<PAGE> 1
================================================================================
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12.
</TABLE>
CableLink, Inc.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 Act Rule 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: ...........................................................
================================================================================
<PAGE> 2
CABLE LINK, INC.
280 COZZINS STREET
COLUMBUS, OHIO 43215-2379
(614) 221-3131
2000 ANNUAL MEETING OF SHAREHOLDERS
May 8, 2000
Dear Shareholder:
You are invited to attend the 2000 Annual Meeting of Shareholders of Cable
Link, Inc. which will be held at 9:00 a.m., Eastern Time, on June 9, 2000, at
its office at 3284 N. 29th Court, Hollywood, Florida. The matters on the meeting
agenda are described in the Notice of 2000 Annual Meeting of Shareholders and
Proxy Statement which accompany this letter.
We hope you will be able to attend the meeting, but whatever your plans, we
ask that you please complete, execute, and date the enclosed proxy card and
return it in the envelope provided so that your shares will be represented at
the meeting.
Very truly yours,
Bob Binsky, Chairman of the Board
<PAGE> 3
CABLE LINK, INC.
NOTICE OF 2000 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 9, 2000
TO THE SHAREHOLDERS OF
CABLE LINK, INC.:
The Annual Meeting of Shareholders of Cable Link, Inc. (the "Company") will
be held at 3284 N. 29th Court, Hollywood, Florida, on Friday, June 9, 2000, at
9:00 a.m., Eastern Time, for the following purposes:
1. To elect six directors, each to serve for a term of one year or until
their successors are duly elected.
2. To consider and act upon a proposal to approve the Company's Amended
and Restated 1995 Stock Option Plan, as amended, as further described
in the Proxy Statement attached hereto.
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Directors has fixed the close of business on April 28, 2000,
as the record date for the determination of shareholders entitled to notice of
and to vote at the Annual Meeting and any adjournment thereof. A list of
shareholders will be available for examination by any shareholder at the Annual
Meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE SIGN, DATE,
AND RETURN THE ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED.
By Order of the Board of Directors
Bob Binsky, Chairman of the Board
Columbus, Ohio
May 8, 2000
2
<PAGE> 4
CABLE LINK, INC.
------------------------------
ANNUAL MEETING OF SHAREHOLDERS
JUNE 9, 2000
------------------------------
PROXY STATEMENT
DATED MAY 8, 2000
------------------------------
GENERAL INFORMATION
Solicitation. This Proxy Statement is furnished to the shareholders of
Cable Link, Inc., an Ohio corporation (the "Company"), in connection with the
solicitation by the Board of Directors of the Company of proxies to be voted at
the Annual Meeting of Shareholders of the Company (the "Annual Meeting") to be
held on June 9, 2000 and any adjournment thereof. This Proxy Statement and the
accompanying proxy card are first being mailed to shareholders on or about May
8, 2000.
Voting Rights. Shareholders of record at the close of business on April 28,
2000 are entitled to notice of and to vote at the Annual Meeting. As of that
date, there were 1,708,936 shares of Common Stock of the Company, without par
value ("Common Stock"), issued and outstanding. Each shareholder of record on
April 28, 2000, is entitled to one vote per share with respect to all matters
which may be brought before the Annual Meeting.
Each shareholder of record on April 28, 2000 has cumulative voting rights
with respect to the election of directors. Cumulative voting rights entitle each
shareholder to give one candidate for director as many votes as the number of
directors to be elected multiplied by the number of shares held by the
shareholder of record on April 28, 2000 or to distribute votes on the same
principle among two or more candidates, as the shareholder sees fit. In order to
exercise cumulative voting rights, a shareholder must notify the president, any
vice-president, or the secretary of the Company in writing at least 48 hours
before the time fixed for the Annual Meeting of the shareholder's intention to
exercise cumulative voting rights.
Authorization. All shares represented by properly executed proxies received
by the Company pursuant to this solicitation will be voted in accordance with
the shareholder's directions specified on the proxy card. The proxies solicited
by the Board of Directors grant the persons acting under the proxies the
discretionary authority to cumulate votes. If no directions have been specified
by marking the appropriate square on the accompanying proxy card, the shares
represented by such proxy will be voted in accordance with the recommendation of
the Board of Directors, which is (1) FOR the election of Bob Binsky, Eric S.
Newman, Sherry J. Rothfield, Michael Tsao, Carla B. Cole and Brenda L. Castle as
directors of the Company and (2) FOR approval of the Amended and Restated 1995
Stock Option Plan, as amended (the "Plan"). The proxy will also be voted at the
discretion of the persons acting under the proxy to transact such other business
as may properly come before the Annual Meeting and any adjournment thereof.
Revocation. Any shareholder returning the accompanying proxy has the power
to revoke it at any time before its exercise by giving written notice of
revocation to the Company (addressed to the attention of the Secretary), by
giving oral notice of revocation to the Company at the Annual Meeting, by duly
executing and delivering to the Company a proxy card bearing a later date, or by
voting in person at the Annual Meeting.
Tabulation. Under Section 1701.51 of the Ohio Revised Code ("ORC") and the
Regulations of the Company, a quorum must be present at the Annual Meeting in
order for any valid action, other than adjournment, to be taken thereat. The
Regulations of the Company provide that a quorum consists of the holders of a
majority of the voting shares present in person or by proxy. Shares represented
by signed proxies that are returned to the Company will be
<PAGE> 5
counted toward the quorum in all matters even though they are marked as
"Abstain," "Against" or "Withhold Authority" on one or more or all matters or
they are not marked at all (see "Authorization"). Broker/dealers, who hold their
customers' shares in street name, may, under the applicable rules of the
exchange and other self-regulatory organizations of which the broker/dealers are
members, sign and submit proxies for such shares and may vote such shares on
routine matters, which, under such rules, typically include the election of
directors, but broker/dealers may not vote such shares on other matters, which
typically include amendments to the articles of incorporation of the company and
the approval of stock compensation plans (such as that on the agenda), without
specific instructions from the customer who owns such shares. Proxies signed and
submitted by broker/dealers which have not been voted on certain matters as
described in the previous sentence are referred to as broker non-votes. Such
proxies count toward the establishment of a quorum.
Under Section 1701.55 of the ORC, directors are elected by a plurality of
the votes for the respective nominees. Therefore, proxies that are marked
"Withhold Authority" and broker non-votes, if any, will not affect the election
of directors.
Under Section 1701.52 of the ORC, the Plan must be approved by a majority
of the total shareholder votes entitled to be cast on the issue. For the
purposes of such Section, proxies marked "Abstain" and broker non-votes have the
same effect as votes "Against" approval.
Under Section 162(m) of the Internal Revenue Code of 1986 and the
regulations thereunder (the "Code"), the Plan is deemed to be approved by the
shareholders if a majority of the votes cast on the issue are cast in favor of
approval. For the purpose of Section 162(m), a proxy marked "Abstain" has the
same effect as a vote against approval but a broker non-vote is disregarded in
determining the number of shares voted for approval and in determining the total
number of shares as to which the majority is determined in such matter.
ELECTION OF DIRECTORS
NOMINEES FOR ELECTION AS DIRECTORS
At the Annual Meeting, the six nominees to the Board of Directors receiving
the highest number of votes will be elected to serve for a term of one year or
until their successors are duly elected. See "General Information - Tabulation."
The Company has no reason to believe that any of the nominees named below will
not stand for election or serve as a director. In the event any person nominated
fails to stand for election, the proxies shall be voted for the election of such
other person as shall be designated by the persons named in the proxy.
THE BOARD OF DIRECTORS HAS NOMINATED THE FOLLOWING PERSONS TO SERVE AS
DIRECTORS OF THE COMPANY UNTIL THE 2001 ANNUAL MEETING OF SHAREHOLDERS.
BOB BINSKY, age 60, has served as Chairman of the Board of the Company
since July 31, 1995 and has served as a director of the Company since 1992. Mr.
Binsky first joined the Company as a consultant and Executive Vice President on
October 1, 1992. On October 18, 1994, Mr. Binsky assumed the duties of the
Company's Chief Executive Officer. Prior to joining the Company, Mr. Binsky
served as Chairman and Chief Executive Officer of Decor Corporation, a chain of
135 publicly traded art and gift stores located in most of the upscale malls in
the Eastern United States. In December 1989, Decor was sold to Claires Stores,
Inc., a New York Stock Exchange listed company. Mr. Binsky serves on the board
of PH Group Inc. of Columbus and Kahiki Foods, Inc. of Columbus.
ERIC S. NEWMAN, age 34, has served as a director of the Company since April
1994. Mr. Newman has been Vice President of World Wide Communications, Inc., a
telecommunications company, since 1994, Senior Vice President of Superior Street
Capital Advisors, LLC, an investment banking concern, since January 1997 and
Associate Vice President and General Counsel of Hoopeston Foods, Inc., a food
processor, since January 1997. He graduated from the University of Michigan in
1988, and Northwestern University School of Law in 1991.
-2-
<PAGE> 6
SHERRY J. ROTHFIELD, age 59, has served as a director of the Company since
November 1995. Mrs. Rothfield has been an instructor in the Miami, Florida
Advocate Program, a structured probation and deferred prosecution agency, and a
certified mediator in private practice since 1992. She graduated from State
University of New York in 1962, earned a certificate in accounting from the
University of Miami in 1981 and became a Certified Public Accountant in the
State of Florida in 1983.
MICHAEL TSAO, age 50, has served as a director of the Company since
November 1995. Mr. Tsao has been President and a member of the Board of
Directors of Kahiki Foods, Inc. of Columbus for more than five years. Mr. Tsao
graduated from Pasadena City College in 1971 with an A.A. in Business
Administration.
CARLA COLE, age 47, has served as a director of the Company and President
of the Company's subsidiary, PC & Parts, Inc., dba Auro Computer Services, since
May 1999. Mrs. Cole was employed by SARCOM, a national information technology
services provider as a General Manager-Enterprise Education from 1994 until May
1999.
BRENDA L. CASTLE, age 38, has served as a director and President of the
Company since October 1994. Mrs. Castle joined the Company as its Chief
Financial Officer in June 1993. From 1990 to 1993, Mrs. Castle served as
Director of Operations for Zee Medical Services. She holds an A.A. in Accounting
and Business Management from Belmont Technical College and graduated from
Wheeling Jesuit College in 1987 with a B.A. in Accounting.
EXECUTIVE OFFICERS
The principal occupation of each other executive officer and key employee
of the Company for the past five years is as follows:
RICHARD BAKER, age 45, has been with the Company since 1984 and has served
as Vice President of Operations since 1994. He served as Production Manager for
the Company from 1987 to 1994. Mr. Baker attended The Ohio State University from
1974 to 1976.
GERALD S. BLASKIE, age 42, has served as Controller of the Company since
February 8, 2000. From 1994 to 2000, Mr. Blaskie served as Controller and
General Manager of Central Ohio Plastics Corporation. He graduated from Central
Michigan University in 1980 with a B.S. in Accounting. Mr. Blaskie has been a
Certified Public Accountant in the state of Ohio since 1987.
BOARD OF DIRECTORS MEETINGS
The Board of Directors held four meetings in fiscal 1999, and each of the
directors attended at least 75% of the meetings and all of the committee
meetings (if any) on which he or she served (held during the periods that he or
she served).
COMMITTEES
The Company has a standing Audit Committee and Compensation Committee. The
Company does not have a committee whose functions include nominating directors.
The Audit Committee recommends the firm to be employed by the Company as
its independent auditors; reviews, in consultation with the independent
auditors, their report of audit, or proposed report of audit and the management
letter, if any; consults with the independent auditors (periodically and, as
appropriate, out of the presence of management) with regard to the adequacy of
the internal accounting controls; and approves transactions between the Company
and its officers. The Audit Committee held three meetings in fiscal 1999. The
Audit Committee currently consists of Sherry J. Rothfield (Chairperson), Eric S.
Newman and Michael Tsao.
The Compensation Committee (i) reviews and approves (or recommends to the
full Board) the annual salary, stock options, bonus and other benefits, direct
and indirect, of the chief executive officer and other members of senior
management as from time to time designated, (ii) grants stock options under the
Plan, (iii) reviews and submits to the full Board recommendations concerning new
or amendments to existing executive compensation or benefit plans, and (iv)
establishes and periodically reviews the Company's policies in the area of
so-called management perquisites. The Compensation Committee currently consists
of Michael Tsao (chairperson), Sherry J. Rothfield and Eric S. Newman.
-3-
<PAGE> 7
AMENDED AND RESTATED 1995 STOCK OPTION PLAN, AS AMENDED
PROPOSAL
The Plan was adopted by the Board of Directors of the Company on January
24, 1995, amended and restated on October 17, 1995 and further amended on
April 13, 2000. The Board has proposed that the Company's shareholders
approve the Plan.
THE PLAN
The Company's Board of Directors believes that providing selected persons
with an opportunity to invest in the Company will give them additional incentive
to increase their efforts on behalf of the Company and will enable the Company
to attract and retain the best available employees, directors and consultants.
The description in this Proxy Statement of the Plan is included solely as a
summary, does not purport to be complete and is qualified in its entirety by the
Amended and Restated 1995 Stock Option Plan, as amended, attached hereto as
Appendix A.
The Plan terminates on January 23, 2005, unless earlier terminated by the
Board of Directors. The Plan provides for the grant of options to directors,
consultants and employees and the grant of stock appreciation rights to
employees. The options may be either incentive options or nonqualified options.
Persons eligible to participate consist of approximately four directors and
eighty consultants and employees.
The Plan is administered by the Board of Directors at the board's option,
by or a committee of the Board of Directors. Subject to the express provisions
of the Plan, the Board of Directors or the committee has the authority, in its
discretion, to (a) determine the participants, grant awards of options or stock
appreciation rights under the Plan and determine their timing, pricing and
amount; (b) define, prescribe, amend and rescind rules, regulations, procedures,
terms and conditions relating to the Plan; (c) make all determinations necessary
or advisable for administering the Plan, including, but not limited to,
interpreting the Plan, correcting defects, reconciling inconsistencies and
resolving ambiguities; and (d) review and resolve all claims of consultants,
directors, employees, grantees and participants.
On the date of each annual meeting of shareholders of the Company at which
directors are elected, an option on 1,000 shares of Common Stock (or such lesser
number as remain available for grant) are automatically granted to each director
who is elected as a director at such annual meeting. The provisions of the Plan
relating to administration do not apply to the options granted to directors.
Any option granted under the Plan may not have an exercise price less than
fair market value of the Common Stock on the date of grant or an exercise period
that exceeds ten years from the date of grant. An incentive stock option granted
under the Plan is subject to certain other limitations which allow the
optionholder to qualify for favorable tax treatment.
The exercise price of the option may be paid in cash or by reduction of a
debt of the Company to the optionee. No option may be exercised as to less than
100 shares unless it is exercised as to all of the shares then available
thereunder.
Upon the exercise of a stock appreciation right tandem to an option, the
holder will be entitled to receive payment of an amount determined by
multiplying the excess of the fair market value of a share on the date of
exercise of such stock appreciation right over the exercise price of the related
option by the number of shares as to which such stock appreciation right has
been exercised.
A stock appreciation right not in tandem with an option will entitle the
grantee, upon exercise of the stock appreciation right, to receive payment of an
amount determined by multiplying the excess of the fair market value of a share
on the date of exercise of such stock appreciation right over the exercise price
thereof by the number of shares as to which such stock appreciation right has
been exercised.
-4-
<PAGE> 8
An option is not transferable except by will or by the laws of descent and
distribution and may be exercised, during the lifetime of the optionee, only by
the optionee or by the optionee's guardian or legal representative.
Any option granted under the Plan will terminate upon the earliest of (i)
the expiration of ten years from the date of grant, (ii) nine months after the
optionee ceases to be a director, consultant or employee because of his death or
disability, (iii) immediately upon resignation by the optionee as a director,
consultant or employee or upon termination for cause, or (iv) 30 days after the
optionee ceases to be a director, consultant or employee for any reason other
than his or her death, disability, termination or resignation.
As of March 29, 2000 the market value of all shares of Common Stock subject
to outstanding options under the Plan was approximately $1,709,700 (based upon
the closing sale price of the Common Stock as reported on the Electronic
Bulletin Board on March 29, 2000 of $5.125 per share). During the 1998 and 1999
fiscal years, options covering 61,780 and 188,000 shares, respectively, of
Common Stock were granted to optionees under the Plan. Shares underlying all
presently exercisable, but unexercised, options and warrants will constitute
outstanding shares of Common Stock for purposes of calculating the Company's net
income per share. The market value of 604,767 shares of Common Stock (all
currently outstanding options and warrants to purchase shares of Common Stock of
the Company) was approximately $3,099,431 as of March 29, 2000.
Future grants of options to employees and consultants are discretionary with the
Board and are, therefore, not currently determinable. See below and
"REMUNERATION OF DIRECTORS AND OFFICERS" for certain information as to grants of
options previously made.
As of March 29, 2000, the current directors and executive officers named in
this Proxy Statement had been granted options under the Plan as follows:
<TABLE>
<CAPTION>
Name Number of Options Granted Average Exercise Price Per Share
- ---- ------------------------- --------------------------------
<S> <C> <C>
Bob Binsky 176,280 $0.8438-$3.5000
Brenda Castle 58,870 $0.8438-$3.5000
Michael Tsao 5,080 $0.8438-$3.5000
Eric Newman 30,820 $0.8438-$3.5000
Sherry Rothfield 5,080 $0.8438-$3.5000
Carla Cole 25,000 $1.0000-$1.0000
Richard Baker 3,960 $1.4521-$1.7680
Gerald Blaskie -0- -0-
</TABLE>
Since adoption of the Plan by the Board of Directors, (i) all directors and
executive officers as of March 29, 2000, as a group, have been granted options
under the Plan covering 312,150 shares of Common Stock which represents
approximately 93.6% of the total number of options granted pursuant to the Plan,
(ii) all directors who are not executive officers, and consultants, as a group,
have been granted 58,040 options under the Plan, and (iii) employees, excluding
executive officers, as a group, have been granted options under the Plan
covering 7,450 shares of Common Stock, which represents approximately 2.2% of
the total number of options granted pursuant to the Plan.
Nonqualified options are not taxed upon grant. The exercise of a
nonqualified option requires the optionee to realize ordinary income to the
extent that the fair market value on the date of exercise exceeds the exercise
price. The optionee's basis for determining capital gain or capital loss upon
sale of the shares is the higher of their fair market value on the date of
exercise and the exercise price. The Company is entitled to a deduction equal to
the ordinary income realized by the optionee upon the exercise of nonqualified
options.
The Plan is intended to be a performance based compensation plan that will
comply with the requirements of Code Section 162(m) and the regulations
thereunder. If the Plan complies with such law and regulations and the Plan
continues to be in compliance, amounts deductible by the Company under the Plan
will not be limited by the
-5-
<PAGE> 9
cap on the deductibility of compensation paid to certain executive officers of
public corporations which exceeds $1,000,000. No assurance can be given that the
Company will remain in compliance with these rules or that non-compliance will
not cause amounts payable under the Plan to become non-deductible.
The Plan is not qualified under Section 401(a) of the Internal Revenue Code
and is not subject to the Employee Retirement Income Security Act of 1974. The
Company must withhold U.S. federal, state, and local income tax and social
security taxes on the ordinary income realized upon the exercise of an option.
VOTE REQUIRED
The affirmative vote of the holders of a majority of the shares of Common
Stock present, or represented, and entitled to vote at the Annual Meeting will
be required to approve the Plan. See "General Information - Tabulation." As of
the record date for the Annual Meeting, the current executive officers and
directors of the Company held approximately 12.9% of the shares of the Company
and corresponding voting power.
-6-
<PAGE> 10
BOARD RECOMMENDATION
The Board unanimously recommends a vote for approval of the Plan.
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS
The following table sets forth, as of March 29, 2000, certain information
with respect to the beneficial ownership of shares of Common Stock by (i) the
three most highly paid officers and directors of the Company, (ii) all officers
and directors as a group, and (iii) each shareholder who owns more than 10% of
the Common Stock including those shares subject to outstanding options. Each
person has sole investment power and sole voting power over the shares disclosed
as being owned by such person.
Name and Address Number of Shares
Of Owner Beneficially Owned Percent of Class
- -------- ------------------ ----------------
Bob Binsky
20185 E. Country Club Drive
Apt. #206
North Miami Beach, FL 33180 203,070(a) 11.9%
Brenda L. Castle
405 Partridge Bend
Powell, OH 43065 11,508(a) (b)
Carla B. Cole
7021 Stillwater Cove
Westerville, OH 43082 -0- 0%
All officers and directors
as a group (9 persons) 220,412(a) 12.9%
(a) Excludes outstanding and exercisable options and warrants to purchase
429,680 shares and 79,880 shares respectively as shown below for Mr. Binsky
and Mrs. Castle, 2,000 shares subject to option held by Mrs. Castle's
husband, as to which she disclaims beneficial ownership, and options to
purchase 72,213 shares for all other officers and directors as a group.
(b) Less than 10%.
The following table sets forth, as of March 29, 2000, certain information
with respect to options, warrants or rights to purchase securities from the
Company held by each of the individuals referred to in the table above:
<TABLE>
<CAPTION>
Title and
Amount of
Securities Called for
by Options, Warrants Exercise Date of
Name of Holder or Rights Price Expiration
- -------------- ---------------------- -------------- ----------
<S> <C> <C> <C>
Bob Binsky 429,680 sh. Common Stock $ .4136 - $3.50 5/31/04 - 5/10/09
Brenda L. Castle 79,880 sh. Common Stock $0.8438 - $3.50 12/2/03 - 5/10/09
All officers and directors
as a group (9 persons) 581,773 sh. Common Stock $ .4136 - $3.50 12/2/03 - 5/10/09
</TABLE>
-7-
<PAGE> 11
REMUNERATION OF DIRECTORS AND OFFICERS
SUMMARY COMPENSATION TABLE
The following table sets forth certain information concerning the 1999
aggregate remuneration of each of the three most highly paid persons who are
officers or directors of the Company and the officers and directors as a group:
<TABLE>
<CAPTION>
Name of Individual or Capacities in Which Aggregate
Identity of Group Remuneration was Received Remuneration
--------------------- -------------------------- -------------
<S> <C> <C>
Bob Binsky Chairman of the Board $192,191(a)
Chief Executive Officer
Brenda L. Castle President, Cable Link, Inc. $164,970
Carla Cole President, PC & Parts, Inc. $151,538
All officers and directors
as a group (9 persons) $604,403
</TABLE>
(a) Includes $30,000 of a $60,000 bonus payable in monthly installments of
$5,000 in connection with the acquisition of the Company's subsidiary, PC &
Parts, Inc. dba Auro Computer Services in May 1998.
COMPENSATION OF DIRECTORS
Each non-employee director of the Company receives $500 per Board of
Directors meeting attended as compensation for his or her services. Each
non-employee director of the Company receives $250 per committee meeting
attended as compensation for his or her services. Pursuant to a letter agreement
approved by the Board of Directors in 1994, Eric S. Newman is compensated $1,500
per month for legal and financial services he performs on behalf of the Company.
The letter agreement is terminable upon 30 days' written notice by either party.
Each of the directors of the Company is also eligible to receive stock options
under the Plan. The Plan provides that options on a total of 1,000 shares shall
be granted to each director who is elected as a director at the Annual Meeting
of Shareholders.
Directors of the Company have been issued options for the purchase of
11,880 shares of Common Stock at $3.50 per share, 6,600 shares at $2.8409 per
share, 6,000 shares at $3.3750 and 6,000 shares at $0.8438 for 1996, 1997, 1998
and 1999 respectively. Additional options may be granted pending the achievement
of certain financial standards.
THE BINSKY CONSULTING AGREEMENT
Effective October 1, 1996, in a Consulting Agreement between the Company
and Bob Binsky (the "Consulting Agreement"), Bob Binsky, a director and Chairman
of the Board of the Company, agreed to provide consulting services for the
Company. Mr. Binsky was required to provide consulting services up to 200 days
(approximately 1,600 hours) for the one year term of the agreement and to serve
as a director and Chairman of the Board. The Company was obligated to pay Mr.
Binsky $100,000 in equal monthly installments for the consulting services. On
August 1, 1997, Mr. Binsky became an employee of the Company and the monthly
installments under the Consulting Agreement terminated at that time. Mr. Binsky
was granted an option to purchase 33,000 shares of Common Stock for $.72 per
share on December 15, 1996. Mr. Binsky can exercise the option at any time
before October 1, 2006.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than 10% of the Company's
common Stock to file reports of ownership and changes of ownership with the
Securities and Exchange Commission.
Based upon a review of Forms 3, 4 and 5 and amendments thereto, furnished
to the registrant, Michael Tsao, a director of the Company, failed to timely
report purchases of shares made by his wife on July 20, 1999, August 12, 1999,
November 19, 1999 and December 21, 1999. Each of these purchases was
subsequently reported on Form 5.
-8-
<PAGE> 12
INDEPENDENT ACCOUNTANTS
The Company engaged Groner, Boyle & Quillin, LLP as its independent
accountants to audit its financial statements for the fiscal year 1999. A
representative of Groner, Boyle & Quillin, LLP is expected to be present at the
Annual Meeting. The representative will have an opportunity to make a statement
if he so desires and is expected to be available to respond to appropriate
questions of shareholders.
OTHER BUSINESS
The Board of Directors does not intend to present, and has no knowledge
that others will present, any other business at the meeting. If, however, any
other matters are properly brought before the meeting, it is intended that the
persons named in the enclosed proxy will vote the shares represented thereby in
accordance with their best judgment.
COST OF SOLICITATION OF PROXIES
The cost of this solicitation will be paid by the Company. The Company has
retained Fifth Third Bank to distribute proxy materials and solicit proxies in
connection with the Annual Meeting. The Company will pay a nominal amount for
such activities. The Company will reimburse Fifth Third Bank for all printing
costs, postage and freight charges incurred in connection with the delivery of
the Company's proxy materials. The Company may request persons holding shares in
their names for others to forward soliciting materials to their principals to
obtain authorization for the execution of proxies, and the Company will
reimburse such persons for their expenses in so doing.
SHAREHOLDER PROPOSALS
Any proposals of shareholders which are intended to be presented at the
next Annual Meeting of Shareholders, but which are not received by the Secretary
of the Company at the principal executive offices of the Company on or before
January 7, 2001 may be omitted by the Company from the Proxy Statement and form
of proxy relating to that meeting.
Shareholder proposals submitted to the Company outside the procedures for
placing a shareholder's proposal in the Company's proxy materials for the
Company's 2001 Annual Meeting of Shareholders will be considered untimely unless
received by the Company on or before January 7, 2001. Accordingly, management's
proxies for the Company's 2001 Annual Meeting of Shareholders will confer
discretionary authority to vote on any shareholder proposals received by the
Company after such date.
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ANNEX A
AMENDED AND RESTATED
CABLE LINK, INC.
1995 STOCK OPTION PLAN
--------------------
OCTOBER 17, 1995
(AS AMENDED APRIL 13, 2000)
--------------------
PREAMBLE:
1. Cable Link, Inc., an Ohio corporation ("Cable Link" or the
"Company"), by means of this 1995 Stock Option Plan (the "Plan") desires to
afford certain of its directors, consultants and employees an opportunity to
acquire a proprietary interest in the Company and thus to create in such persons
an increased interest in and a greater concern for the welfare of the Company.
2. The Company has determined that the foregoing objectives will be
promoted by granting Awards (as hereinafter defined) under this Plan to certain
directors, consultants and employees of the Company pursuant to this Plan.
TERMS:
ARTICLE 1. DEFINITIONS.
Section 1.1. General. Certain words and phrases used in this Plan shall
have the meanings given to them below in this section:
"Awards" means a grant of Options or Stock Appreciation Rights under
the Plan.
"Board of Directors" means the board of directors of Cable Link.
"Code" means the Internal Revenue Code of 1986 and the regulations
thereunder, as now in effect or hereafter amended.
"Committee" means the Board of Directors or a committee of the Board of
Directors that administers the Plan under Section 2 below.
"Common Stock" means the common stock, without par value, of the
Company.
"Consultant" means any person, including an advisor, who renders bona
fide services to the Company which are not in connection with the offer and sale
of securities in a capital raising transaction.
"Date of Grant" means the date an Award is first granted.
"Director" means a member of the Board of Directors.
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"Effective Date" means the date this Plan was first adopted by the
Board of Directors.
"Employee" means any common law employee of Cable Link and any person
who is an officer of Cable Link.
"Exchange Act" means the Securities Exchange Act of 1934.
"Exercise Price" means, with respect to an Option, the amount of
consideration that must be delivered to the Company in order to purchase a
single Share thereunder and, with respect to a Stock Appreciation Right that is
not granted in tandem with an Option, the per Share amount that is the basis for
the calculation of the payment thereunder.
"Fair Market Value of a Share" means the amount determined to be the
fair market value of a single Share by the Committee based upon the trading
price of the Shares, their offering price in public and private offerings by the
Company and such other factors as it deems relevant. In the absence of such a
determination, the Fair Market Value of a Share shall be deemed to be (a) if the
Shares are listed or admitted to trading on a national securities exchange or
the NASDAQ - National Market System, the per Share closing price regular way on
the principal national securities exchange or the NASDAQ - National Market
System on which the Shares are listed or admitted to trading on the day prior to
the date of determination or, if no closing price can be determined for the date
of determination, the most recent date for which such price can reasonably be
ascertained, or (b) if the Shares are not listed or admitted to trading on a
national securities exchange or the NASDAQ - National Market System, the mean
between the representative bid and asked per Share prices in the
over-the-counter market at the closing of the day prior to the date of
determination or the most recent such bid and asked prices then available, as
reported by NASDAQ or if the Shares are not then quoted by NASDAQ as furnished
by any market maker selected from time to time by Cable Link for that purpose.
"Grantee" means any person to whom an Award has been granted and any
heir or legal representative to whom an Award has been transferred by will or
the laws of descent and distribution.
"Incentive Stock Option" or "ISO" means an Option intended to comply
with the terms and conditions set forth in Section 422 of the Code.
"Meeting Date" means the date of each annual meeting of the
shareholders of Cable Link on or after the Effective Date at which Directors are
elected.
"Nonqualified Option" means a Stock Option other than an Incentive
Stock Option.
"Option" or "Stock Option" means a right granted under Article 5 or 6
of the Plan to a Participant to purchase a stated number of Shares.
"Option Agreement" means an agreement evidencing an Option
substantially in the form of Exhibit A or Exhibit B hereto.
"Participant" means a person who is eligible to receive and has
received an Award under the Plan.
"Plan" means this Plan as it may be amended or restated from time to
time.
"Rule 16b-3" means Rule 16b-3 (17 C.F.R. ss. 240.16b-3) promulgated
under Section 16(b) of the Exchange Act as now in effect or hereafter amended.
"SAR Agreement" means a Stock Appreciation Right Agreement in the form
of Exhibit C attached hereto.
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"SEC" means the Securities and Exchange Commission.
"Shares" means shares of Common Stock.
"Stock Appreciation Right" or "SAR" means a stock appreciation right
granted to a Participant under Article 7 of the Plan.
Section 1.2. Accounting Terms. All accounting terms not specifically
defined herein shall be construed in accordance with generally accepted
accounting principles.
Section 1.3. Effect of Definitions. The definitions set forth in
Section 1.1 above shall apply equally to the singular, plural, adjectival,
adverbial and other forms of any of the words and phrases defined regardless of
whether they are capitalized.
ARTICLE 2. ADMINISTRATION.
Section 2.1. Committee. The Plan shall be administered by a committee
of the Board of Directors consisting of two or more Directors, each of whom is a
"Non--Employee Director" as described in paragraph (b)(3) of Rule 16b-3 and is
an "outside director" as described in Code Section 162(m) and the regulations
thereunder. Unless the Board of Directors designates another of its committees
to administer the Plan, the Plan shall be administered by (a) a committee
consisting of those members of the Compensation Committee of the Board of
Directors who are Non-Employee Directors, but, if the Compensation Committee is
abolished or its membership does not contain two persons who comply with the
requirements of the first sentence of this Section 2.1, the Board of Directors
shall either reconstitute the Compensation Committee in compliance with, or
create another Committee that complies with, the requirements of the first
sentence of this Section 2.1 to administer the Plan or (b) the Board of
Directors.
Section 2.2. Authority. Subject to the express provisions of the Plan
and in addition to the powers granted by other sections of the Plan, the
Committee has the authority, in its discretion, to: (a) determine the
Participants, grant Awards and determine their timing, pricing and amount; (b)
define, prescribe, amend and rescind rules, regulations, procedures, terms and
conditions relating to the Plan; (c) make all other determinations necessary or
advisable for administering the Plan, including, but not limited to,
interpreting the Plan, correcting defects, reconciling inconsistencies and
resolving ambiguities; and (d) review and resolve all claims of Consultants,
Directors, Employees, Grantees and Participants. The actions and determinations
of the Committee on matters related to the Plan shall be conclusive and binding
upon the Company and all Consultants, Directors, Employees, Grantees and
Participants.
ARTICLE 3. SHARES.
Section 3.1. Number. The aggregate number of Shares in respect of which
Awards may be granted under the Plan shall not exceed 700,000 which number of
Shares is hereby reserved for issuance (less shares that have been issued upon
options hereunder being exercised prior to April 13, 2000) under the Plan out of
the authorized but unissued Shares. The foregoing notwithstanding, the aggregate
Exercise Price or number of Shares offered and sold under the Plan shall not
exceed the greater of (i) $500,000 or (ii) the amount or number determined under
paragraphs (a) or (b) of this Section 3.1; provided, however, that the aggregate
unpaid Exercise Price of Shares, plus the aggregate Exercise Price of Shares
sold in the preceding 12 months under the Plan, shall in no event exceed
$5,000,000.
(a) The aggregate unpaid Exercise Price of Shares, plus the
aggregate price of Shares sold in the preceding 12 months under the
Plan, shall not exceed 15 percent of the total assets of the Company,
measured at the end of its last fiscal year; or
(b) The number of Shares that has not been paid for under the
Awards, plus the number of Shares sold in the preceding 12 months under
the Plan, shall not exceed 15 percent of the outstanding Shares. The
outstanding
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Shares shall include Shares issuable pursuant to the exercise of
outstanding options, warrants, rights or conversion of convertible
securities, other than Shares not yet paid for under the Awards.
Section 3.2. Cancellations. If any Awards granted under the Plan are
canceled or terminate or expire for any reason without having been exercised or
matured in full, or if Stock Appreciation Rights are exercised for cash, the
Shares related to the unexercised portion of an Award or to the portion of a
Stock Appreciation Right exercised for cash, shall be available again for the
purposes of the Plan. If any Shares acquired under the Plan are forfeited for
any reason, the Shares shall be available again for the purposes of the Plan.
Notwithstanding the foregoing, if any unexpired Option granted hereunder is
canceled in connection with the exercise of a Stock Appreciation Right that is
granted in tandem with such Option and is payable in Shares, any Shares covered
by the canceled Option shall not again become available for the granting of
Awards.
Section 3.3. Anti-Dilution.
(a) If the Shares are split or if a dividend of Shares is paid
on the Shares, the number of Shares on which each then outstanding
Award is based and the number of Shares as to which Awards may be
granted under this Plan shall be automatically increased by the ratio
between the number of Shares that is outstanding immediately after such
event and the number of Shares that was outstanding immediately before
such event and the Exercise Price shall be automatically decreased by
the same ratio and if the Shares are combined into a lesser number of
Shares, the number of Shares for which each then outstanding Award is
based and the number of Shares as to which Awards may be granted under
the Plan shall be automatically decreased by such ratio and the
Exercise Price shall be automatically increased by such ratio.
(b) In the event of any other change in the Shares, through
recapitalization, merger, consolidation or exchanges of shares or
otherwise, there shall automatically be substituted for each Share
subject to an unexercised Award and each Share available for additional
grants of Awards, the number and kind of shares or other securities
into which each outstanding Share was changed; and the Exercise Price
shall be increased or decreased proportionally so that the aggregate
Exercise Price for the securities subject to each Award shall remain
the same as immediately before such event; and the Committee may make
such further equitable adjustments in the Plan and the then outstanding
Awards as it deems necessary and appropriate including, but not limited
to, changing the number of Shares reserved under the Plan or covered by
outstanding Awards, and the Exercise Price for the securities subject
to outstanding Awards.
Section 3.4. Source. Except as otherwise determined by the Committee,
the Shares issued under the Plan shall be authorized but unissued Shares.
However, Shares which are to be sold under the Plan may be obtained by the
Company from its treasury, by purchases on the open market or from private
sources, or by issuing authorized but unissued Shares. The proceeds of the sale
of any Shares shall be general corporate funds of the Company. No fractional
Shares shall be issued or sold under the Plan nor will any cash payment be made
in lieu of fractional Shares.
Section 3.5. Rights of a Shareholder. No Grantee or other person
claiming under or through any Grantee shall have any right, title or interest in
or to any Shares reserved under the Plan or subject to any Award except as to
such Shares, if any, for which certificates representing such Shares have been
issued to such Grantee.
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ARTICLE 4. ELIGIBILITY.
Section 4.1. Article 5. Only Directors shall be eligible to receive
Options under Article 5 below.
Section 4.2. Article 6. Only Consultants and Employees shall be
eligible to receive Options under the provisions of Article 6 below.
Section 4.3. Article 7. Only Employees shall be eligible to receive
Stock Appreciation Rights under Article 7 below.
ARTICLE 5. DIRECTOR STOCK OPTIONS.
Section 5.1. Grant.
(a) On each Meeting Date, an Option on 1,000 Shares or such
lesser number as remain available for granting under Article 3 above
shall be automatically granted to each Director who is elected as a
Director at such meeting of shareholders.
(b) On the Effective Date, an Option on 10,000 Shares shall be
automatically granted to each Director.
(c) On the Effective Date, an Option on 4,000 Shares shall be
automatically granted to each of the following Directors: Bob Binsky,
Eugene C. Hanchett and Marvin A. Katz.
(d) On the Effective Date, an Option on 2,000 Shares shall be
automatically granted to each of Eric S. Newman and Brenda L. Thompson.
Section 5.2. Exercise Price. The Exercise Price of an Option shall be
equal to the Fair Market Value of a Share on the Date of Grant.
Section 5.3. Term. (a) Each Option shall vest and become immediately
exercisable on the Date of Grant; and (b) each Option shall lapse and cease to
be exercisable upon the earliest of: (i) the expiration of ten years from the
Date of Grant, (ii) nine months after the Grantee ceases to be a Director
because of his death or disability, (iii) immediately upon resignation by the
Grantee as a Director, or (iv) 30 days after the Grantee ceases to be a Director
for any reason other than his death, disability or resignation.
Section 5.4. Incentive Stock Options. An Option under this Article 5
shall not be treated as an Incentive Stock Option.
Section 5.5. Exercise. An Option shall be exercised by the delivery of
the Option Agreement therefor with the notice of exercise attached thereto
properly completed and duly executed by the Grantee named therein to the
Secretary of the Company, together with the aggregate Exercise Price for the
number of Shares as to which the Option is being exercised, after the Option has
become exercisable and before it has ceased to be exercisable. An Option may be
exercised as to less than all of the Shares purchasable thereunder but not for a
fractional Share. No Option may be exercised as to less than 100 Shares unless
it is exercised as to all of the Shares then available thereunder. If an Option
is exercised as to less than all of the Shares purchasable thereunder, a new
duly executed Option Agreement reflecting the decreased number of Shares
exercisable under such Option, but otherwise of the same tenor, shall be
returned to the Grantee. The Exercise Price shall be paid in cash by (a)
delivery of a certified or cashier's check payable to the order of the Company
in such amount, (b) wire transfer of immediately available funds to a bank
account designated by the Company, or (c) reduction of a debt of the Company to
the Grantee. Promptly after an Option is properly exercised, the Company shall
issue to the Grantee a certificate representing the Shares purchased thereunder.
Section 5.6. Option Agreement. Promptly after the Date of Grant, Cable
Link shall duly execute and deliver to the Grantee an Option Agreement setting
forth the terms of the Option. Option Agreements are neither negotiable
instruments nor securities (as such term is defined in Article 8 of the Uniform
Commercial Code). Lost and destroyed Option Agreements may be replaced without
bond.
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Section 5.7. Article 2. The provisions of Article 2 above shall not
apply to Options granted under this Article 5.
ARTICLE 6. EMPLOYEE AND CONSULTANT STOCK OPTIONS.
Section 6.1. Determinations. The Committee shall determine which
Consultants and Employees shall receive Options, the number of Shares for which
the Options may be exercised, the times when they shall receive them and the
terms and conditions of individual Option grants (which need not be identical).
Section 6.2. Exercise Price. The Committee shall determine the Exercise
Price of each Option at the time that it is granted, but in no event shall the
Exercise Price of an Option be less than the Fair Market Value of a Share on the
Date of Grant. If no express determination of the Exercise Price of an Option is
made by the Committee, the Exercise Price thereof is equal to the Fair Market
Value of a Share on the Date on Grant.
Section 6.3. Term. Subject to the rule set forth in the next sentence, the
Committee shall determine the term during which an Option is exercisable at the
time that it is granted. No Option shall be exercisable after the expiration of
ten years from the Date of Grant. If no express determination of the times when
Options are exercisable is made by the Committee: (a) each Option shall vest and
become immediately exercisable on the Date of Grant; and (b) each Option shall
lapse and cease to be exercisable upon the earliest of: (i) the expiration of
ten years from the Date of Grant, (ii) nine months after the Grantee ceases to
be a Consultant or Employee because of his death or disability, (iii)
immediately upon resignation by the Grantee as a Consultant or Employee or upon
the termination of the Grantee for cause, or (iv) 30 days after the Grantee
ceases to be a Consultant or Employee for any reason other than his death,
disability, resignation or termination.
Section 6.4. Incentive Stock Options. An Option under this Article 6
shall not be treated as an Incentive Stock Option.
Section 6.5. Exercise. An Option shall be exercised by the delivery of
the Option Agreement therefor with the notice of exercise attached thereto
properly completed and duly executed by the Grantee named therein to the
Secretary of the Company, together with the aggregate Exercise Price for the
number of Shares as to which the Option is being exercised, and the SAR
Agreement for any Stock Appreciation Right that is in tandem with the Option
being exercised, after the Option has become exercisable and before it has
ceased to be exercisable. An Option may be exercised as to less than all of the
Shares purchasable thereunder, but not for a fractional share. No Option may be
exercised as to less than 100 Shares unless it is exercised as to all of the
Shares then available thereunder. If an Option is exercised as to less than all
of the Shares purchasable thereunder, a new duly executed Option Agreement
reflecting the decreased number of Shares exercisable under such Option, and a
new duly executed SAR Agreement reflecting the decreased number of Stock
Appreciation Rights that are in tandem with the Option, but otherwise of the
same tenor, shall be returned to the Grantee. The Committee may, in its sole
discretion, and upon such terms and conditions as it shall determine at or after
the Date of Grant, permit the Exercise Price to be paid in cash, by the tender
to the Company of Shares owned by the Grantee or by a combination thereof. If
the Committee does not make such determination, the Exercise Price shall be paid
in cash. If any portion of the Exercise Price of an Option is payable in cash,
it may be paid by (a) delivery of a certified or cashier's check payable to the
order of the Company in such amount, (b) wire transfer of immediately available
funds to a bank account designated by the Company, or (c) reduction of a debt of
the Company to the Grantee. If any portion of the Exercise Price of an Option is
payable in Shares it may be paid by delivery of certificates representing a
number of Shares having a total Fair Market Value on the date of delivery equal
to or greater than the required amount, duly endorsed for transfer with all
signatures guaranteed by a medallion signature guarantee. If more Shares than
are necessary to pay such Exercise Price based on their Fair Market Value on the
date of first delivery to the Company are delivered to the Company, it shall
return to the Grantee a certificate for the balance of the whole number of
Shares and a check payable to the order of the Grantee for any fraction of a
Share. Shares may not be delivered to the Company as payment for the exercise of
an Option, if such Shares have been owned by the Grantee (together with his
decedent or testator) for less than six months. Promptly after an Option is
properly exercised, the Company shall issue to the Grantee a certificate
representing the Shares purchased thereunder.
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Section 6.6. Option Agreement. Promptly after the Date of Grant, Cable
Link shall duly execute and deliver to the Grantee an Option Agreement setting
forth the terms of the Option. Option Agreements are neither negotiable
instruments nor securities (as such term is defined in Article 8 of the Uniform
Commercial Code). Lost and destroyed Option Agreements may be replaced without
bond.
ARTICLE 7. STOCK APPRECIATION RIGHTS.
Section 7.1. Determinations. The Committee shall determine which
Participants shall receive Stock Appreciation Rights, the times when they shall
receive them, the number of Shares to which each Stock Appreciation Right
relates, whether or not a Stock Appreciation Right is to be in tandem with an
Option, and the terms and conditions of individual Stock Appreciation Right
grants (which need not be identical).
Section 7.2. Tandem Grants.
(a) A Stock Appreciation Right may be granted in tandem with
an Option, either at the time of grant or at any time thereafter during
the term of the Option, or may be granted unrelated to an Option. A
Stock Appreciation Right granted to an individual Grantee at the same
time as the grant of an Option shall be deemed to be in tandem with
such Option unless the Committee expressly provides otherwise.
(b) The exercise of a Stock Appreciation Right tandem to an
Option shall cancel the related Option with respect to the number of
Shares as to which such Stock Appreciation Right is exercised. The
exercise of an Option granted in tandem with a Stock Appreciation Right
shall cancel the related Stock Appreciation Right with respect to the
number of Shares as to which such Option is exercised.
(c) Except as otherwise provided by the Committee at the time
it is granted, a Stock Appreciation Right tandem to an Option will be
exercisable at such times as, and only to the extent that, the related
Option is exercisable.
(d) Upon the exercise of a Stock Appreciation Right tandem to
an Option, the Holder will be entitled to receive payment of an amount
determined by multiplying:
(i) The excess of the Fair Market Value of a Share on
the date of exercise of such Stock Appreciation Right over the
Exercise Price of the related Option, by
(ii) The number of Shares as to which such Stock
Appreciation Right has been exercised.
Section 7.3. Stock Appreciation Rights Not in Tandem with Option.
(a) The Committee shall determine the Exercise Price of each
Stock Appreciation Right that is not in tandem with an Option at the
time of the granting of the Stock Appreciation Right, but in no event
shall the Exercise Price be less than the Fair Market Value of a Share
on the Date of Grant of such Stock Appreciation Right. If no express
determination of the Exercise Price of a Stock Appreciation Right that
is not in tandem with an Option is made by the Committee, the Exercise
Price thereof is equal to the Fair Market Value of a Share on the Date
of Grant.
(b) Subject to the rule set forth in the next sentence, the
Committee shall determine the times when a Stock Appreciation Right
that is not in tandem with an Option vests and the term during which a
Stock Appreciation Right that is not in tandem with an Option is
exercisable. No such Stock Appreciation Right shall be exercisable
after the expiration of ten years from the Date of Grant. If no express
determination of the times when a Stock Appreciation Right that is not
in tandem with an Option is exercisable is made by the Committee: (i)
each such Stock Appreciation Right shall vest and become immediately
exercisable on the Date of Grant; and (ii) each such Stock Appreciation
Right shall lapse and cease to be exercisable upon the earliest of: (A)
the expiration of ten years from the Date of Grant, (B) nine months
after the Grantee ceases to be an Employee because of his death or
disability, (C) immediately upon resignation by the Grantee as an
Employee or upon the termination of employment of the Grantee for
cause, or (D) 30 days after the Grantee ceases to be an Employee for
any reason other than his death, disability, resignation or
termination.
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(c) A Stock Appreciation Right not in tandem with an Option
will entitle the Grantee, upon exercise of the Stock Appreciation
Right, to receive payment of an amount determined by multiplying:
(i) The excess of the Fair Market Value of a Share on
the date of exercise of such Stock Appreciation Right over the
Exercise Price thereof, by
(ii) The number of Shares as to which such Stock
Appreciation Right has been exercised.
Section 7.4. Exercise. Stock Appreciation Rights shall be exercised by
the delivery of the SAR Agreement therefor, with the notice of exercise attached
thereto properly completed and duly executed by the Grantee, to the Secretary of
the Company together with the Option Agreement for any Option that is in tandem
with such Stock Appreciation Right after it has become exercisable and before it
has ceased to be exercisable. A Stock Appreciation Right may be exercised as to
less than all of the Shares to which it relates but not as to a fractional
Share. No Stock Appreciation Right may be exercised as to less than 100 Shares
unless it is exercised as to all of the Shares then available thereunder. If a
Stock Appreciation Right is exercised as to less than all of the Shares to which
it relates, a new duly executed SAR Agreement and Option Agreement, if
applicable, reflecting the decreased number of Shares exercisable under such SAR
Agreement and any Option granted in tandem therewith, but otherwise of the same
tenor, shall be returned to the Holder.
Section 7.5. Limitations. The Committee may place limitations on the
amount payable upon exercise of a Stock Appreciation Right. Any such limitation
must be determined as of the Date of Grant. The Committee may impose such
additional conditions or limitations on the exercise of a Stock Appreciation
Right as it may deem necessary or desirable.
Section 7.6. Payment. Payment to the Grantee of the amount realized
upon exercise of a Stock Appreciation Right may be made, in the sole discretion
of the Committee unless otherwise provided in the grant thereof, in cash, whole
Shares valued at the Fair Market Value of a Share on the date of exercise of the
Stock Appreciation Right, or a combination thereof. Such payment shall be made
promptly after the exercise of the Stock Appreciation Right. If a Stock
Appreciation Right is payable in Shares and the amount payable results in a
fractional Share, no fractional Share may be issued nor may any cash payment be
made in lieu of such fractional Share.
Section 7.7. Officers and Directors. Stock Appreciation Rights may be
exercised by a Grantee who is an Officer or Director at the time of exercise
only during the period beginning on the third business day following the date of
release for publication of the Company's regular quarterly or annual summary
statement of sales and earnings (assuming such financial data appears on a wire
service, in a financial news service, or in a newspaper of general circulation,
or is otherwise made publicly available) and ending on the twelfth business day
following such date.
Section 7.8. SAR Agreement. Promptly after the Date of Grant, the
Company shall duly execute and deliver to the Grantee an SAR Agreement setting
forth the terms of the SAR. No term that does not vary from those set forth in
the Plan need be set forth in an SAR Agreement. SAR Agreements are not
negotiable instruments or securities (as such term is defined in Article 8 of
the Uniform Commercial Code). Lost and destroyed SAR Agreements may be replaced
without bond.
ARTICLE 8. PROVISIONS APPLICABLE TO ALL TYPES OF AWARDS.
Section 8.1. Disclosure. The Company shall provide each Participant
with a copy of the Plan and the Option Agreement.
Section 8.2. Surrender and Exchange. The Committee may permit the
voluntary surrender of all or a portion of any Award to be conditioned upon the
granting to the Participant of a new Award for the same or a different number of
Shares as the Award surrendered, or may require such voluntary surrender as a
condition precedent to a grant of a new Award to such Participant. Subject to
the provisions of the Plan, such new Award shall be exercisable at the price,
during the period and on such other terms and conditions as are specified by the
Committee
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at the time the new Award is granted. Upon surrender, the Award surrendered
shall be canceled and the Shares previously subject to it shall be available for
the grant of other Awards.
Section 8.3. Corporate Mergers and Acquisitions. The Committee may
grant Awards having terms and conditions which vary from those specified in the
Plan if such Awards are granted in substitution for, or in connection with the
assumption of, existing options granted by another business entity and assumed
or otherwise agreed to be provided for by Cable Link pursuant to or by reason of
a transaction involving a merger or consolidation of or acquisition of
substantially all of the assets or stock of another business entity with or by
Cable Link.
Section 8.4. Actions by Committee After Grant. The Committee shall,
subject to the written consent of the Grantee where the action impairs or
adversely alters the rights of the Grantee, have the right at any time and from
time to time after the Date of Grant of any Award to modify the terms of any
Award.
Section 8.5. Withholding. The Company shall have the right to withhold
from any payments due under any Award or due to any Grantee from the Company as
compensation or otherwise the amounts of any federal, state or local withholding
taxes not paid by the Grantee at the time of the exercise or vesting of any
Award. If cash payments sufficient to allow for withholding of taxes are not
made at the time of exercise or vesting of an Award, the Grantee exercising such
Award shall pay to Cable Link an amount equal to the withholding required to be
made less the withholding otherwise made in cash. The Company may make such
other provisions as it deems appropriate to withhold any taxes the Company
determines are required to be withheld in connection with the exercise of any
Award, including, but not limited to, the withholding of Shares from an Award
upon such terms and conditions as the Committee may provide. The Company may
require the Participant to satisfy any relevant withholding requirements before
issuing Shares or delivering any Award to the Participant.
Section 8.6. Disability. If a Grantee who is a Director is absent from
meetings of the Board of Directors because of a physical or mental disability,
for purposes of the Plan, such Grantee will not be considered to have ended his
service with the Board of Directors while he has that disability, unless he
resigns or is not re-elected by the shareholders. If a Grantee who is a
Consultant or Employee is absent from work with the Company because of a
physical or mental disability, for purposes of the Plan, such person will not be
considered to have ended his service with the Company while he has that
disability, unless he resigns or the Board of Directors decides otherwise.
Section 8.7. Merger of Cable Link. If Cable Link merges or consolidates
with or sells substantially all of its assets to a person that was not one of
its affiliates before such transaction, or any such unaffiliated person or
corporation has publicly announced a tender offer to purchase more than 20% of
the outstanding voting securities of Cable Link, the Committee, in its
discretion, may provide that, for a period of 30 days not extending beyond the
ten year period referred to in Sections 5.3, 6.3 and 7.3 above from the date of
execution of the acquisition agreement in final definitive form or the
announcement of such offer, notwithstanding the provisions of any Award, that
upon the termination of such 30 day period any Award shall expire and be null
and void.
Section 8.8. Waiver. Notwithstanding anything else in the Plan, the
Committee may at any time or from time to time hereafter, waive any provisions
of the Plan relating to the manner of payment or procedures for the exercise of
any Award. Any such waiver may be made effective (a) with respect to one or more
or all Grantees, (b) with respect to some or all of the Shares subject to an
Award of any Grantee or (c) for a period of time ending at or before the
expiration date of any Award.
ARTICLE 9. GENERAL PROVISIONS.
Section 9.1. No Right to Employment. Nothing in the Plan or any Award
or any instrument executed pursuant to the Plan will confer upon any Participant
any right to continue to provide services to the Company or to continue to be an
Employee, Consultant or Director of the Company or affect the right of the
Company to terminate its relationship with any Participant or to terminate the
employment or directorship of any Participant.
Section 9.2. Limited Liability. The liability of the Company under this
Plan or in connection with the exercise of any Award is limited to the
obligations expressly set forth in the Plan and in the grant of any Award, and
no term
A-9
<PAGE> 22
or provision of this Plan nor of any Award shall be construed to impose any
duty, obligation or liability on the Company not expressly set forth in the Plan
or any grant of any Award.
Section 9.3. Assumption of Awards. Upon the dissolution or liquidation
of the Company, or upon a reorganization, merger or consolidation of the Company
with one or more other entities as a result of which the Company is not the
surviving entity, or upon a sale of substantially all the assets of the Company
to another entity, any Awards outstanding theretofore granted or sold hereunder
must be assumed by the surviving or purchasing entity, with appropriate
adjustments as to the number and kind of shares and price.
Section 9.4. No Transfer. No Award or other benefit under the Plan may
be sold, pledged or otherwise transferred other than by will or the laws of
descent and distribution; and no Award may be exercised during the life of the
Participant to whom it was granted except by such Participant.
Section 9.5. Expenses. All costs and expenses incurred in connection
with the administration of the Plan including any excise tax imposed upon the
transfer of Shares pursuant to the exercise of an Award shall be borne by the
Company.
Section 9.6. Notices. Notices and other communications required or
permitted to be made under the Plan shall be in writing and shall be deemed to
have been duly given if personally delivered or if sent by first class mail
addressed (a) if to a Grantee, at his or her residence address set forth in the
records of the Company or (b) if to the Company, to its President at its
principal executive office.
Section 9.7. Third Parties. Nothing herein expressed or implied is
intended or shall be construed to give any person other than the Grantees any
rights or remedies under this Plan.
Section 9.8. Saturdays, Sundays and Holidays. Where this Plan
authorizes or requires a payment or performance on a Saturday, Sunday or public
holiday, such payment or performance shall be deemed to be timely if made on the
next succeeding business day; provided, however, that this Section 9.8 shall not
be construed to extend the ten year period referred to in Sections 5.3, 6.3 and
7.3 above.
Section 9.9. Rules of Construction. The captions and section numbers
appearing in this Plan are inserted only as a matter of convenience. They do not
define, limit or describe the scope or intent of the provisions of this Plan. In
this Plan words in the singular number include the plural, and in the plural
include the singular; and words of the masculine gender include the feminine and
the neuter, and when the sense so indicates words of the neuter gender may refer
to any gender.
Section 9.10. Governing Law. The validity, terms, performance and
enforcement of this Plan shall be governed by laws of the State of Ohio that are
applicable to agreements negotiated, executed, delivered and performed solely in
the State of Ohio.
Section 9.11. Effective Date of the Plan. The Plan shall become
effective upon its approval by the Board of Directors of Cable Link.
Section 9.12. Amendment and Termination. No Award shall be granted
under the Plan more than ten years after the Effective Date. The Board of
Directors may at any time terminate the Plan, or make such amendment of the Plan
as it may deem advisable, provided, however, that no amendment or termination of
the Plan shall be effective to alter or impair the rights of a Grantee under any
Award made before the adoption of such amendment or termination by the Board of
Directors, without the written consent of such Grantee.
A-10
<PAGE> 23
EXHIBIT A
CABLE LINK, INC.
280 COZZINS STREET
COLUMBUS, OHIO 43215-2379
[Date of Grant]
[Name of Grantee]
[Street]
[City, State, Zip]
Congratulations. You have been granted a Stock Option under the Amended
and Restated Cable Link, Inc. 1995 Stock Option Plan (the "Plan") on the
following terms:
1. NUMBER OF SHARES. The number of Shares of Common Stock of Cable
Link, Inc. that you may purchase under this Option is:[Number]
2. EXERCISE PRICE. The exercise price to purchase Shares under this
Option is: $[Price] per Share.
3. VESTING. The Shares subject to this Option will vest and become
exercisable upon execution of this Agreement.
4. LAPSE. This Option will lapse and cease to be exercisable upon the
earliest of:
(i) the expiration of 10 years from the date of this Agreement
shown above,
(ii) nine months after you cease to be a Director because of your
death or disability,
(iii) immediately upon your resignation as a Director, or
(iv) 30 days after you cease to be a Director for any reason other
than your death, disability or resignation.
5. TAXATION. This Option is a Nonqualified Option. You will have
taxable income upon the exercise of this Option.
6. EXERCISE. This Option may be exercised by the delivery of this
Agreement with the notice of exercise attached hereto properly
completed and signed by you to the Secretary of the Company, together
with the aggregate Exercise Price for the number of Shares as to which
the Option is being exercised, after the Option has become exercisable
and before it has ceased to be exercisable. The Exercise Price must be
paid in cash by (a) delivery of a certified or cashier's check payable
to the order of Cable Link in such amount, (b) wire transfer of
immediately available funds to a bank account designated by Cable Link,
or (c) reduction of a debt of Cable Link to you. This Option may be
exercised as to less than all of the Shares purchasable hereunder, but
not for a fractional share, nor may it be exercised as to less than 100
Shares unless it is exercised as to all of the Shares then available
hereunder. If this Option is exercised as to less than all of the
Shares purchasable hereunder, a new duly executed Option Agreement
reflecting the decreased number of Shares exercisable under such
Option, but otherwise of the same tenor, will be returned to you.
7. NO TRANSFER. This Option may not be sold, pledged nor otherwise
transferred other than by will or the laws of descent and distribution;
and it may only be exercised during your lifetime by you. This
Agreement is neither a negotiable instrument nor a security (as such
term is defined in Article 8 of the Uniform Commercial Code).
8. RECEIPT OF PLAN AND AGREEMENT. You hereby acknowledge that you have
been provided with a copy of this Agreement and the Plan, have had an
opportunity to read such documents and to discuss their contents with
your personal legal counsel before signing this Agreement and have been
allowed to retain such copies for your personal records.
A-11
<PAGE> 24
9. NOT AN EMPLOYMENT AGREEMENT. This Agreement is not an employment
agreement and nothing contained herein gives you any right to continue
to be a Director of the Company.
10. PLAN CONTROLS. This Agreement is an Option Agreement (as such term
is defined in the Plan) under the Plan. The terms of this Agreement are
subject to, and controlled by, the terms of the Plan, as it is now in
effect or may be amended from time to time hereafter, which are
incorporated herein as if they were set forth in full. Any words or
phrases defined in the Plan have the same meanings in this Agreement.
11. PREVIOUS OPTION GRANTS. The Options granted pursuant to the Plan
and this Agreement supersede and replace any Options that were granted
to you before January 24, 1995 for serving as a director.
12. MISCELLANEOUS. This Agreement sets forth the entire agreement of
the parties with respect to the subject matter hereof and it supersedes
and discharges all prior agreements (written or oral) and negotiations
and all contemporaneous oral agreements concerning such subject matter.
This Agreement may not be amended or terminated except by a writing
signed by the party against whom any such amendment or termination is
sought. If any one or more provisions of this Agreement shall be found
to be illegal or unenforceable in any respect, the validity and
enforceability of the remaining provisions hereof shall not in any way
be affected or impaired thereby. This Agreement shall be governed by
the laws of the State of Ohio.
A-12
<PAGE> 25
Please acknowledge your acceptance of this Agreement by signing the
enclosed copy in the space provided below and returning it promptly to Cable
Link.
CABLE LINK, INC.
By:
-------------------------------------
[Name of Officer] [Title]
Accepted and Agreed to as of
the date first set forth above:
- --------------------------------------------
[Name of Grantee]
A-13
<PAGE> 26
OPTION EXERCISE FORM
The undersigned hereby exercises the right to purchase ________________
shares of Common Stock of Cable Link, Inc. pursuant to the Option Agreement
dated [Date of Grant] under the Amended and Restated Cable Link, Inc. 1995 Stock
Option Plan.
Date:
--------------------------------- ---------------------------------
[Name of Grantee]
- --------------------------------------
Sign and complete this Option Exercise Form and deliver it to:
Cable Link, Inc.
Att'n: President
280 Cozzins Street
Columbus, Ohio 43215-2379
together with the option price in cash by (a) delivery of a certified or
cashier's check payable to the order of Cable Link in such amount, (b) wire
transfer of immediately available funds to a bank account designated by Cable
Link, or (c) reduction of a debt of Cable Link to you.
A-14
<PAGE> 27
EXHIBIT B
CABLE LINK, INC.
280 COZZINS STREET
COLUMBUS, OHIO 43215-2379
[Date of Grant]
[Name of Grantee]
[Street]
[City, State, Zip]
Congratulations. You have been granted a Stock Option under the Amended
and Restated Cable Link, Inc. 1995 Stock Option Plan (the "Plan") on the
following terms:
1. NUMBER OF SHARES. The number of Shares of Common Stock of Cable
Link, Inc. that you may purchase under this Option is:[Number]
2. EXERCISE PRICE. The exercise price to purchase Shares under this
Option is: $[Price] per Share.
3. VESTING. The Shares subject to this Option will vest and become
exercisable upon execution of this Agreement.
4. LAPSE. This Option will lapse and cease to be exercisable upon the
earliest of:
(i) the expiration of 10 years from the date of this Agreement
shown above,
(ii) nine months after you cease to be a[n] [Employee/Consultant]
because of your death or disability,
(iii) immediately upon your termination for cause or resignation as
a[n] [Employee/Consultant],
(iv) 30 days after you cease to be a[n] [Employee/Consultant] for
any reason other than your death, disability, resignation or
termination, or
(v) in certain cases upon the exercise of a Stock Appreciation
Right granted in tandem with this Option as set forth in the
Plan.
5. TAXATION. This Option is a Nonqualified Option. You will have
taxable income upon the exercise of this Option.
6. EXERCISE. This Option may be exercised by the delivery of this
Agreement with the notice of exercise attached hereto properly
completed and signed by you to the Secretary of the Company, together
with the aggregate Exercise Price for the number of Shares as to which
the Option is being exercised, after the Option has become exercisable
and before it has ceased to be exercisable. The Exercise Price must be
paid in cash by (a) delivery of a certified or cashier's check payable
to the order of Cable Link in such amount, (b) wire transfer of
immediately available funds to a bank account designated by Cable Link,
or (c) reduction of a debt of Cable Link to you. This Option may be
exercised as to less than all of the Shares purchasable hereunder, but
not for a fractional share, nor may it be exercised as to less than 100
Shares unless it is exercised as to all of the Shares then available
hereunder. If this Option is exercised as to less than all of the
Shares purchasable hereunder, a new duly executed Option Agreement
reflecting the decreased number of Shares exercisable under such
Option, but otherwise of the same tenor, will be returned to you.
7. NO TRANSFER. This Option may not be sold, pledged nor otherwise
transferred other than by will or the laws of descent and distribution;
and it may only be exercised during your lifetime by you. This
Agreement is neither a negotiable instrument nor a security (as such
term is defined in Article 8 of the Uniform Commercial Code).
A-15
<PAGE> 28
8. RECEIPT OF PLAN AND AGREEMENT. You hereby acknowledge that you have
been provided with a copy of this Agreement and the Plan, have had an
opportunity to read such documents and to discuss their contents with
your personal legal counsel before signing this Agreement and have been
allowed to retain such copies for your personal records.
9. NOT AN EMPLOYMENT AGREEMENT. This Agreement is not an employment
agreement and nothing contained herein gives you any right to continue
to be a[n] [Employee/Consultant] of the Company.
10. PLAN CONTROLS. This Agreement is an Option Agreement (as such term
is defined in the Plan) under the Plan. The terms of this Agreement are
subject to, and controlled by, the terms of the Plan, as it is now in
effect or may be amended from time to time hereafter, which are
incorporated herein as if they were set forth in full. Any words or
phrases defined in the Plan have the same meanings in this Agreement.
11. MISCELLANEOUS. This Agreement sets forth the entire agreement of
the parties with respect to the subject matter hereof and it supersedes
and discharges all prior agreements (written or oral) and negotiations
and all contemporaneous oral agreements concerning such subject matter.
This Agreement may not be amended or terminated except by a writing
signed by the party against whom any such amendment or termination is
sought. If any one or more provisions of this Agreement shall be found
to be illegal or unenforceable in any respect, the validity and
enforceability of the remaining provisions hereof shall not in any way
be affected or impaired thereby. This Agreement shall be governed by
the laws of the State of Ohio.
A-16
<PAGE> 29
Please acknowledge your acceptance of this Agreement by signing the
enclosed copy in the space provided below and returning it promptly to Cable
Link.
CABLE LINK, INC.
By:
-------------------------------------
[Name of Officer] [Title]
Accepted and Agreed to as of
the date first set forth above:
- --------------------------------------------
[Name of Grantee]
A-17
<PAGE> 30
OPTION EXERCISE FORM
The undersigned hereby exercises the right to purchase ________________
shares of Common Stock of Cable Link, Inc. pursuant to the Option Agreement
dated [Date of Grant] under the Amended and Restated Cable Link, Inc. 1995 Stock
Option Plan.
Date:
--------------------------------- ---------------------------------
[Name of Grantee]
- --------------------------------------
Sign and complete this Option Exercise Form and deliver it to:
Cable Link, Inc.
Att'n: President
280 Cozzins Street
Columbus, Ohio 43215-2379
together with the option price in cash by (a) delivery of a certified or
cashier's check payable to the order of Cable Link in such amount, (b) wire
transfer of immediately available funds to a bank account designated by Cable
Link, or (c) reduction of a debt of Cable Link to you.
A-18
<PAGE> 31
EXHIBIT C
CABLE LINK, INC.
280 COZZINS STREET
COLUMBUS, OHIO 43215-2379
[Date of Grant]
[Name of Grantee]
[Street]
[City, State, Zip]
Congratulations. You have been granted a Stock Appreciation Right
("SAR") under the Amended and Restated Cable Link, Inc. 1995 Stock Option Plan
(the "Plan") on the following terms:
1. NUMBER OF SHARES. You have been granted an SAR based on [Number]
Shares of Common Stock of the Company. This grant [* is *][* is not *]
made in tandem with the grant to you of an Option under the Plan.
2. EXERCISE PRICE. The exercise price under your SAR is: $[Price] per
Share.
3. VESTING. [* Your right to exercise your SAR shall vest in the same
manner and at the same times as your Option. *] [* [25%] of the Shares
originally subject to this SAR will vest and become exercisable on the
first [four] anniversaries of the date of this Agreement if you have
been an Employee continuously from the date of this Agreement through
the date when such portion of the Option vests *].
4. LAPSE. [* This SAR shall lapse and cease to be exercisable in the
same manner and at the same time as your Option and also, in certain
cases, upon the exercise of the Option granted in tandem with this
Stock Appreciation Right as set forth in the Plan. *][* This SAR will
lapse and cease to be exercisable upon the earliest of:
(i) the expiration of 10 years from the date of this Agreement,
(ii) nine months after you cease to be an Employee because of your
death or disability,
(iii) three months after the termination without cause of your
employment with the Company, or
(iv) immediately upon termination of your employment with the
Company for cause or by your resignation. *]
5. TAXATION. You will have taxable income upon the exercise of this
SAR. At that time, you must pay to the Company an amount equal to the
required federal, state, and local tax withholding less any withholding
otherwise made from your salary or bonus. You must satisfy any relevant
withholding requirements before the Company makes any payment due to
you under this SAR.
6. EXERCISE. This SAR may be exercised by the delivery of this
Agreement with the notice of exercise attached hereto properly
completed and signed by you to the Secretary of the Company after the
SAR has become exercisable and before it has ceased to be exercisable.
[* You must also deliver the Option Agreement for an Option that is in
tandem with this SAR. *] This SAR may be exercised as to less than all
of the Shares available hereunder, but not for a fractional share, nor
may it be exercised as to less than 100 Shares unless it is exercised
as to all of the Shares then available hereunder.
7. NO TRANSFER. This SAR may not be sold, pledged nor otherwise
transferred other than by will or the laws of descent and distribution;
and it may be exercised during your lifetime only by you. This
Agreement is neither a negotiable instrument nor a security (as such
term is defined in Article 8 of the Uniform Commercial Code).
A-19
<PAGE> 32
8. NOT AN EMPLOYMENT AGREEMENT. This Agreement is not an employment
agreement and nothing contained herein gives you any right to continue
to be employed by or provide services to the Company or affects the
right of the Company to terminate your employment or other relationship
with you.
9. PLAN CONTROLS. This Agreement is an SAR Agreement (as such term is
defined in the Plan) under Article 7 of the Plan. The terms of this
Agreement are subject to, and controlled by, the terms of the Plan, as
it is now in effect or may be amended from time to time hereafter,
which are incorporated herein as if they were set forth in full. Any
words or phrases defined in the Plan have the same meanings in this
Agreement.
10. MISCELLANEOUS. This Agreement sets forth the entire agreement of
the parties with respect to the subject matter hereof and it supersedes
and discharges all prior agreements (written or oral) and negotiations
and all contemporaneous oral agreements concerning such subject matter.
This Agreement may not be amended or terminated except by a writing
signed by the party against whom any such amendment or termination is
sought. If any one or more provisions of this Agreement shall be found
to be illegal or unenforceable in any respect, the validity and
enforceability of the remaining provisions hereof shall not in any way
be affected or impaired thereby. This Agreement shall be governed by
the laws of the State of Ohio.
Please acknowledge your acceptance of this Agreement by signing the
enclosed copy in the space provided below and returning it promptly to the
Company.
CABLE LINK, INC.
By:
-------------------------------------
[Name of Officer] [Title]
Accepted and Agreed to as of
the date first set forth above:
- --------------------------------------------
[Name of Grantee]
A-20
<PAGE> 33
SAR EXERCISE FORM
The undersigned hereby exercises the right to receive certain payments
with respect to _________ Shares of Common Stock of the Company pursuant to the
SAR Agreement dated [Date of Grant] under the Amended and Restated Cable Link,
Inc. 1995 Stock Option Plan. The undersigned hereby represents and warrants to
the Company that he or she is not exercising such rights while in the possession
of material inside information relating to the Company.
Date:
-------------------------------- -----------------------------------
[Name of Grantee]
- -------------------------------------
Sign and complete this SAR Exercise Form and deliver it to:
CABLE LINK, INC.
Attn.: President
280 Cozzins Street
Columbus, Ohio 43215-2379
A-21
<PAGE> 34
CABLE LINK, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Bob Binsky and Brenda L. Castle, and
each of them, severally, with full power of substitution, as proxies for the
undersigned and hereby authorizes them to represent and to vote, as designated
below, all of the shares of Common Stock of Cable Link, Inc. held of record by
the undersigned on April 28, 2000, at the Annual Meeting of Shareholders to be
held on June 9, 2000, or any adjournment thereof, with all the power the
undersigned would possess if present in person.
THE BOARD OF DIRECTORS RECOMMENDS THE ELECTION OF ALL NOMINEES NAMED
BELOW.
1. TO ELECT AS DIRECTORS THE NOMINEES NAMED BELOW FOR A TERM OF ONE
YEAR AND UNTIL THEIR SUCCESSORS ARE DULY ELECTED AND QUALIFIED.
NOMINEES: Bob Binsky Eric S. Newman Sherry J. Rothfield
Michael Tsao Carla B. Cole Brenda L. Castle
|_| FOR all nominees listed above (except as marked to the contrary)
|_| WITHHOLD AUTHORITY to vote for all nominees listed above
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
A LINE THROUGH THE NOMINEE'S NAME LISTED ABOVE.)
2. APPROVAL OF THE COMPANY'S AMENDED AND RESTATED 1995 STOCK OPTION
PLAN, AS AMENDED.
|_| FOR |_| AGAINST |_| ABSTAIN
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting of Shareholders or any
adjournment thereof.
(Continued, and to be dated and signed, on the other side.)
<PAGE> 35
(Continued from the other side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED TO ELECT ALL NOMINEES LISTED ABOVE.
The undersigned hereby acknowledges receipt with this Proxy of a copy
of the Notice of Annual Meeting and Proxy Statement dated May 8, 2000 and a copy
of the Company's 1999 Annual Report to Shareholders.
Dated , 2000
---------------------------------
--------------------------------------------
(Signature)
--------------------------------------------
Signature (if held jointly)
IMPORTANT: Please sign exactly as name or
names appear to the left. 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. Corporations
should sign in their full corporate name
by their president or other authorized
officer. If a partnership or other entity,
please sign in partnership or other entity
name by an authorized person. PLEASE MARK,
SIGN, DATE AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED ENVELOPE.
