of the Tampa,
Florida facility for the Uniroyal Optoelectronics joint venture and constructing
the facility and hiring a professional team to operate the joint venture,
continuation of the acquisition program to increase earnings and broaden the
product mix, completion of divestiture of the automotive coated fabrics
business, modernization and consolidation of the Polycast division from five
plants to three, expansion of the Royalite's capacity through capital
expenditures and increasing the visibility of the Company's common stock in the
market. All of these developments have contributed to an increase in the price
of the Company's stock by 5% during the 1999 fiscal year.
ROLAND H. MEYER, CHAIRMAN
THOMAS E. CONSTANCE
RICHARD D. KIMBEL
<PAGE>
8
Summary Compensation Table
The following table sets forth the cash and other compensation paid by
the Company in respect of the fiscal year ended September 26, 1999, to the Chief
Executive Officer and the other four most highly compensated officers of the
Company. Certain of the executive officers of the Company also received certain
other compensation, including automobile allowances. The amount of such other
compensation received by each of these officers was less than the lesser of
$50,000 or 10% of his respective cash compensation as set forth in the Salary
and Bonus columns of this table.
<PAGE>
9
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------===================
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
- ----------------------------------------------------------------------------------------------------------------==================
===================================== ============= ================ =============== ======================= ================
Other Securities
Salary Bonus Annual Compensation Underlying Options
Name and Principal Position Fiscal Year ($) ($) ($) (#)
===================================== ============= ================ =============== ======================= =================
<S> <C> <C> <C> <C> <C>
===================================== ============= ================ =============== ======================= =================
Howard R. Curd
Chairman of the Board and Chief
Executive Officer 1999 559,373 500,000 9,639 17,500
1998 550,262 500,000 6,461 184,053
1997 538,805 301,165 3,818 81,755
===================================== ============== ================ =============== ======================= ================
Robert L. Soran
President & Chief 1999 460,030 400,000 5,205 17,500
Operating Officer 1998 452,219 350,000 3,488 168,242
1997 442,712 247,454 2,061 66,275
===================================== ============= ================ =============== ======================= ================
George J. Zulanas, Jr.
Vice President,
Chief Financial Officer & Treasurer 1999 232,936 180,000 4,279 0
1998 228,971 180,000 2,868 97,432
1997 224,158 125,293 1,695 46,010
===================================== ============= ================ =============== ======================= ================
Oliver J. Janney
Vice President,
General Counsel & 1999 227,686 175,000 2,945 0
Secretary 1998 223,977 175,000 1,974 81,621
1997 219,314 122,585 1,167 30,530
===================================== ============= ================ =============== ======================= ================
Martin J. Gutfreund
Vice President, 1999 135,976 95,014 3,012 0
Human Resources and Administration 1998 145,409 95,014 2,088 12,500
1997 120,000 67,074 1,317 0
===================================== ============= ================ =============== ======================= ================
</TABLE>
<PAGE>
10
The Company has a salary administration program and the MIP for certain
management employees. The Board of Directors will consider any changes in
compensation for executive officers, including changes to the salary
administration program and the MIP, except for adjustments required pursuant to
employment agreements.
<PAGE>
11
Compensation Pursuant to Other Programs; Stock Option Plan
In addition to the salary administration program and MIP, in order to
retain and attract quality management, the Company maintains a compensation
program that includes stock option plans, a stock grant plan (subject to
approval by the Company's stockholders at the 2000 annual meeting) and benefit
programs such as disability and health insurance and death benefits. Stock
options for key employees are granted by the Option Committee, and the
Compensation Committee reviews the other benefit programs. The Option Committee
has delegated to the Vice President, Human Resources and Administration the
authority to grant limited stock options to key employees other than executive
officers following written approval by the Chief Executive Officer and the Chief
Operating Officer of the Company.
The options granted in the last fiscal year to the Chief Executive
Officer and the four most highly compensated executive officers of the Company
other than the Chief Executive Officer are set forth in the following table:
OPTION GRANTS IN LAST FISCAL YEAR
<PAGE>
12
<TABLE>
<CAPTION>
==================================================================================================================================
Potential Realizable Value at
Assumed Annual Rates of Stock
Price Appreciation for Option
Individual Grants Term
==================================================================================================================================
============================= ============== ====================== ============= ============= =============== =============
Number of
Securities
Underlying % of Total Options Exercise
Options Granted to Employees Price Expiration 5% 10%
Name Granted in Fiscal Year ($/Share) Date ($) ($)
============================== ============== ====================== ============= ============= =============== ============
============================== ============== ====================== ============= ============= =============== ============
<S> <C> <C> <C> <C> <C> <C>
Howard R. Curd
17,500 30% $8.0625 3/31/02 22,240 46,702
============================== ============== ====================== ============= ============= =============== ============
Robert L. Soran
17,500 30% $8.0625 3/31/02 22,240 46,702
============================== ============== ====================== ============= ============= =============== ============
</TABLE>
<PAGE>
13
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND
FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
============================== ============== ================ ========================== ============================
Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money Options at
Acquired in Value Realized Options at September 26, September 26,199916
Exercise (#) ($) 1999 ($)
============================== ============== ================ ========================== ============================
============================== ============== ================ ========================== ============================
<S> <C> <C> <C> <C>
Name Exercisable/ Exercisable/
Unexercisable Unexercisable
============================== ============== ================ ========================== ============================
============================== ============== ================ ========================== ============================
Howard R. Curd 263,588 726,694 97,920/227,255 631,967/448,067
============================== ============== ================ ========================== ============================
Robert L. Soran 10,000 16,500 296,765/205,252 2,117,722/386,936
============================== ============== ================ ========================== ============================
George J. Zulanas, Jr. 0 0 261,402/115,836 1,172,799/238,439
============================== ============== ================ ========================== ============================
Oliver J. Janney 81,533 316,033 50,241/94,013 477,485/177,308
============================== ============== ================ ========================== ============================
Martin J. Gutfreund 0 0 68,181/12,500 449,029/14,063
============================== ============== ================ ========================== ============================
</TABLE>
<PAGE>
14
CERTAIN TRANSACTIONS
Transactions with Directors
Thomas E. Constance, a director of the Company, is a Senior Partner of
the law firm of Kramer, Levin, Naftalis & Frankel, which performed legal
services for the Company during fiscal 1999.
Agreements with Executives
Mr. Curd, Chairman of the Board and Chief Executive Officer of the
Company, is employed pursuant to an agreement which was amended and restated as
of April 25, 1995. The agreement provides for a base salary of $480,300. Mr.
Curd's base salary is subject to adjustment annually during the term of the
agreement based on changes in the U.S. Consumer Price Index for all Urban
Consumers, U.S. City Average (the "CPI"). Pursuant to this provision, Mr. Curd's
base salary was increased by 2.13%, effective September 1, 1999. Mr. Curd is
also entitled to receive a bonus pursuant to the MIP at the end of each fiscal
year. Mr. Curd's employment agreement provides for a three-year base term
subject to automatic one-year extensions on each anniversary date of the
agreement unless such agreement is terminated by either party. In addition, Mr.
Curd is entitled to receive the base salary that he would have received for the
balance of the term of the agreement plus an amount equal to two years' salary
as severance upon termination of his employment by the Company.
Mr. Soran, President and Chief Operating Officer of the Company, is
employed pursuant to an agreement which was amended and restated as of April 25,
1995. The agreement is for a two-year term subject to automatic annual one-year
extensions on each anniversary date of the agreement unless such agreement is
terminated by either party. Mr. Soran's employment agreement provides for a base
salary of $395,000. Mr. Soran's base salary is subject to adjustment annually
during the term of the agreement based on changes in the CPI. Pursuant to this
provision, Mr. Soran's base salary was increased by 2.13%, effective September
1, 1999. Mr. Soran is also entitled to receive a bonus pursuant to the MIP at
the end of each fiscal year, as determined by the Board of Directors. In
addition, Mr. Soran is entitled to receive the base salary that he would have
received for the balance of the term of the agreement plus an amount equal to
one year's salary as severance upon termination of his employment by the
Company.
Mr. Zulanas, Vice President, Treasurer and Chief Financial Officer of
the Company, is employed pursuant to an agreement which was amended and restated
as of April 25, 1995. The agreement is for a two-year term subject to annual
one-year automatic extensions on each anniversary date of the agreement unless
such agreement is terminated by either party. Mr. Zulanas' employment agreement
provides for a base salary of $200,000. Mr. Zulanas' base salary is subject to
adjustment annually during the term of the agreement based on changes in the
CPI. Pursuant to this provision, Mr. Zulanas' base salary was increased by
2.13%, effective September 1, 1999. Mr. Zulanas is also entitled to receive a
bonus pursuant to the MIP at the end of each fiscal year, as determined by the
Board of Directors. In addition, Mr. Zulanas is entitled to receive the base
salary that he would have received for the balance of the term of the agreement
plus an amount equal to one year's salary as severance upon termination of his
employment by the Company.
<PAGE>
15
Mr. Janney, Vice President, Secretary and General Counsel of the
Company, is employed pursuant to an agreement which was amended and restated as
of April 25, 1995. The agreement provides for a base salary of $195,500. Mr.
Janney's base salary is subject to adjustment annually during the term of the
agreement based on changes in the CPI. Pursuant to this provision, Mr. Janney's
base salary was increased by 2.13%, effective September 1, 1999. Mr. Janney is
also entitled to receive a bonus pursuant to the MIP at the end of each fiscal
year. Mr. Janney's employment agreement provides for a two-year base term
subject to automatic one-year extensions on each anniversary date of the
agreement unless such agreement is terminated by either party. In addition, Mr.
Janney is entitled to receive his base salary for the balance of the term of the
agreement plus an amount equal to one year's salary as severance upon
termination of his employment by the Company.
STOCK PERFORMANCE GRAPH
The following table is a comparison of the five-year cumulative total
return among the Company, the Standard & Poor's 500 Composite Index and the
Standard & Poor's Chemical Index.
<TABLE>
<CAPTION>
TOTAL SHAREHOLDER RETURNS
================================ ===================================================================================
ANNUAL RETURN PERCENTAGE
Years Ending
================================ ===================================================================================
================================ ================== =============== ================ ============== ================
Company/Index Sept. 95 Sept. 96 Sept. 97 Sept. 98 Sept. 99
================================ ================== =============== ================ ============== ================
<S> <C> <C> <C> <C> <C>
- -------------------------------- ------------------ --------------- ---------------- -------------- ----------------
Uniroyal Technology Corp. 36.19 -21.88 48.00 100.00 5.41
- -------------------------------- ------------------ --------------- ---------------- -------------- ----------------
S&P 500 Index 29.74 20.33 40.45 9.05 27.8
- -------------------------------- ------------------ --------------- ---------------- -------------- ----------------
Chemicals (Specialty) - 500
28.59 7.74 12.97 -21.36 21.1
- -------------------------------- ------------------ --------------- ---------------- -------------- ----------------
============================== ============= =======================================================================
Base INDEXED RETURNS
Period Years Ending
============================== ============= =======================================================================
============================== ============= ============== ============= ============= ============= ==============
Company/Index Sept.94 Sept.95 Sept.96 Sept.97 Sept.98 Sept.99
============================== ============= ============== ============= ============= ============= ==============
- ------------------------------ ------------- -------------- ------------- ------------- ------------- --------------
Uniroyal Technology Corp.
100 136.19 106.40 157.47 314.95 331.97
- ------------------------------ ------------- -------------- ------------- ------------- ------------- --------------
S&P 500 Index 100 129.74 156.12 219.27 239.11 305.59
- ------------------------------ ------------- -------------- ------------- ------------- ------------- --------------
Chemicals (Specialty) - 500
100 128.59 138.55 156.52 123.09 149.06
- ------------------------------ ------------- -------------- ------------- ------------- ------------- --------------
</TABLE>
Source: Standard & Poor's Compustat
This comparison of five-year cumulative returns assumes that $100 was
invested on September 28, 1994 in Common Stock, the S&P 500 Composite Index
and the S&P Chemicals (Specialty) Index. No dividends were paid on the Common
Stock.
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Deloitte & Touche LLP as
independent public accountants for the Company for the fiscal year
ending October 1, 2000, subject to approval by the stockholders. The Board of
Directors recommends that such appointment be ratified.
Representatives of Deloitte & Touche LLP will be present at the
meeting and will have the opportunity to make a statement, if they desire to
do so, and respond to appropriate questions.
ADOPTION OF 2000 STOCK PLAN
On October 26, 1999, the Board of Directors adopted the 2000 Stock
Plan for key employees and directors (the "Plan") in the form attached
hereto as Exhibit A. The Plan offers key employees an incentive to purchase
additional stock of the Company. Under the Plan, each key employee is
set a goal of spending a percentage of the sum of the individual's base salary
plus Management Incentive Plan potential payment each year. To the extent that
each participant achieves the goal, the Company will issue to the
participant shares of restricted common stock of the Company that equal 25%
of the shares purchased by the individual. As an additional incentive, such
restricted shares may be issued on up to 150% of the goal. Under the Plan
each director will be set a goal of spending $25,000 on common stock of
the Company and on reaching the goal in any fiscal year, would receive
restricted shares of the common stock of the Company totaling 25% of shares
purchased by such director, up to a total of 150% of the goal.
It is anticipated that one third of the shares issued under the
Plan will cease to be restricted in each year or, in the alternative,
one-third of each grant will vest on each anniversary of the grant. The
Company has no obligation to register shares covered by either of the Plan
under the Securities Act of 1933. The Company may require each person
receiving restricted stock under the Plan to give a representation in
writing that such key employee or director is acquiring the restricted
shares for his or her own account for investment and not with a view to or for
sale in connection with distribution of any portion thereof.
The Board of Directors reserves the right to amend, modify, suspend
or terminate the Plan for the purpose of meeting or addressing any changes in
legal requirements or for any other purpose permitted by law.
The Plan will be effective if and when approved by a majority of
the Company's stockholders at the 2000 annual meeting or any adjournment
thereof.
OTHER MATTERS THAT MAY COME BEFORE THE MEETING
Management of the Company knows of no matters other than those
stated above which are to be brought before the meeting. However, if any
such other matters should be presented for consideration and voting, it is the
intention of the persons named in the proxy to vote on such matters in
accordance with their judgment.
STOCKHOLDER PROPOSALS
Proposals by stockholders intended to be presented at the 2001
annual meeting must be forwarded in writing and received at the principal
executive offices of the Company not later than November 13, 2000,
directed to the attention of the Secretary, for consideration for
inclusion in the Company's proxy statement for the Annual Meeting of
Stockholders to be held in 2001. Any such proposals must comply in all respects
with the rules and regulations of the Securities and Exchange Commission.
OLIVER J. JANNEY
Secretary
January 24, 2000
<PAGE>
Footnotes to beneficial stock ownership table:
1 The address for all directors and executive officers is c/o the Company,
Two North Tamiami Trail, Suite 900, Sarasota, Florida 34236.
2 Information contained in the table reflects "beneficial ownership" as
defined in Rule 13d-3 under the Securities Exchange Act of 1934. This table
is based on information supplied by directors, officers and beneficial
owners of ten percent or more of the Common Stock, Forms 13D and 13G
filed with the Securities and Exchange Commission by beneficial owners
of 5% or more of the Common Stock and information published by the Nasdaq
National Market. Unless otherwise indicated, the stockholders identified in
this table have sole voting and investment power with respect to the
shares beneficially owned by them.
3 Applicable percentages are based on 11,878,982 shares of Common Stock
outstanding, plus, for each director and officer, shares issuable pursuant
to currently exercisable options under the Company's stock option plans,
and shares issuable pursuant to outstanding warrants.
4 Includes 288,981 shares of Common Stock issuable pursuant to
currently exercisable options granted under the Company's stock option
plans, 76,300 shares of Common Stock issuable pursuant to warrants and
18,166 shares of Common Stock in the Company's Savings Plan.
5 Includes 55,661 shares of Common Stock issuable pursuant to
currently exercisable options granted under the Company's 1992
Non-Qualified Stock Option Plan and 1995 Non-Qualified Stock Option Plan.
6 Includes 296,765 shares of Common Stock issuable pursuant to
currently exercisable options granted under the Company's stock option
plans and 1,183 shares of Common Stock in the Company's Savings Plan. Does
not include 97,500 shares held in trust for a family member nor 35,000 held
by family members residing in Mr. Soran's household, as to which Mr. Soran
disclaims beneficial ownership.
7 Includes 163,970 shares of Common Stock issuable pursuant to
currently exercisable options granted under the Company's stock option
plans and 3,552 shares of Common Stock in the Company's Savings Plan.
8 Includes 71,035 shares of Common Stock issuable pursuant to
currently exercisable options granted under the Company's 1992
Non-Qualified Stock Option Plan and 1995 Non-Qualified Stock Option Plan.
9 Includes 57,748 shares of Common Stock issuable pursuant to
currently exercisable options granted under the Company's stock option
plans and 1,183 shares of Common Stock in the Company's Savings Plan.
10 Includes 68,181 shares of Common Stock issuable pursuant to
currently exercisable options granted under the Company's stock option
plans and 14,770 shares of Common Stock in the Company's Savings Plan.
11 Less than one percent.
12 Includes 48,410 shares of Common Stock issuable pursuant to
currently exercisable options granted under the Company's stock option
plans, 437 shares of Common Stock in the Company's Savings Plan and 330
shares of Common Stock in the Company's Employee Stock Ownership Plan.
13 Consists of Common Stock issuable pursuant to currently exercisable
options granted under the Company's 1992 Non-Qualified Stock Option Plan and
1995 Non-Qualified Stock Option Plan.
14 Includes 27,500 shares of Common Stock issuable pursuant to
currently exercisable options granted under the Company's 1995
Non-Qualified Stock Option Plan.
15 Includes 1,165,431 shares of Common Stock issuable pursuant to
currently exercisable options granted under the Company's stock option plans.
- -------------------------------------------------------
Footnote to Aggregated Options Exercises Table:
1 The values are based on the closing price of the Common Stock on
the Nasdaq National Market on September 24, 1999, which
was $9.875 per share.
16
<PAGE>
EXHIBIT A
THE UNIROYAL TECHNOLOGY CORPORATION. 2000 STOCK PLAN
<PAGE>
PAGE 1
1. Purpose.
The purpose of the 2000 Stock Plan (the "Plan") of Uniroyal
Technology Corporation, a Delaware corporation (the "Company"), is to
attract and retain officers, employees, directors and independent
contractors of the Company, or any Subsidiary or Affiliate which now exists
or hereafter is organized or acquired, and to furnish additional
incentives to such persons by encouraging them to acquire a proprietary
interest in the Company. The Plan is intended to satisfy the requirements
of Rule 16b-3 promulgated under Section 16 of the Exchange Act and shall
be interpreted in a manner consistent with the requirements thereof.
2. Definitions.
For purposes of the Plan, the following terms shall be defined as set
forth below:
(a) "Affiliate" means any entity (whether or not incorporated) if, at the time
of granting of Restricted Stock, the entity controls, is controlled by or
is under common control with the Company.
(b) "Board" means the Board of Directors of the Company.
(c) "Cause" means (A) a Participant's conviction of any crime or
offense constituting a felony under applicable law or any other crime or
offense constituting fraud, embezzlement, theft, larceny or
misappropriation, (B) a Participant's breach or violation of the agreement
between the Company and such Participant setting forth the terms and
conditions of an award of Stock or Restricted Stock under the Plan, (C) a
Participant's frequent and unjustifiable absenteeism, other than solely by
reason of illness or physical or mental disability and (D) a Participant's
willful misconduct or gross negligence in the performance of such
Participant's services to the Company or a Subsidiary, as determined by the
Board acting in its sole discretion and good faith.
(d) "Change in Control" means a change in control of the Company, which will be
deemed to occur if:
(i) any person, as such term is used in Sections 13(d) and 14(d)
of the Exchange Act (other than an Exempt Person) is or
becomes the beneficial owner (as defined in Rule 13d-3 under
the Securities Exchange Act), directly or indirectly, of
securities of the Company representing 50% or more of the
combined voting power of the Companys then outstanding voting
securities; provided that no Change of Control shall be deemed
to have occurred as a result of an acquisition by the Company of
any of its then outstanding voting securities which, by reducing
the number of shares outstanding, increases the proportionate
number of shares of voting securities beneficially owned by any
person to 50% or more of the combined voting power of the
Company's then outstanding voting securities; provided
further, that if a person shall become the beneficial owner
of 50% or more of the combined voting power of the Company's
then outstanding voting securities by reason of share
purchases by the Company and shall, after such share purchases
by the Company, become the beneficial owner of any additional
voting securities of the Company, then a Change of Control
shall be deemed to have occurred; and provided further, that,
notwithstanding anything to the contrary contained in the Plan,
if the Board determines in good faith that a person who would
otherwise be a beneficial owner as defined pursuant to the
foregoing provisions of this paragraph has become such
inadvertently, in a manner that otherwise would cause a Change
of Control, and such person divests as promptly as practicable
a sufficient number of voting securities so that such person
would no longer be a beneficial owner, then a Change of
Control shall be deemed not to have occurred for any purposes
of this Plan;
(ii) during any period of two consecutive years, individuals who at
the beginning of such period constitute the Board, and any new
director (other than a director designated by a person who has
entered into an agreement with the Company to effect a
transaction described in clause (i), (iii) or (iv) of this
Section 2(d)) whose election by the Board or nomination for
election by the Company's stockholders was approved by a vote
of at least a majority of the directors still in office who
either were directors at the beginning of the period or whose
election or nomination for election was previously so
approved, cease for any reason to constitute at least a
majority thereof;
(iii) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation. other
than (A) a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of
the surviving or parent entity) 50% or more of the combined
voting power of the voting securities of the Company or such
surviving or parent entity outstanding immediately after such
merger or consolidation or (B) a merger or consolidation
effected to implement a recapitalization of the Company (or
similar transaction) in which no person (as hereinbefore
defined), other than an Exempt Person, acquired 50% or more of
the combined voting power of the Company's then outstanding
securities; or
(iv) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the
Company's assets (or any transaction having a similar effect).
(e) "Code" means the Internal Revenue Code of 1986, as amended from time
to time.
(f) "Committee" means the Option Committee of the Board or such other
committee as the Board shall appoint from time to time to administer the
Plan; provided, that the Committee shall at all times consist of two
or more persons. The Committee shall consist solely of individuals who
are non-employee directors within the meaning of Rule 16b-3.
Each member of the Committee shall be an outside director within the
meaning of Section 162(m) of the Code.
(g) "Company" means Uniroyal Technology Corporation, a corporation organized
under the laws of the State of Delaware, or any successor corporation.
(h) Disability means the inability of a Participant to perform his or her
duties for a period of at least 180 days due to mental or physical
infirmity, as determined pursuant to the Companys policies.
(i) Employee means any officer or employee of the Company, any Subsidiary
or any Affiliate (as determined by the Committee in its sole
discretion).
(j) Exchange Act means the Securities Exchange Act of 1934, as amended.
(k) Exempt Person means (1) the Company, (2) any trustee or any
fiduciary holding securities under an employee benefit plan of the
Company, (3) any corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as
their ownership of Stock, or (4) any person or group of persons who,
immediately prior to the adoption of this Plan, owned more than 50% of
the combined voting power of the Company's then outstanding securities.
(l) "Fair Market Value" means, with respect to a share of Stock on an
applicable date:
(i) If the Stock is traded on a national securities exchange,
including the National Market System of the National
Association of Securities Dealers Automated Quotation System,
(A) the average of the high and low reported sales price
regular way per share of Stock on the principal national
securities exchange on which the Stock is traded or (B) if no
reported sales take place on the applicable date, the average
of the highest bid and lowest asked price of the Stock on such
exchange or (C) if no such quotation is made on such date, on
the next preceding day (not more than ten business days prior
to the applicable date) on which there were reported sales or
such quotations.
(ii) If the Stock is not traded on a national securities exchange
but quotations are available for Stock on the over-the-counter
market, (A) the mean between the highest bid and lowest asked
quotation on the over-the-counter market as reported by the
National Quotations Bureau, or any similar organization, on
the applicable date or (B), if no such quotation is made on
such date, on the next preceding day (not more than ten
business days prior to the applicable date) on which there
were such quotations.
(iii) If the Stock is neither traded on a national securities
exchange nor are quotations therefor available on the
over-the-counter market or if there are no sales or quotations
in the ten business days immediately prior to the applicable
date, as determined in good faith by the Committee in a manner
consistently applied.
(m) "Participant" means any officer, Employee, director or independent
contractor of the Company, a Subsidiary or an Affiliate designated by the
Committee to receive Stock or Restricted Stock under the Plan.
(n) "Plan" means this Uniroyal Technology Corporation 1999 Stock Plan,
as amended from time to time.
(o) "Restricted Period" means the period during which shares of Restricted
Stock are subjected to forfeiture and restrictions on transferability
pursuant to Section 6 of the Plan.
(p) "Restricted Stock" means Stock granted to a Participant pursuant to the
Plan which is subject to forfeiture and restrictions on transferability in
accordance with Section 6 of the Plan. (q) Retirement means termination
of a Participants employment on or after the Participants normal
retirement date.
(q) "Retirement" means termination of a Participant's employment on or after
the Participant's normal retirement date.
(r) "Rule 16b-3" means Rule 16b-3, as from time to time in effect, promulgated
by the Securities and Exchange Commission under Section 16 of the
Exchange Act, including any successor to such Rule.
(s) "Securities Act" means the Securities Act of 1933, as amended.
(t) "Stock" means the common stock, par value $.01 per share, of the Company.
(u) "Stock Award" means Stock granted to a Participant under Section 7 of
the Plan and subject to the terms and conditions of this Plan.
(v) "Subsidiary" means any corporation in which the Company, directly
or indirectly, owns stock possessing 50% or more of the total combined
voting power of all classes of stock of such corporation.
3. Administration.
The Plan shall be administered by the Committee. The Committee shall
have the authority in its discretion, subject to and not inconsistent with
the express provisions of the Plan, to administer the Plan and to exercise
all the powers and authorities either specifically granted to it under the Plan
or necessary or advisable in the administration of the Plan, including,
without limitation, the authority to grant awards of Stock and Restricted
Stock; to determine the persons to whom and the time or times at which
awards of Stock and Restricted Stock should be granted; to determine the
number of shares of Stock and Restricted Stock to be granted and the
terms, conditions and restrictions relating to any awards of Restricted
Stock; to determine whether, to what extent and under what circumstances
awards of Stock and Restricted Stock may be canceled, forfeited, exchanged
or surrendered; to make adjustments in the terms and conditions of, and the
criteria included in, awards of Stock and Restricted Stock in recognition of
unusual or non-recurring events affecting the Company or any Subsidiary, or
in response to changes in applicable laws, regulations or accounting
principles; to construe and interpret the Plan and any awards of
Stock and Restricted Stock; to prescribe, amend and rescind rules
and regulations relating to the Plan; to determine the terms and provisions
of the Stock Agreements and Restricted Stock Agreements (which need not be
identical for each Participant); and to make all other determinations deemed
necessary or advisable for the administration of the Plan.
The Committee may appoint a chairperson and a secretary and may make
such rules and regulations for the conduct of its business as it shall deem
advisable, and shall keep minutes of its meetings. All determinations of the
Committee shall be made by a majority of its members either present in person
or participating by conference telephone at a meeting or by written consent.
The Committee may delegate to one or more of its members or to one or more
agents such administrative duties as it may deem advisable, and the
Committee or any person to whom it has delegated duties as aforesaid may
employ one or more persons to render advice with respect to any
responsibility the Committee or such person may have under the Plan.
All decisions, determinations and interpretations of the Committee shall be
final and binding on all persons, including the Company and any
Subsidiary or Participant (or any person claiming any rights under the
Plan from or through any Participant) and any stockholder.
No member of the Board or Committee shall be liable for any action taken
or determination made in good faith with respect to the Plan or any award of
Stock or Restricted Stock granted hereunder.
4. Granting and Establishing Terms of Awards.
The Committee shall have authority, subject to the terms of the Plan,
to determine the officers, employees, directors and independent
contractors of the Company or any Subsidiary or Affiliate eligible for
awards of Stock and Restricted Stock and those to whom Stock and Restricted
Stock shall be granted, the number of shares of Stock to be covered by each
award of Stock and Restricted Stock, the time or times at which Stock and
Restricted Stock shall be granted, the terms and provisions of the
instruments by which Stock and Restricted Stock shall be evidenced; and
to determine the period of time during which restrictions on Restricted Stock
shall remain in effect. The grant of Stock or Restricted Stock to any
Participant shall neither entitle such Participant to, nor
disqualify him from, participation in any other award of Stock or Restricted
Stock.
5. Stock Subject to the Plan.
The maximum number of shares of Stock reserved for the award of Stock
and Restricted Stock under the Plan shall be 250,000 shares of Stock,
subject to adjustment as provided herein. Such shares may, in whole or in
part, be authorized but unissued shares or shares that shall have been or
may be reacquired by the Company in private transactions or otherwise. If any
shares of Stock or Restricted Stock are forfeited, canceled, exchanged or
surrendered, the shares of Stock and Restricted Stock shall, to the
extent of any such forfeiture, cancellation, exchange, surrender,
termination or expiration, again be available under the Plan. In no event shall
any Participant acquire, pursuant to any awards of Stock or Restricted Stock
under this Plan, more than 50% of the aggregate number of shares of Stock
reserved for awards under the Plan.
In the event that the Committee shall determine, in its sole
discretion, that any dividend or other distribution (whether in the form of
cash, Stock, or other property), recapitalization, stock split, reverse
split, any reorganization, merger, consolidation, spin_off, combination,
repurchase, share exchange, license arrangement, strategic alliance or other
similar corporate transaction or event, affects the Stock such that an
adjustment is appropriate in order to prevent dilution or enlargement of the
rights of any Participants in the Plan, then the Committee shall make such
equitable changes or adjustments as it deems necessary or appropriate to
(i) the number and kind of shares of Stock which may thereafter be issued in
accordance with the Plan, or, (ii) the number and kind of shares of Stock
issued or issuable in respect of the Plan.
6. Specific Terms of Grants of Restricted Stock.
(a) Grant of Restricted Stock. Any award made hereunder of Restricted
Stock shall be subject to the terms and conditions of the Plan and to any
other terms and conditions not inconsistent with the Plan (including,
but not limited to, requiring the Participant to pay the Company an amount
equal to at least the par value per share for each share of Restricted Stock
awarded) as shall be prescribed by the Committee in its sole
discretion. The Committee may require that, as a condition to any award of
Restricted Stock under the Plan, the Participant shall have entered
into an agreement with the Company setting forth the terms and conditions of
such award and such other matters as the Committee, in its sole discretion,
shall have determined. As determined by the Committee, the Company shall
either (i) transfer or issue to each Participant to whom an award of
Restricted Stock has been made the number of shares of Restricted Stock
specified by the Committee or (ii) hold such shares of Restricted Stock
for the benefit of the Participant for the Restricted Period.
(b) Restrictions on Transferability. Shares of Restricted Stock may
not be sold, assigned, transferred, pledged, hypothecated or
otherwise encumbered by the Participant during the Restricted Period,
except as hereinafter provided.
(c) Rights as a Shareholder. Except for the restrictions set forth
herein and unless otherwise determined by the Committee, the Participant
shall have all the rights of a shareholder with respect to Restricted
Stock, including, without limitation, the right to vote and the right
to receive dividends.
(d) Lapse of Restricted Period. The Restricted Period shall commence
upon the date of grant and shall lapse with respect to the shares of
Restricted Stock on the earlier of (a) the date specified by the Committee
at the time of the grant or (b) the date of a Change of Control, unless
sooner terminated as otherwise provided herein.
(e) Legend. Each certificate issued to a Participant in
respect of shares of Restricted Stock awarded under the Plan shall
be registered in the name of the Participant and shall bear the following
(or similar) legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
ANY STATE SECURITIES LAWS AND CANNOT BE SOLD OR OTHERWISE
TRANSFERRED EXCEPT PURSUANT TO REGISTRATION UNDER SAID ACT OR
IN COMPLIANCE WITH AN EXEMPTION THEREFROM. ADDITIONALLY, THE
SALE, TRANSFER, ASSIGNMENT, PLEDGE, OR ENCUMBRANCE OF THE
TERMS AND CONDITIONS OF THE UNIROYAL TECHNOLOGY CORPORATION
1999 RESTRICTED STOCK PLAN AND AN AGREEMENT BETWEEN UNIROYAL
TECHNOLOGY CORPORATION AND THE HOLDER OF RECORD OF THIS
CERTIFICATE PURSUANT TO SUCH PLAN, AND NO TRANSFER OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE IN CONTRAVENTION OF
SUCH PLAN OR SUCH AGREEMENT SHALL BE VALID OR EFFECTIVE.
COPIES OF SUCH PLAN AND SUCH AGREEMENT MAY BE OBTAINED BY
WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE
CERTIFICATE TO THE SECRETARY OF UNIROYAL TECHNOLOGY
CORPORATION"
(f) Death, Disability, Retirement or Termination of Employment. Unless
the Committee shall otherwise determine at the date of grant, if a Participant
ceases to be an officer of, in the employ of, a director of, or maintain an
independent contractor relationship with, the Company or any Subsidiary or
Affiliate by reason of death, the Restricted Period covering all shares of
Restricted Stock issued to such Participant under the Plan shall immediately
lapse. Except as set forth in the immediately preceding sentence, unless the
Committee shall otherwise determine at the date of grant, if a Participant
ceases to be an officer of, in the employ of, a director of, or maintain an
independent contractor relationship with, the Company or any Subsidiary or
Affiliate by reason of Disability or Retirement, or for any reason other than
for Cause, all shares of Restricted Stock issued to such Participant shall
remain subject to the restrictions on transferability pursuant to Section 6(b)
until the lapse of the Restricted Period pursuant to Section 6(d).
(g) Termination for Cause. Unless the Committee shall otherwise
determine at the date of grant, if a Participant's service as an
officer, employee, director or independent contractor with the Company
or any Subsidiary is terminated for Cause at any time prior to the date
when the Restricted Period lapses, all shares of Restricted Stock owned
by such Participant shall revert back to the Company upon the such
termination.
(h) Issuance of new Certificates. Upon the lapse of the Restricted Period
with respect to any shares of Restricted Stock, such shares shall no
longer be subject to the restrictions imposed under Section 6 and the
Company shall issue or have issued new share certificates without the legend
described in Section 6 in exchange for those previously issued.
7. Specific Terms of Awards of Stock.
(a) In General. A Stock Award is a grant of Stock or a right to
receive Stock (or its cash equivalent or a combination of both) in the
future. Each Stock Award shall be subject to such conditions, restrictions
and contingencies as the Committee shall determine and shall be based on
annual Stock owernship targets set by the Committee.
(b) Awards to Employees. Each Participant who is an Employee will
be set an annual goal of spending 10% of the sum of the Employee's base salary
plus potential under the Company's Management Incentive Plan for that
calendar year to purchase Stock, subject to such other conditions as may be
established by the Committee. If the Employee meets such goal, the Company
will issue Stock under the Plan representing 25% of the number of shares
purchased by such Employee under the Plan up to 150% of the annual goal.
(c) Awards to Directors. Each non-officer director of the Company
may participate in the plan by spending at least $25,000 to purchase Stock
during a calendar year. The Company will issue Stock under the Plan to each
Participant who is a non-officer director of the Company representing 25% of
the number of shares purchased by such director under the Plan during the
calendar year up to 150% of the $25,000.
(d) Dividends and Dividend Equivalents. Stock Awards granted under the
Plan include the right to receive dividend or dividend equivalent payments.
8. General Provisions.
(a) Compliance with Legal and Exchange Requirements. The Plan, the
granting and exercising of Stock and Restricted Stock thereunder, and the other
obligations of the Company under the Plan and any Stock Agreement or Restricted
Stock Agreement, shall be subject to all applicable federal and state laws,
rules and regulations, and to such approvals by any regulatory or governmental
agency as may be required. The Company, in its discretion, may postpone the
issuance or delivery of Stock until completion of stock exchange listing or
registration or qualification of such Stock or other required action under any
state, federal or foreign law, rule or regulation as the Company may consider
appropriate, and may require any Participant to make such representations and
furnish such information as it may consider appropriate in connection with the
issuance or delivery of Stock in compliance with applicable laws, rules and
regulations.
(b) No Right to Continued Employment, or Benefits. Nothing in the Plan
or in any Stock granted or Stock Agreement or Restricted Stock Agreement
entered into pursuant to the Plan shall confer upon any Participant the right
to continue as an officer of, in the employ of, as a director of, or an
independent contractor to, the Company, any Subsidiary or any Affiliate, as the
case may be, or to be entitled to any remuneration or benefits not set forth in
the Plan or such Stock Agreement or Restricted Stock Agreement or to interfere
with or limit in any way the right of the Company or any Subsidiary to
terminate such Participant's service with the Company, any Subsidiary or any
Affiliate.
(c) Taxes. The Company, or any Subsidiary is authorized to withhold from
any payment relating to Stock or Restricted Stock under the Plan or any other
payment to a Participant, amounts of withholding and other taxes due in
connection with any transaction involving Stock or Restricted Stock, and to
take such other action as the Committee may deem advisable to enable the
Company and a Participant to satisfy obligations for the payment of withholding
taxes and other tax obligations relating to Stock and Restricted Stock. This
authority shall include authority to withhold or receive Stock or other
property and to make cash payments in respect thereof in satisfaction of a
Participant's tax obligations.
(d) Amendment and Termination of the Plan. The Board or Committee may
terminate the Plan, in whole or in part, may suspend the Plan, in whole or in
part from time to time, and may amend the Plan from time to time, including the
adoption of amendments deemed necessary or desirable to qualify the grants of
Stock and Restricted Stock under the laws of various states (including tax
laws), or to correct any defect or supply an omission or reconcile any
inconsistency in the Plan or in any grant of Stock or Restricted Stock
thereunder, without the approval of the shareholders of the Company; provided,
however, that no action shall be taken without the approval of the shareholders
of the Company to increase the number of shares of Stock that may be awarded
hereunder, increase the benefits accruing to Participants under the Plan,
change the requirements as to eligibility to participate in the Plan, withdraw
administration from the Committee. No amendment or termination or modification
of the Plan shall in any manner affect grants of Stock or Restricted Stock
without the consent of the Participants, unless the Committee has made a
determination that an amendment or modification is in the best interest of all
persons to whom grants have been made. The Plan shall terminate when all
shares of Stock subject to awards of Stock or Restricted Stock under the Plan
have been issued and are no longer subject to forfeiture under the terms hereof
unless earlier terminated by the Board or the Committee.
(e) No Rights to Stock. No Participant shall have any claim to be
granted any Stock or Restricted Stock under the Plan, and there is no
obligation for uniformity of treatment of Participants.
(f) Governing Law. The Plan and all determinations made
and actions taken pursuant hereto shall be governed by the laws of the
State of New York without giving effect to the conflict of laws principles
thereof.
(g) Effective Date. The Plan shall take effect upon its adoption
by the Board (the "Effective Date"), but the Plan (and any grants of
Stock or Restricted Stock made prior to the stockholder approval mentioned
herein) shall be subject to the approval of the holder(s) of a majority of
the issued and outstanding shares of voting securities of the Company
entitled to vote, which approval must occur within twelve months of
the Effective Date. In the absence of such approval, such grant of Stock or
Restricted Stock shall be null and void.
(h) Savings Provision. Any action taken by the Committee or the Board
pursuant to the Plan, and any provision of the Plan, is null and void if it
does not comply with the requirements of Rule 16b-3 and would
otherwise result in liability under Section 16(b) of the Exchange Act.
<PAGE>
UNIROYAL TECHNOLOGY CORPORATION
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints HOWARD R. CURD, ROBERT L. SORAN, and
OLIVER J. JANNEY, and each of them with power of substitution, to represent and
to vote on behalf of the undersigned all of the shares of Uniroyal Technology
Corporation (the "Company") which the undersigned is entitled to vote at the
Annual Meeting of Stockholders to be held at the University Club, 1 West 54th
Street, New York, New York, on Friday, March 10, 2000, at 9:30 a.m. (E.S.T.),
and at any adjournment or adjournments thereof, hereby revoking all proxies
heretofore given with respect to such stock upon the following proposals more
fully described in the notice of and proxy statement for the meeting (receipt
whereof is hereby acknowledged).
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THE PROXY WILL
BE VOTED FOR PROPOSALS 1, 2 AND 3.
(Continued, and to be signed on the other side)
UNIROYAL TECHNOLOGY CORPORATION
P.O. BOX 11155
NEW YORK, NY 10203-0155
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR (1), (2) AND (3).
The undersigned hereby votes at the Annual Meeting of Stockholders of Uniroyal
Technology Corporation on March 10, 2000, AS FOLLOWS:
1. ELECTION OF DIRECTORS
___ FOR all nominees listed below ____ WITHHOLD AUTHORITY to
vote for all nominees listed below
Nominees: Howard R. Curd, Robert L. Soran, Peter C. B. Bynoe, Thomas E.
Constance, Richard D. Kimbel, Curtis L.Mack, Roland H. Meyer,and John A. Porter.
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
-----------------------------------------------
2.PROPOSAL TO APPROVE DELOITTE & TOUCHE LLP AS THE COMPANY'S AUDITORS FOR THE
2000 FISCAL YEAR.
__ FOR ___ AGAINST ___ ABSTAIN
3. PROPOSAL TO ADOPT THE 2000 STOCK PLAN FOR DIRECTORS AND KEY EMPLOYEES.
__ FOR ___ AGAINST ___ ABSTAIN
4. In their discretion upon such other matters as may properly come before the
meeting.
I plan to attend the Change of Address or
annual meeting ___ Comments Mark Here ____
Please sign exactly as your name appears to the left
and below. When shares are held by joint tenants,
both should sign. When signing as attorney, executor,
administrator, trustee, or guardian, please give full
title as such. If a corporation, please sign in full
corporate name by President or other authorized
officer. If a partnership, please sign in partnership
name by authorized person.
Dated: ______________, 2000
__________________________
Signature
Signature, if held jointly
Please return in the enclosed postage-paid envelope.
Votes must be indicated (x) in Black or Blue ink.
