<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
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for the Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
</TABLE>
TRANSTECHNOLOGY CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
N/A
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange 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
[TRANSTECHNOLOGY LOGO]
NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JULY 15, 1999
To the Stockholders of
TransTechnology Corporation:
The Annual Meeting of Stockholders (the "Meeting") of TransTechnology
Corporation (the "Company") will be held at 10:00 a.m., EDT, on Thursday, July
15, 1999 at the Somerset Hills Hotel, 200 Liberty Corner Road, Warren, New
Jersey, to consider and act upon the following matters:
1. To elect eight directors of the Company;
2. To approve the 1999 Long Term Incentive Plan; and
3. To transact such other business as may properly come before the
meeting.
Only the stockholders of record at the close of business on May 26, 1999 will be
entitled to notice of and to vote at the Meeting or any adjournment or
adjournments thereof. A copy of the Company's Annual Report to Stockholders,
including financial statements for the fiscal year ended March 31, 1999, is
enclosed with this Notice of Annual Meeting.
Whether or not you expect to attend the Meeting, you are urged to sign, date and
return the enclosed proxy in the prepaid envelope provided. All shares
represented by the enclosed proxy, if the proxy is properly executed and
returned, will be voted as you direct. Your proxy will not be used if you attend
the Meeting and vote in person.
By Order of the Board of Directors
/S/ GERALD C. HARVEY
GERALD C. HARVEY
Vice President, Secretary and General
Counsel
Liberty Corner, New Jersey
June 11, 1999
<PAGE> 3
- --------------------------------------------------------------------------------
[TRANSTECHNOLOGY LOGO] 150 Allen Road, Liberty Corner, New Jersey 07938
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement (first mailed to shareholders on or about June 11, 1999) is
furnished in connection with the solicitation of proxies by the Board of
Directors (the "Board") of TransTechnology Corporation (the "Company") for use
at the Annual Meeting of Stockholders of the Company (the "Meeting") to be held
on Thursday, July 15, 1999 at 10:00 a.m., EDT, at the Somerset Hills Hotel,
Warren, New Jersey, and any adjournments thereof. All proxies which are properly
completed, signed and returned to the Company prior to the Meeting will be voted
as provided therein. Any proxy given by a shareholder may be revoked at any time
before it is exercised by filing an instrument revoking it with the Secretary of
the Company, by submitting to the Company a duly executed proxy bearing a later
date, or by voting in person at the Meeting.
The only voting securities of the Company consist of its common stock, $0.01 par
value per share (the "Common Stock"). The close of business on May 26,1999 has
been fixed as the record date for the determination of holders of shares of
Common Stock entitled to vote at the Meeting, and any adjournments thereof. As
of that date, the Company had 6,136,709 shares of Common Stock outstanding. The
holders of shares of Common Stock on the record date are entitled to vote.
The holders of record of a majority of the outstanding shares of Common Stock
will constitute a quorum for the transaction of business at the Meeting. As to
all matters to be considered at the Meeting and any adjournments thereof, each
stockholder is entitled to one vote for each share of Common Stock he or she
holds. The director nominees who receive the greatest number of votes at the
Meeting will be elected to the Board of Directors of the Company. Votes against
a candidate have no legal effect. Abstentions and broker non-votes are counted
for purposes of determining the presence or absence of a quorum for the
transaction of business. Abstentions are counted in tabulations of the votes
cast on proposals presented to stockholders, whereas broker non-votes are not
counted for purposes of determining whether a proposal has been approved.
Stockholders are not entitled to cumulate votes.
The cost of preparing, assembling, printing and mailing this Proxy Statement and
the accompanying form of proxy, and the cost of soliciting proxies relating to
the Meeting will be paid by the Company. The original solicitation of proxies by
mail may be supplemented by telephone, telegram and personal solicitation. The
Company has engaged Beacon Hill Partners, Inc. to assist in the solicitation of
proxies. It is expected that such firm will be paid approximately $3,500 for
such services and will be
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1
<PAGE> 4
- --------------------------------------------------------------------------------
indemnified for matters arising out of this engagement including liabilities
arising under securities laws. In addition, the Company may request banks and
brokers to solicit their customers who beneficially own Common Stock listed of
record in names of nominees, and will reimburse such banks and brokers for their
reasonable out-of-pocket expenses of such solicitation.
For purposes of this Proxy Statement, the fiscal year ended March 31, 1999 shall
be referred to as the fiscal year of 1999 or fiscal 1999.
PROPOSAL 1 -- ELECTION OF DIRECTORS
The Board of Directors of the Company is elected annually. The Certificate of
Incorporation and Bylaws of the Company provide that the number of directors of
the Company shall be not less than five nor more than fifteen, with the exact
number to be fixed by the Bylaws. The Bylaws provide that the exact number of
directors to be elected on July 15, 1999 is eight. Unless otherwise instructed,
the proxies received will be voted for the election of the nominees named below.
Although it is not anticipated that any of the nominees will be unable to serve,
in the event any nominee is unable or declines to serve as a director at the
time of the Meeting, the proxy holders will vote for substitute nominees at
their discretion.
No arrangement or understanding exists between any nominee and any other person
or persons pursuant to which any nominee was or is to be selected as a director
or nominee. None of the nominees has any family relationship among themselves or
with any executive officer of the Company.
INFORMATION CONCERNING INCUMBENT DIRECTORS AND NOMINEES TO THE BOARD OF
DIRECTORS
Set out below is information about each nominee for election as a director. The
information was obtained from the Company's records or from information
furnished directly by the individual.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
POSITION WITH DIRECTOR
NAME THE COMPANY AGE SINCE
<S> <C> <C> <C>
- ------------------------------------------------------------------------------------------------
Gideon Argov Director 42 1995
Walter Belleville Director 72 1992
Michael J. Chairman of the Board of Directors, President and 49 1991
Berthelot Chief Executive Officer
Thomas V. Chema Director 52 1992
John H. Dalton Director 57 1999
Michel Glouchevitch Director 45 1996
James A. Lawrence Director 46 1992
William J. Recker Director 56 1997
- ------------------------------------------------------------------------------------------------
</TABLE>
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2
<PAGE> 5
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MR. ARGOV has been Chairman, President and Chief Executive Officer of Kollmorgen
Corporation, a company with revenues of $250 million which manufactures high
performance electronic motion control components and systems, since 1991.
MR. BELLEVILLE has been Chairman of ATI Machinery, Inc., the largest Caterpillar
tractor rental and leasing company in the western United States since 1983, and
was Chief Executive Officer and Chairman of ATI Machinery, Inc. from 1983 to
1998. Additionally, since 1985 he has been Chairman of the Board of Sav-Trac of
Arizona, Inc., a heavy equipment repair facility. From 1985 to 1995, Mr.
Belleville served as President and Chief Executive Officer of Happy Horizons,
Inc., an aircraft brokerage firm, and President of Pacific Plus, Inc., a
consulting firm specializing in turnarounds of troubled companies.
MR. BERTHELOT was the Company's Chairman of the Board of Directors, President
and Chief Executive Officer from October 1992 to July 1995. He served as
Chairman and Chief Executive Officer from July 1995 to June 1998. Mr. Berthelot
has been the Company's Chairman of the Board of Directors, President and Chief
Executive Officer since July 1998. Mr. Berthelot has been Chief Executive
Officer of Canterbury Holdings Corporation, a private investment company, since
September 1981.
MR. CHEMA has been a partner specializing in energy and telecommunications
consulting, in the Cleveland, Ohio law firm of Arter & Hadden since 1989. From
January 1990 to February 1996, he served as Chairman of the Ohio Building
Authority, an independent state agency that is responsible for financing and
operating state office buildings and other facilities for the State of Ohio.
From May 1990 to July 1995, Mr. Chema also served as Executive Director of the
Gateway Economic Development Corporation of Greater Cleveland, a not-for-profit
corporation chartered to build a baseball stadium and arena in downtown
Cleveland. Mr. Chema is President of Gateway Consultants, Inc., a firm he
founded in 1995 to provide consulting services relative to the financing and
development of public assembly facilities such as ballparks, stadiums, and
arenas.
MR. DALTON was appointed Secretary of the Navy by President Clinton in 1993 and
served in that capacity until 1998. He has been a member of the Board of
Directors of Metal Technology since March 1999, Cantor Exchange since April
1999, and Fresh Del Monte Produce Inc. since May 1999.
MR. GLOUCHEVITCH has been Managing Director of Triumph Capital Group, Inc., a
manager of institutional funds making private equity investments in middle
market companies, since 1992.
MR. LAWRENCE has been Executive Vice President and Chief Financial Officer of
General Mills since 1998. From 1996 to 1998 he served as Executive Vice
President and Chief Financial Officer of Northwest Airlines, Inc. From 1993 to
1996, he served as President and Chief Executive Officer, Asia/Middle
East/Africa of the Pepsi-Cola Company.
MR. RECKER has been Chairman of Gretag Imaging Holding AG since 1998 and
President and CEO of Gretag Imaging Group, Inc. since 1990, a Swiss company with
annual revenues of approximately 700 million Swiss Francs, serving the
photofinishing and imaging industry. He serves on the Board of Gretag-Macbeth
[Holding] AG, a Swiss public company producing products for color control and
confirma-
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3
<PAGE> 6
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tion in the graphic arts, textile and coatings industry.
THE BOARD OF DIRECTORS
The incumbent directors, other than Mr. Dalton, were elected as directors of the
Company at the last annual meeting of stockholders of the Company which was held
in July 1998. The Board of Directors appointed Mr. Dalton to fill a new seat on
the Board effective April 15, 1999.
COMMITTEES
The Board of Directors has a standing Audit Committee, Nominating Committee, and
Incentives and Compensation Committee.
The Audit Committee reviews with the Company's independent auditing firm the
results of the firm's annual examination, advises the full Board regarding its
findings and provides assistance to the full Board in matters involving
financial statements and financial controls. The Audit Committee is composed of
Board members who are not officers, employees or affiliates of the Company or
its subsidiaries. The Audit Committee, which consists of Messrs. Argov,
Belleville and Lawrence, held one meeting during fiscal 1999.
The Nominating Committee establishes the criteria for, and reviews the
qualifications of individuals for, nomination to the Board of Directors and to
committees of the Board. In addition, the Nominating Committee presents
recommendations for replacement directors when vacancies occur on the Board or
committees thereof. The Nominating Committee may consider nominees recommended
by stockholders in writing to the Secretary of the Company. This committee,
which consists of Messrs. Berthelot, Chema and Glouchevitch, did not hold a
meeting during fiscal 1999.
The Incentives and Compensation Committee reviews management's proposals and
makes recommendations to the full Board for compensation and incentives for key
employees and officers of the Company. This committee is comprised solely of
directors who are not employees of the Company or its subsidiaries and who are
not eligible to receive cash bonuses or any other type of incentive
compensation. The Incentives and Compensation Committee, which presently
consists of Messrs. Belleville, Chema and Lawrence, held two meetings during
fiscal 1999.
MEETINGS AND REMUNERATION
During the fiscal year ended March 31, 1999, the Board of Directors held six
meetings. Each incumbent director attended at least 77% of the aggregate of (i)
the total number of meetings held by the Board of Directors during fiscal 1999
(held during the period for which he has been a director) and (ii) the total
number of meetings held by all committees of the Board of Directors on which he
served during that period.
The Company pays its non-employee directors a $5,000 annual retainer and $2,500
for each Board of Directors meeting attended. Meeting fees are also paid for
attendance via conference telephone if such meetings last longer than thirty
minutes. Directors are paid their $5,000 annual retainer in Company Common Stock
rather than cash. In addition, each nonemployee director is granted a Stock
Option to purchase the same number of shares that he owned on (a) the date that
is sixty days after his election to the Board if that date occurs after
September 11, 1994, or (b) on Septem-
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4
<PAGE> 7
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ber 12, 1994 if the director had served on the Board prior to that date. In
addition, non-employee directors are entitled to receive a matching option for
each share of the Company's common stock that they purchase on the open market,
with the strike price of the option being the purchase price of the share, up to
a maximum of 5,000 options in any twelve month period or 15,000 options over a
three year period, pursuant to the requirements of the 1998 Non-Employee
Directors Stock Option Plan. In addition, the Company reimburses its directors
for expenses incurred on behalf of the Company. Non-employee directors are also
paid a retainer (in Company Stock) for serving on committees and fees (in cash)
for attending committee meetings. Annual retainers for the Chairmen of the Audit
Committee and of the Compensation and Incentives Committee are $4,200 and $3,000
for other members. Attendance at meetings of these committees is compensated at
$800 per meeting. The Chairman of the Nominating Committee receives a $3,700
annual retainer while the other committee members receive $2,500. Attendance at
Nominating Committee meetings is compensated at $900 per meeting.
SECURITY OWNERSHIP OF PRINCIPAL
STOCKHOLDERS, NOMINEES FOR
DIRECTOR AND OFFICERS
The following table sets out certain information regarding the beneficial
ownership of the Common Stock as of May 26, 1999 (except as set out in the
footnotes) by (i) each person who is known by the Company to be the beneficial
owner of more than 5% of the Common Stock, (ii) each director and nominee for
director of the Company, individually, (iii) the Chief Executive Officer of the
Company, (iv) each of the other four most highly compensated executive officers
of the Company whose compensation exceeded $100,000 in fiscal 1999, and (v) all
directors and executive officers as a group:
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NUMBER OF
SHARES OF PERCENTAGE OF
NAME COMMON STOCK(1) COMMON STOCK(1)
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
Arch C. Scurlock 1,146,740(2) 18.7
c/o Research Industries, Incorporated
123 North Pitt Street
Alexandria, Virginia 22314
T. Rowe Price Associates, Inc. 521,169(3) 8.5
100 East Pratt Street
Baltimore, MD 21202
David L. Babson and Company Incorporated 514,400(4) 8.4
One Memorial Drive
Cambridge, Massachusetts 02142
Dimensional Fund Advisors Inc. 415,300(5) 6.8
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
Ryback Management Corporation 387,900(6) 6.3
7711 Carondelet Avenue
Box 16900
St. Louis, MO 63105
</TABLE>
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5
<PAGE> 8
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<TABLE>
<CAPTION>
NUMBER OF
SHARES OF PERCENTAGE OF
NAME COMMON STOCK(1) COMMON STOCK(1)
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
Gideon Argov 3,376 *
Walter Belleville 16,416(7) *
Michael J. Berthelot 287,839(8) 4.7
Thomas V. Chema 1,577 *
John H. Dalton -- *
Michel Glouchevitch 21,099(9) *
Gerald C. Harvey 20,928(10) *
James A. Lawrence 80,795(11) *
William Recker 17,326(12) *
Joseph F. Spanier 18,247(13) *
Robert Tunno 28,771(14) *
Robert L. G. White 28,575(15) *
Directors and executive officers as a group 550,154(16) 9.0
(13 persons)
</TABLE>
- --------------------------------------------------------------------------------
* Less than 1%.
(1) Except as set out in these footnotes, the persons named in this table have
sole voting power and investment power with respect to all shares of
capital stock shown as beneficially owned by them, subject to community
property laws where applicable and the information contained in this table
and these notes.
(2) Includes 1,100,000 shares of Common Stock owned by Research Industries,
Incorporated, of which Dr. Scurlock owns 95% of the outstanding shares of
stock.
(3) Based on a February 12, 1999 filing on Schedule 13G with the Securities and
Exchange Commission, these securities are owned by various individual and
institutional investors which T. Rowe Price Associates, Inc. (Price
Associates) serves as investment advisor with power to direct investments
and/or sole power to vote the securities. For purposes of the reporting
requirements of the Securities Exchange Act of 1934, Price Associates is
deemed to be a beneficial owner of such securities; however, Price
Associates expressly disclaims that it is, in fact, the beneficial owner of
such securities.
(4) Based on a February 1, 1999 filing on Schedule 13G with the Securities and
Exchange Commission, David L. Babson and Company Incorporated owned this
amount of shares of common stock as of December 31, 1998.
(5) Based on a February 11, 1999 filing on Schedule 13G with the Securities and
Exchange Commission, Dimensional Fund Advisors Inc. ("Dimensional"), a
registered investment advisor, is deemed to have beneficial ownership of
415,300 shares of Common Stock as of December 31, 1998, all of which shares
are held in portfolios of DFA Investment Dimensions Group Inc., a
registered open-end investment company, or in a series of the DFA
Investment Trust Company, a Delaware business trust, or the DFA Group Trust
and DFA Participation Group Trust, investment vehicles for qualified
employee benefit plans, and for all of which Dimensional serves as
investment manager. Dimensional has informed the Company in writing that it
disclaims beneficial ownership of all such shares.
(6) Based on a January 28, 1999 filing on Schedule 13G with the Securities and
Exchange Commission, Ryback Management Corporation owned this amount of
shares of Common Stock as of December 31, 1998.
(7) Includes 7,000 shares issuable with respect to options exercisable within
60 days of May 26, 1999.
(8) Includes 26,667 shares issuable with respect to options exercisable within
60 days of May 26, 1999.
(9) Includes 10,000 shares issuable with respect to options exercisable within
60 days of May 26, 1999.
(10) Includes 20,417 shares issuable with respect to options exercisable within
60 days of May 26, 1999.
(11) Includes 30,000 shares issuable with respect to options exercisable within
60 days of May 26, 1999.
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(12) Includes 6,000 shares issuable with respect to options exercisable within
60 days of May 26, 1999.
(13) Includes 16,667 shares issuable with respect to options exercisable within
60 days of May 26, 1999.
(14) Includes 17,667 shares issuable with respect to options exercisable within
60 days of May 26, 1999.
(15) Includes 8,667 shares issuable with respect to options exercisable within
60 days of May 26, 1999.
(16) Includes 168,086 shares issuable with respect to options exercisable within
60 days of May 26, 1999.
EXECUTIVE OFFICERS, COMPENSATION AND OTHER INFORMATION
EXECUTIVE OFFICERS
Set out in the table below are the names, ages and positions held of all persons
who were executive officers of the Company as of May 26, 1999.
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<TABLE>
<CAPTION>
EXECUTIVE
POSITION WITH OFFICER
NAME THE COMPANY AGE SINCE
<S> <C> <C> <C>
- -------------------------------------------------------------------------------------
Michael J. Berthelot Chairman of the Board of Directors, President and 49 1992
Chief Executive Officer
Joseph F. Spanier Vice President, Chief Financial Officer and 52 1996
Treasurer
Gerald C. Harvey Vice President, Secretary and General Counsel 49 1996
Robert Tunno President -- Domestic Industrial Products Group 52 1998
Robert L. G. White President -- Aerospace Products Group 57 1998
Ulf Lennart Jemsby President -- International Industrial Products 58 1998
Group
- -------------------------------------------------------------------------------------------------
</TABLE>
Except for Group Presidents, who are appointed by the Chairman, President and
Chief Executive Officer of the Company, executive officers of the Company are
elected by and serve at the discretion of the Board of Directors. No arrangement
exists between any executive officer and any other person or persons pursuant to
which any executive officer was or is to be selected as an executive officer.
None of the executive officers has any family relationship to any nominee for
director or to any other executive officer of the Company. Set out below is a
brief description of the business experience for the previous five years of
those executive officers who are not also directors. For information concerning
the business experience of Mr. Berthelot, see "Information Concerning Incumbent
Directors and Nominees to the Board of Directors", above.
MR. SPANIER has been Vice President, Chief Financial Officer and Treasurer of
the Company since January 1997. From November 1996 to January 1997 he served as
Vice President of Finance. From November 1994 to 1996, he served as Chief
Financial Officer and Vice President of Financial Administration of MG
Industries, a manufacturer of industrial gases and a subsidiary of Hoechst AG.
From May 1994 to November 1994, Mr. Spanier was Vice President, Corporate
Controller and Treasurer, and from 1990 to May 1994, he served as Vice President
and Corporate Controller of Quaker Chemical Corporation, a manufacturer of
chemical specialties.
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MR. HARVEY has been Vice President, Secretary and General Counsel of the Company
since February 1996. From 1994 to 1996 Mr. Harvey was a member of the law firm
of Pfaltz & Woller, P.A. From 1988 to 1994 he was a member of the law firm of
Hannoch Weisman, A Professional Corporation.
MR. TUNNO has been President -- Domestic Industrial Products Group since April
1, 1998. From 1984 to April 1998, he was President of the Breeze Industrial
Products division.
MR. WHITE has been President -- Aerospace Products Group since April 1, 1998. He
has also been the President of the Breeze-Eastern division since April 1994.
From 1987 to 1994, he was President of GEC Marconi Aerospace Inc., a
manufacturer of motion control systems for the aerospace industry.
MR. JEMSBY has been President -- International Industrial Products Group since
April 1, 1998. He has also been the Managing Director of Seeger Orbis GmbH & Co.
OHG, a subsidiary of the Company since July 1995. From 1994 to 1995, he was
Managing Director of Seeger-Orbis GmbH, Germany and from 1991 to 1994, he was
Managing Director of SKF (UK) Ltd., Luton, England.
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EXECUTIVE COMPENSATION
The following table sets forth information concerning the annual and long-term
compensation for services in all capacities to the Company for the fiscal years
ended March 31, 1999, 1998 and 1997, of those persons who were, at March 31,
1999 (i) the chief executive officer and (ii) the other four most highly
compensated executive officers of the Company whose compensation exceeded
$100,000 in fiscal 1999. During each fiscal year in the three year period ended
March 31, 1999, no executive officer named above received perquisites and other
personal benefits, securities or property in an aggregate amount in excess of
the lesser of $50,000 or 10% of such executive officer's annual salary and
bonus.
SUMMARY COMPENSATION TABLE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
----------------------------------
AWARDS
---------- PAYOUTS
ANNUAL COMPENSATION RESTRICTED SECURITIES --------
----------------------------------------- STOCK UNDERLYING LTIP ALL OTHER
NAME AND SALARY BONUS OTHER ANNUAL AWARDS OPTIONS PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR (1) (2) COMPENSATION (3) (#) (4) (5)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------
Michael J. Berthelot 1999 $399,808 $230,991 $23,108 13,600 $784,629 $18,736
Chairman, President 1998 385,000 173,721 17,384 9,000 19,302
and Chief Executive 1997 330,000 193,926 19,420 9,000 23,777
Officer
Joseph F. Spanier 1999 186,923 113,746 11,373 10,700 171,720 18,311
Vice President, Chief 1998 180,000 35,000 3,505 6,000 13,182
Financial Officer and 1997 59,154 15,000 15,000 2,904
Treasurer
Gerald C. Harvey 1999 150,577 64,135 6,411 9,500 157,339 17,367
Vice President, 1998 142,077 48,234 4,830 6,000 18,003
Secretary and 1997 132,116 9,149 726 6,000 8,222
General Counsel
Robert Tunno 1999 204,615 129,362 12,934 7,400 305,946 34,734(6)
President, Industrial 1998 165,347 58,843 5,889 6,000 16,687
Products Group 1997 164,300 46,427 4,653 6,000 15,831
Robert L. G. White 1999 174,999 110,761 11,066 7,188 679,471 13,850
President, Aerospace 1998 172,077 103,992 10,414 6,000 24,508
Products Group 1997 165,000 90,630 8,250 6,000 14,592
</TABLE>
- --------------------------------------------------------------------------------
(1) Amounts shown include compensation earned and received by executive officers
as well as amounts earned but deferred at the election of those officers
under the Company's 401(K) plan.
(2) Represents annual cash bonus payments made to executive officers pursuant to
the Company's Incentive Compensation Plan.
(3) Represents the dollar value of awards of restricted stock during each year
indicated calculated by multiplying the fair market value of a share of
Common Stock on the date of grant by the number of shares awarded. During
fiscal year 1999, awards of restricted stock were granted to each of the
named executive officers on May 15, 1998, at which time the fair market
value of a share of common stock was $27.8750. During fiscal year 1998,
awards of restricted stock were granted to each of the named executive
officers on May 19, 1997, at which time the fair market value of a share of
Common Stock was $20.38. During fiscal year 1997, awards of restricted stock
were granted to each of the named executive officers, with the exception of
Mr. Spanier, on May 9, 1996, at which time the fair market value of a share
of Common Stock was $16.50. An
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aggregate of 3,529 shares of restricted stock were held for the benefit of
the named executive officers at 1999 fiscal year-end. Forfeiture provisions
as to such shares lapse in annual increments of one-third each year. The
executive officers receive dividends on issued shares still subject to
forfeiture.
(4) Represents payments made pursuant to the Fiscal Years' 1996-1998 Incentive
Compensation Plan.
(5) These amounts include the Company's contributions to the Retirement Savings
Plan and insurance premiums paid by the Company under the Company's group
benefits plan.
(6) The amount includes relocation expenses of $11,575 paid to Mr. Tunno.
The following table sets forth information concerning long-term incentive plan
awards in the form of restricted stock awarded during fiscal
1999 to each of the named executive officers of the Company.
LONG-TERM INCENTIVE PLAN AWARDS IN FISCAL 1999(1)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PERFORMANCE
NUMBER OF OR OTHER
SHARES, UNITS PERIOD UNTIL
OR OTHER MATURATION
NAME RIGHTS(#) OR PAYOUT
<S> <C> <C>
- -------------------------------------------------------------------------------------------------
Michael J. Berthelot 829 3 years
Joseph F. Spanier 408 3 years
Gerald C. Harvey 230 3 years
Robert Tunno 464 3 years
Robert L. G. White 397 3 years
</TABLE>
- --------------------------------------------------------------------------------
(1) Restricted stock awards are calculated based upon a cash bonus pool, which
is itself based upon annual profit. The number of restricted shares awarded
is equal to shares that could be purchased at $27.875 (the closing price of
the stock on the date of the award) with 10% of the cash bonus pool. The
cash bonus is described under the heading "Incentive Compensation Plans",
below.
Incentive Compensation Plans. The Fiscal Year 1999-2001 Annual Cash Bonus and
Incentive Compensation Plan (the "'99-'01 Plan") provides for the award of cash
bonuses and stock options based upon operating results. Results are measured by
a wide range of goals which must be met, including goals for operating income,
return on investment, individual strategic and/or operational issues, cash flow
and annual income growth. The stock feature of the '99-'01 Plan provides for the
award of restricted stock and stock options to executive officers, division
presidents and other key personnel. The number of restricted shares awarded is
equal to the number of shares that could be purchased at the closing price of
the stock on the date immediately preceding the date the Incentives and
Compensation Committee of the Board of Directors approved the bonus pool for the
fiscal year just ended with 10% of the cash bonus pool. Voting and dividend
rights vest immediately. Restrictions on sale lapse over three years in annual
one-third increments. Shares for which restrictions have not yet expired are
forfeited upon termination of employment. Stock options are awarded at an
exercise price equal to the fair market value of the shares on the date of
grant. Options awarded with the annual cash bonus become exercisable in annual
equal installments over three years and expire five years after grant date.
Options awarded as part of the long term feature of the '99-'01 Plan described
in the report of the Incentives and
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10
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Compensation Committee set out below vest at the end of the three-year plan
period and expire five years after grant date. Both restricted stock and stock
options are awarded pursuant to the Amended and Restated 1992 Long Term
Incentive Plan, and, if approved by the stockholders, the 1999 Long Term
Incentive Plan, which plans provide mechanisms for awarding various kinds of
stock based awards.
Retirement Plans. The executive officers are participants in the
TransTechnology Corporation Retirement Savings Plan (the "Retirement Savings
Plan"), a defined contribution plan under Section 401(k) of the Internal Revenue
Code which covers non-union employees who have been employed by the Company for
more than one year. Approximately 1,081 employees participate in the Retirement
Savings Plan. Benefits are payable on retirement, disability, death, or other
separation from service. Participants in the Retirement Savings Plan may defer
receipt and taxation of up to 15% of their compensation by contributing such
compensation to the plan. The Company contributes a minimum of 3% and a maximum
of 6% of employees' compensation to the Retirement Savings Plan, depending on
the level of contribution by each employee.
Change in Control Agreements. The Company has entered into severance agreements
with each of Messrs. Spanier, Harvey, Tunno and White (the "Severance
Agreements") which provide for payments only in the event of termination of
employment during the term of the Severance Agreements following within 24
months after a change in control of the Company where such termination is other
than for cause or the executive resigns for good reason which includes reduction
in compensation, benefits or responsibilities, relocation by more than 50 miles
of the executive's primary worksite, adverse alteration of the executive's
office space and administrative support, or failure by the Company to obtain an
agreement from any successor or assignee corporation to assume and perform the
Severance Agreements. Benefits under the Severance Agreements are equal to 200%
of the executive's annual salary, the executive's average bonuses during the two
years preceding the change of control, earned but unused vacation and sick time,
the fair market value of accrued but unvested restricted stock and stock options
outstanding, and all accrued but unpaid salary. The benefits due under the
Severance Agreements are in addition to all amounts payable to each of the
executives pursuant to the Company's other agreements and benefit plans then in
effect, except that any amount paid to any of the executives pursuant to the
Corporate Severance Pay Plan shall be credited against amounts due under the
Severance Agreements. The Severance Agreements provide for no benefits in the
event the executive is terminated for cause and (except in the event that the
executive is convicted of a felony, a crime involving moral turpitude or a crime
adverse to the Company's welfare) fails to cure the alleged breach within 30
days after the executive has been notified by the Company's Board of Directors.
The initial term of each of the Severance Agreements is for two years unless
extended in writing by the parties.
Executive Life Insurance Plan. The Company maintains life insurance policies
for its executive officers which supplement the group life policies available to
all salaried employees.
Affiliate Transactions. The Company and Mr. Berthelot entered into a
transaction on October 16, 1998 as authorized by the Incen-
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11
<PAGE> 14
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tives and Compensation Committee of the Board of Directors, pursuant to which
the Company advanced to Mr. Berthelot $185,000 evidenced by his promissory note.
The principal amount of the note and interest thereon at 5% was paid in full on
March 4, 1999 and the note was canceled. No amount is currently due the Company
from Mr. Berthelot.
STOCK OPTIONS
The following table sets forth information concerning options granted during
fiscal 1999 to each of the named executive officers of the Company identified in
the Summary Compensation Table.
OPTION/SAR GRANTS IN FISCAL 1999
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK PRICE
APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM
--------------------------------------------- ---------------------
% OF
TOTAL
OPTIONS/
SARS EXERCISE
OPTIONS/ GRANTED TO OR BASE
SARS EMPLOYEES PRICE
GRANTED IN FISCAL $ PER EXPIRATION
NAME (#)(1) YEAR SHARE DATE 5% ($) 10% ($)
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Michael J. Berthelot 13,600 10 27.8750 5-15-03 104,738 231,444
Joseph F. Spanier 10,700 8 27.8750 5-15-03 82,404 182,092
Gerald C. Harvey 9,500 7 27.8750 5-15-03 73,162 161,670
Robert Tunno 7,400 5 27.8750 5-15-03 56,989 125,932
Robert L. G. White 7,188 5 27.8750 5-15-03 55,357 122,325
</TABLE>
- --------------------------------------------------------------------------------
(1) Amounts shown represent stock options only. No stock appreciation rights
(SARs) were awarded.
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The following table summarizes option exercises during fiscal 1999 and the total
number and value of exercisable and unexercisable stock options held by each of
the named executive officers on March 31, 1999, the last day of fiscal 1999.
AGGREGATED OPTION/SAR EXERCISES IN FISCAL 1999 AND
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
UNEXERCISED VALUE OF UNEXERCISED
OPTIONS IN-THE-MONEY OPTIONS
AT FY-END(#) AT FY-END($)
------------- --------------------
SHARES ACQUIRED ON EXERCISABLE/ EXERCISABLE/
NAME EXERCISE VALUE REALIZED($) UNEXERCISABLE UNEXERCISABLE
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Michael J. Berthelot 20,000 347,500 78,000/22,600 128,625/0
Joseph F. Spanier 0 0 12,000/19,700 0/0
Gerald C. Harvey 0 0 13,750/15,500 19,375/0
Robert Tunno 0 0 22,000/13,400 44,500/0
Robert L.G. White 17,000 194,687 3,000/13,188 0/0
- --------------------------------------------------------------------------------------------------------
</TABLE>
REPORT OF THE INCENTIVES AND COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
The Incentives and Compensation Committee of the Board of Directors (the
"Committee") is composed entirely of independent outside directors. The
Committee is responsible for establishing policies and implementing programs
relating to executive compensation. The entire Board of Directors reviews all
decisions of the Committee relating to compensation of the Company's executive
officers, except for decisions relating to stock based awards, which under the
Amended and Restated 1992 Long Term Incentive Plan, and, if approved by the
stockholders, the 1999 Long Term Incentive Plan, may be made by the Committee.
The Committee's philosophy regarding executive compensation is that a
compensation program should (i) support the achievement of desired Company
performance; (ii) provide compensation that will attract and retain qualified
executives and reward performance; (iii) align the executive officers' interests
with shareholders' interests as well as the overall success of the Company by
placing a portion of pay at risk; and (iv) encourage management's stake in the
long-term performance and success of the Company.
The methodology for setting base salary of the executive officers consists of
(i) determining marketplace compensation by comparing the corporation to groups
of other corporations with similar characteristics and (ii) evaluating each
executive's performance as well as the performance of the Company as a whole.
Each year the performance of executive officers and division presidents is
evaluated by the Chief Executive Officer and in turn the Chief Executive Officer
is evaluated by the outside members of the Board of Directors. The evaluation is
based upon individualized performance objectives designated at the beginning of
the fiscal year and at the time of the last perform-
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ance evaluation. Salary increases for executive officers are granted, if at all,
every second year.
The methodology for determining bonuses for Fiscal Years 1996-1998 and 1999-2001
has been set out in Incentive Compensation Plans which are consistent with the
Committee's philosophy regarding executive compensation. The compensation
reflected in this proxy statement includes the results of the Incentive
Compensation Plans which are briefly described here.
The Incentive Compensation Plans include an annual bonus feature which is an
important tool in providing incentive both for short-term and long-term
performance. Cash and restricted stock awards are paid upon achieving or
exceeding target levels of quantitative performance measures. Such performance
measures are tied directly to the Company's annual business plan. Executive
officers, including Mr. Berthelot, earn no bonus unless 80% of the business
plan's profit goals are met. The business plan is prepared and approved prior to
the start of the fiscal year. The plans measure performance factors against
targets for income before taxes, profit growth, productivity growth, return on
investment, cash flow, meeting budgets and achievement of individual performance
objectives.
In addition to the restricted stock awards described above, executive officers
and division presidents receive incentive stock options. Stock options are based
upon marketplace compensation studies and are awarded individually each year at
an exercise price equal to the stock's fair market value on date of grant. Stock
options vest over a three-year period and have never been repriced.
Both the '96-'98 Plan and the '99-'01 Plan include a long term portion
structured to reward the achievement of increased value of the entity over the
long term. This latter portion of the bonus is only earned and awarded at the
end of a three-year period based upon the increase in the enterprise value of
the company, or a division of the company, as the case may be, which exceeds a
compounded rate under the '96-'98 Plan of 12% per annum, raised to 15% per annum
under the '99-'01 Plan, and other goals established from time to time by the
Committee. (The respective 12% and 15% per annum hurdle rates were established
to represent the overall return an investor would seek at the beginning of the
three-year measuring period.) Under the '96-'98 Plan the bonus earned and
awarded was paid in cash. The '99-'01 Plan provides that a portion of the bonus,
equal to 45% at target enterprise value, will be paid in market priced stock
options which vest at the end of the three-year plan period . It is the purpose
of the Committee and the Board in implementing this feature of the senior
managers' incentive compensation program to encourage and reward long term
growth in the value of the Company.
Mr. Berthelot's compensation, including base compensation, cash bonus and stock
awards is determined by the same methodology as described above for all
executive officers.
WALTER BELLEVILLE
THOMAS V. CHEMA
JAMES A. LAWRENCE
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PROPOSAL 2 -- APPROVAL OF THE 1999 LONG TERM INCENTIVE COMPENSATION PLAN
BACKGROUND
At its meeting held on April 15, 1999, the Board of Directors of the Company
adopted, subject to stockholder approval, the 1999 Long Term Incentive
Compensation Plan (the "1999 Plan") in substantially the form attached to this
Proxy Statement as Annex A.
DESCRIPTION OF THE 1999 LONG TERM INCENTIVE PLAN
The summary that follows is subject to the actual terms of the 1999 Plan. The
1999 Plan is attached hereto as Annex A. The terms of the 1999 Plan require that
the Stockholders of the Company approve it before it becomes effective.
The 1999 Plan will supplement the Company's Amended and Restated 1992 Long Term
Incentive Plan (the "1992 Plan") in the event that there is no longer a
sufficient number of shares available for issuance under the 1992 Plan and will
replace the 1992 Plan when no Shares remain available for grant under the 1992
Plan. As of May 26, 1999, the number of shares remaining that the Company is
authorized to issue under the 1992 Plan is 106,307. The term of the 1992 Plan
expires on October 1, 2002.
SHARES
Up to 300,000 shares of the Company's common stock, par value $0.01 per share
(the "Shares"), may be issued under the 1999 Plan, including Shares that will be
issued upon the exercise of options that the Company grants under the 1999 Plan.
This number excludes any Shares subject to options that are canceled, terminated
or have expired. The Shares that the Company awards under the 1999 Plan may be
comprised of, in whole or in part, authorized and unissued Shares or treasury
Shares. If a participant forfeits Shares that the Company awards under the 1999
Plan or if the Company awards options that expire or otherwise terminate without
any Shares being issued, then the Company may again use those Shares for
distribution under the 1999 Plan. The Company, from time to time, may adjust the
number of Shares that the Company reserves for issuance under the 1999 Plan as a
result of, among other things, a corporate reorganization, recapitalization,
stock split or stock dividend. The Company may also adjust the number and price
of Shares subject to outstanding awards and options that the Company grants
under the 1999 Plan.
PARTICIPATION
All officers and key employees of the Company and its subsidiaries are eligible
to receive awards under the 1999 Plan. Non-employee directors of the Company are
eligible to receive annual retainer fees under the 1999 Plan but are not
otherwise eligible to receive awards under the 1999 Plan.
ADMINISTRATION
A committee of the Board of Directors of the Company, composed exclusively of
non-employee directors, shall administer the 1999 Plan. The committee will
identify those officers and key employees who are eligible to participate in the
1999 Plan based upon, among other things, such individual's contribution to the
management, growth and/or profitability of the Company and/or its subsidiaries.
The committee also will determine the number of Shares that the Company will
grant under the 1999 Plan, the
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15
<PAGE> 18
- --------------------------------------------------------------------------------
number of Shares that the Company will issue upon the exercise of options
granted under the 1999 Plan and the vesting schedule for any option.
AWARDS UNDER THE 1999 PLAN
The Committee has the authority to grant the following types of awards under the
1999 Plan:
- stock options
- stock appreciation rights
- restricted stock
- deferred stock
- other stock-based awards
The Committee may grant such awards either alone, in addition to, or in tandem
with other awards that the Committee grants under the 1999 Plan and/or cash
awards that the Company makes outside the 1999 Plan. The provisions attendant to
any type of award that the Committee grants may vary from participant to
participant.
Stock Options. There are two types of Stock Options available under the 1999
Plan: (1) Incentive Stock Options and (2) Non-Qualified Stock Options. The
Committee may grant either or both types of Stock Options to any optionee, and
for such number of Shares and to such optionees as the Committee determines.
Option Price. The Committee will determine the option price for Stock Options
awarded under the 1999 Plan. Incentive Stock Options, however, are subject to
certain price restrictions. The option price for any Incentive Stock Option
cannot be less than 100% of the fair market value of the Company's Common Stock
as of the grant date. If an individual owns more than 10% of the Company's
Common Stock, then the option price cannot be less than 110% of the fair market
value of the Company's Common Stock as of the grant date. There are no
restrictions on the option price for Non-Qualified Stock Options.
An optionee may pay the option price in cash, with a note or other instrument as
the Committee may accept, or with unrestricted stock that the optionee already
owns. An optionee may pay for Non-Qualified Stock Options with Restricted or
Deferred Stock awarded under the 1999 Plan. Any payment with stock will be based
on the fair market value of the Company's stock (as the Committee determines) on
the date that the optionee exercises the Stock Option. Once the optionee has
paid in full for the Shares subject to the Stock Option, the optionee will
generally have the right to dividends and other rights of a shareholder with
respect to the Shares.
Option Term. The Committee shall fix the term of each Stock Option, consistent
with the requirements of the 1999 Plan. Any option holder who beneficially owns
10% or more of the Shares must exercise Incentive Stock Options within five
years after the grant date. All other optionees must exercise Stock Options
within 10 years after the grant date.
Option Exercisability. The Committee will determine when an optionee may
exercise a Stock Option, subject to the minimum holding periods set forth in the
1999 Plan. Unless determined otherwise by the Committee, optionees must hold
Stock Options for at least one year after the grant date, except in the event of
a Change of Control. In the event of a Change of Control, optionees may exercise
Stock Options immediately if the Committee approved of the grant in advance. In
any event, absent a Change of Control, Stock Options must be held for at least
six months before they may be exercised.
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16
<PAGE> 19
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In the event of an employee's termination, the employee may exercise only those
Stock Options which are exercisable on the employee's termination date. If an
employee is terminated by reason of death or disability, the optionee or his or
her legal representative may exercise the Stock Options within one year from the
date of death or disability or until the expiration of the option term,
whichever period is shorter. If an employee who is disabled dies during the one
year period, the employee's estate has an additional twelve months from the date
of death to exercise the Stock Option, unless the option term expires earlier.
If an employee is terminated other than by reason of death or disability, the
optionee must exercise the option within the lesser of three months from the
employee's termination date, or upon expiration of the Stock Option's term.
Participants may exercise Stock Options only with respect to whole numbers of
Shares.
Stock Appreciation Rights ("SAR"). The Committee may grant SARs in conjunction
with all or part of any Stock Option granted under the 1999 Plan. A participant
may exercise a SAR only if the underlying Stock Option is then exercisable. In
no event may a participant exercise a SAR within the six-month period subsequent
to the SAR's grant date. Once a participant exercises a SAR, the related portion
of the Stock Option underlying the SAR will terminate.
SAR Exercisability. Upon the exercise of a SAR, the Company will pay to the
grantee an amount in cash equal to the excess of the fair market value of one
Share over the option price, multiplied by the number of Shares that the grantee
exercises pursuant to the SAR. For example, if the fair market value of one
Share is $25 and the option price of the grantee's Stock Option is $20, then if
the grantee exercises a SAR with respect to that Stock Option, the Company will
pay the grantee $5 multiplied by the number of Shares that the grantee wishes to
exercise. If the Stock Option is for 100 Shares, the grantee would receive $500
upon exercise of the SAR, less any withholding taxes.
Payment for SARs. The Committee has the discretion to determine whether a
grantee may make payment in cash, common stock or a combination of both.
Transferability. SARs and the underlying Stock Options are only transferable
upon the holder's death.
Restricted Stock. In awarding Restricted Stock, the Committee will determine
who is eligible to receive the awards, the number of Shares such persons will
receive, the price such persons must pay for the awards, if any, and the time
periods during which the stock is subject to forfeiture. The Committee may
condition the grant of Restricted Stock upon the attainment of specific
performance goals or such other factors as the Committee may determine. In order
to receive an award of Restricted Stock, the participant must execute a
Restricted Stock Award Agreement and pay the price that is required, if any. The
Committee may issue Restricted Stock for no consideration.
The Committee will establish a Restriction Period during which the grantee may
not sell, transfer, pledge or assign the Restricted Stock. During the
Restriction Period, the participant's Restricted Stock is subject to forfeiture.
The Committee may, in its discretion, allow such restrictions to lapse in
installments and may accelerate or waive such restrictions based on service,
performance and/or other factors. In any event, the participant must hold the
Restricted Stock for a minimum of six months
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17
<PAGE> 20
- --------------------------------------------------------------------------------
prior to disposition. The Company will retain possession of the certificate
evidencing the Restricted Stock until the Restriction Period has expired.
Except for the transfer restrictions, a participant will generally have all of
the rights of a shareholder of the Company, including the right to vote the
Shares and to receive cash dividends. At the time of the award, the Committee
may permit or require a participant to defer or reinvest any cash dividends in
additional shares of Restricted Stock. The Company will treat any stock
dividends as additional shares of Restricted Stock, which will be subject to the
same terms and conditions as the initial grant.
In the event that an employee terminates his or her employment with the Company
or any subsidiary during the Restriction Period, all of the Shares that are then
subject to restriction will either vest or be subject to forfeiture, in
accordance with such terms as the Committee may establish at or after grant. If
the participant has not forfeited the Restricted Stock prior to the expiration
of the Restriction Period, the Company will deliver to the participant
certificates for an appropriate number of unrestricted Shares. A participant may
extend the Restriction Period, with the Committee's approval, if the participant
elects to do so prior to the first day of the calendar year in which the
Restriction Period (or any installment thereof) ends.
Deferred Stock. The Committee will determine the persons who are eligible to
receive Deferred Stock, the times when the Company will award Deferred Stock,
the number of shares of Deferred Stock that the Company will award to any
person, and the Deferral Period during which a recipient may defer receipt of
the Deferred Stock. The Committee may condition the grant of Deferred Stock upon
the attainment of specific performance goals or such other factors as the
Committee may determine. In order to receive an award of Deferred Stock, the
participant must execute a Deferred Stock Agreement.
During the Deferral Period, the participant may not sell, assign, transfer, or
pledge the Deferred Stock. In any event, the participant must hold the Deferred
Stock for a minimum of six months prior to disposition. Based upon service,
performance and/or other factors, the Committee may, at or after grant,
accelerate the vesting of all or any part of a Deferred Stock award and/or waive
the deferral limitations of an award.
The Company will retain possession of the certificate evidencing the Deferred
Stock until the Deferral Period has expired. At the end of the Deferral Period,
the Company will deliver to the participant Shares equal to the number specified
in the Deferred Stock award. Subject to the Committee's approval, a participant
may elect to defer receipt of an award (or an installment of an award), if the
participant elects to do so prior to the first day of the calendar year in which
the Deferral Period (or any installment thereof) ends.
During the Deferral Period, any dividends declared with respect to Shares
covered by the Deferred Stock shall, at the Committee's option, be (1) then paid
to the recipient, (2) deferred and deemed to be reinvested in additional
Deferred Stock, or (3) otherwise reinvested. Deferred Stock will carry no voting
rights until such time as the Stock is actually issued.
In the event that an employee terminates his or her employment with the Company
or any subsidiary during the Deferral Period, all Deferred Stock will either
vest or be subject to forfeiture in accordance with the terms and conditions
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18
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that the Committee may establish at or after grant.
Other Stock-Based Awards. The Committee may also grant other types of awards
that are valued, in whole or in part, with reference to the Company's Common
Stock. Such awards will be made upon terms and conditions as the Committee may
in its discretion provide. In any event, a recipient must hold the Other Stock-
Based Award for a minimum of six months prior to disposition.
CHANGE OF CONTROL
Except if the Board adopts resolutions to the contrary prior to a Change in
Control, as of the date of a Change of Control:
- grantees may fully exercise all Stock Options or SARs then outstanding; and
- all restrictions and conditions on all grants of Restricted Stock, Deferred
Stock and Other Stock-Based Awards then outstanding shall be deemed to be
satisfied.
Any grantee who has held a Stock Option for less than six months as of the date
of a Change of Control may immediately exercise such Stock Option, provided,
however, that the Board or the Committee administering the 1999 Plan approved of
the award in advance of its grant.
Under the 1999 Plan, a Change of Control is defined as any event in which:
- any person (an individual, entity or group) becomes the beneficial owner of
Shares representing 20% or more of the total number of votes outstanding;
- as a result of, or in connection with, a cash tender offer, exchange offer,
merger or other business combination, asset sale or contested election, or
any combination of the foregoing, persons who were directors of the Company
immediately prior to such event shall cease to constitute a majority of the
Board thereafter;
- Company stockholders have approved an agreement providing either for a
transaction whereby either the Company will cease to be an independent,
publicly-owned corporation or the Company will sell or otherwise dispose of
all or substantially all of its assets; or
- a person other than the Company makes a tender offer or exchange offer for
the Company's Shares, and the Company's Shares are acquired pursuant to such
tender offer.
AMENDMENTS AND TERMINATIONS
The Board may amend, modify or discontinue the 1999 Plan, subject to certain
restrictions. In the event that an amendment or termination of the 1999 Plan
would impair a participant's rights, the Board must obtain the participant's
consent prior to any such amendment or termination. The Board also may not
authorize any amendment without the consent of the shareholders that would:
- increase the aggregate number of Shares that the Company may issue under the
1999 Plan;
- modify the requirements affecting eligibility to participate in the 1999
Plan; or
- materially increase the benefits to corporate insiders under the 1999 Plan.
In addition, the Board may not be able to amend or terminate the 1999 Plan if
any exchange on which the Company's stock is traded, or other applicable laws,
restrict the Board from doing so.
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The Committee may amend the terms of Stock Options or other awards, but is
required to obtain any participant's consent whose rights would be impaired by
such an amendment.
UNFUNDED STATUS OF 1999 PLAN
The 1999 Plan is an unfunded plan with respect to incentive and deferred
compensation. Participants and optionees who have not yet received payment with
respect to any award granted under the 1999 Plan have no greater rights than the
Company's general creditors.
FEDERAL INCOME TAX ASPECTS
The following is a brief summary of the principal federal income tax aspects of
awards made under the 1999 Plan based upon the laws in effect on the date
hereof. This summary is not intended to be exhaustive and does not describe
state or local tax consequences.
Restricted Stock. In general, with respect to Restricted Stock:
- A participant receiving Restricted Stock generally will recognize ordinary
income in the amount of the fair market value of the Restricted Stock at the
end of the Restriction Period.
- The Company is entitled to deduct the amount that the participant includes
in income.
- With respect to any sale of Shares after the Restriction Period has expired,
the holding period for determining whether the participant in the 1999 Plan
has long-term or short-term capital gain or loss generally begins when the
Restriction Period expires and the tax basis for the Shares will generally
be based on the fair market value of the Shares on that date.
Section 83(b) Election.
- Under Section 83(b) of the Internal Revenue Code, a participant may elect,
within 30 days of the grant of the Restricted Stock, to recognize ordinary
income on the date of grant equal to the excess of the fair market value of
the shares of Restricted Stock (determined without regard to the
restrictions) over the amount paid (if any) for the Restricted Stock.
- The Company will deduct the amount taxable to the participant in the 1999
Plan.
- If the shares are forfeited, the participant will not be entitled to a
deduction, refund, or loss for the amount previously included in income by
reason of the Section 83(b) Election.
- The participant's holding period commences on the date of grant, and his or
her tax basis is the fair market value of the shares on the date on which
the Company grants the Restricted Stock to the participant.
Stock Options.
Nonqualified Stock Options. An optionee will not recognize any taxable income
upon the grant of a nonqualified stock option, and the Company will not be
entitled to a tax deduction with respect to the grant of a nonqualified stock
option. Upon exercise, the excess of the fair market value of a share of Common
Stock on the exercise date over the option exercise price will be taxable as
ordinary income to the optionee and will be subject to applicable withholding
taxes. The Company will generally be entitled to a tax deduction at such time in
the amount of such ordinary income.
In the event of a sale of a share of Common Stock received upon the exercise of
a nonqualified stock option, any appreciation or depreci-
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20
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ation after the exercise date will be taxed as capital gain or loss and will be
long-term capital gain or loss if the requisite long-term capital gains holding
period for such Common Stock has been satisfied.
Incentive Stock Options. An optionee will not recognize any taxable income at
the time of grant or timely exercise of an incentive stock option, and the
Company will not be entitled to a tax deduction with respect to such grant or
exercise. Exercise of an incentive stock option will, however, give rise to
taxable income subject to applicable withholding taxes, and a tax deduction for
the Company, if the incentive stock option is not exercised on a timely basis
(generally, while the optionee is employed by the Company or within 90 days
after termination of employment) or if the optionee engages in a "disqualifying
disposition," as described below. The amount by which the fair market value of
the Common Stock on the exercise date of an incentive stock option exceeds the
exercise price generally will increase the optionee's "alternative minimum
taxable income".
A sale or exchange by an optionee of shares acquired upon the exercise of an
incentive stock option more than one year after the transfer of the shares to
such optionee and more than two years after the date of grant of the option will
result in any difference between the net sale proceeds and the exercise price
being treated as capital gain (or loss) to the optionee. If such sale or
exchange takes place within two years after the date of grant of the incentive
stock option or within one year from the date of transfer of the incentive stock
option shares to the optionee, such sale or exchange will constitute a
"disqualifying disposition" of such shares that will have the following results:
any excess of (i) the lesser of (a) the fair market value of the shares at the
time of exercise and (b) the amount realized on such "disqualifying disposition"
of the shares over (ii) the option exercise price of such shares will be
ordinary income to the optionee, subject to applicable withholding taxes, and
the Company will be entitled to a tax deduction in the amount of such income.
Any further gain or loss after the date of exercise generally will qualify as
capital gain or loss and will not result in any deduction for the Company.
TERM OF 1999 PLAN
The term of the 1999 Plan is ten years from the date that the 1999 Plan is
approved by the shareholders. No awards will be granted after that date. Any
awards granted prior to the end of the term, however, may be extended beyond the
term.
CONCLUSION AND RECOMMENDATION
The Board of Directors believes it is in the interest of the Company and its
stockholders to adopt the 1999 Plan to help to attract and retain persons of
outstanding competence as executive officers and other key employees, and to
further the identity of their interests with those of the Company's
stockholders. The affirmative vote of a majority of the shares of the Company's
Common Stock present and entitled to vote, in person or by proxy, at the 1999
Annual Meeting is required for ratification and approval of the proposal to
adopt the 1999 Plan. The Board of Directors recommends a vote FOR ratification
and approval of the proposal to adopt the 1999 Plan.
COMPANY PERFORMANCE
The following graph shows a comparison of cumulative total returns for the
Company, Standard & Poor's 500 Index and a Company-constructed Peer Group Index
(consisting of
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public companies which manufacture products that compete with the Company's
products) for the last five fiscal years. Total returns are based on market
capitalization. Peer group indices use beginning of period market capitalization
weighting. Total return assumes reinvestment of dividends.
5 YEAR CUMULATIVE TOTAL RETURN SUMMARY
<TABLE>
<CAPTION>
TRANSTECHNOLOGY S & P 500 PEER GROUP
--------------- --------- ----------
<S> <C> <C> <C>
'1994' 100.00 100.00 100.00
'1995' 75.52 115.57 121.56
'1996' 101.69 152.67 165.09
'1997' 146.88 182.93 208.69
'1998' 209.15 270.74 331.43
'1999' 115.91 320.71 314.60
</TABLE>
* ASSUMES INITIAL INVESTMENT OF $100.
Peer Group includes: Chicago Rivet & Machine, Federal Screw, ITW, Park-Ohio
Industries, Penn Engineering & Manufacturing and SPS Technologies.
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COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and certain of its officers, and persons who own more than 10 percent
of a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the "SEC"). Officers, directors and greater than 10 percent stockholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that from April 1, 1998 to
March 31, 1999, all persons subject to the reporting requirements of Section
16(a) filed the reports on a timely basis.
RELATIONSHIP WITH THE COMPANY'S AUDITORS
The Company is not selecting or recommending a principal accountant to
stockholders for election, approval or ratification for the current year. The
Company is not required to obtain shareholder approval or ratification of its
selection of its auditors under Delaware law, and the Audit Committee and the
Board of Directors reserve the right to make any change in auditors at any time,
and without shareholder approval, which they deem advisable or necessary.
Representatives of Deloitte & Touche LLP, the Company's principal accountant for
the current year, are expected to be present at the Annual Meeting and will have
the opportunity to make a statement if they desire to do so and will be
available to respond to appropriate questions.
PROPOSALS FOR SUBMISSION AT NEXT ANNUAL MEETING
If a stockholder desires to submit a proposal to fellow stockholders at the
Company's annual meeting next year and wishes to have it set forth in the
corresponding proxy statement and identified in the corresponding form of proxy
prepared by management, such stockholder must notify the Company at its
executive offices no later than February 11, 2000.
ANNUAL REPORTS
A copy of the Company's Annual Report for the fiscal year ended March 31, 1999
is being mailed to each stockholder of record together with this Proxy
Statement. The Company has filed with the SEC its Annual Report on Form 10-K for
the fiscal year ended March 31, 1999. This Report contains detailed information
concerning the Company and its operations, supplementary financial information
and certain schedules which are not included in the
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Annual Report to Stockholders. A COPY OF THIS REPORT, WITHOUT EXHIBITS, WILL BE
FURNISHED TO STOCKHOLDERS WITHOUT CHARGE UPON REQUEST IN WRITING TO GERALD C.
HARVEY, SECRETARY OF THE COMPANY, AT TRANSTECHNOLOGY CORPORATION, 150 ALLEN
ROAD, LIBERTY CORNER, NEW JERSEY 07938. If requested, the Company will also
provide such persons with copies of any exhibit to the Annual Report on Form
10-K upon the payment of a fee limited to the Company's reasonable expenses in
furnishing such exhibits. Such Report is not a part of the Company's soliciting
material.
OTHER MATTERS
The Board of Directors does not know of any matter to be acted upon at the
Meeting other than the matters described herein. If any other matter properly
comes before the Meeting, the holders of the proxies will vote thereon in
accordance with their best judgment.
By Order of the Board of Directors
/s/ GERALD C. HARVEY
GERALD C. HARVEY
Vice President, Secretary and
General Counsel
Liberty Corner, New Jersey
June 11, 1999
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TRANSTECHNOLOGY CORPORATION ANNEX A
1999 LONG TERM INCENTIVE PLAN
SECTION 1. PURPOSE: DEFINITIONS.
The purpose of the TransTechnology 1999 Long Term Incentive Plan (the "Plan") is
to enable TransTechnology Corporation (the "Company") to attract, retain and
reward key employees of the Company and its Subsidiaries and strengthen the
mutuality of interests between those individuals and the Company's shareholders,
by offering them performance-based stock incentives and/or other equity
interests or equity-based incentives in the Company.
For purposes of the Plan, the following terms shall be defined as set forth
below:
(a) "Board" means the Board of Directors of the Company.
(b) "Book Value" means, as of any given date, on a per share basis (i)
the Stockholders' Equity in the Company as of the end of the immediately
preceding fiscal year as reflected in the Company's consolidated balance
sheet, subject to such adjustments as the Committee shall specify at or
after grant, divided by (ii) the number of their outstanding shares of
Stock as of such year-end date (as adjusted by the Committee for subsequent
events).
(c) "Change of Control" shall be deemed to have occurred upon the
occurrence of any one (or more) of the following events after September 13,
1994:
(i) Any person, including a group as defined in Section 13(d)(3)
of the Exchange Act, becomes the beneficial owner of shares of the
Company with respect to which twenty percent (20%) or more of the
total number of votes for the election of the Board may be cast;
(ii) As a result of, or in connection with, any cash tender
offer, exchange offer, merger or other business combination, sale of
assets or contested election, or combination of the foregoing, persons
who were directors of the Company immediately prior to such event
shall cease to constitute a majority of the Board;
(iii) The stockholders of the Company shall approve an agreement
providing either for a transaction in which the Company will cease to
be an independent publicly owned corporation or for a sale or other
disposition of all or substantially all the assets of the Company; or
(iv) A tender offer or exchange offer is made for shares of the
Company's Common Stock (other than one made by the Company) and shares
of Common Stock are acquired thereunder ("Offer"). However, the
acceleration of the exercisability of outstanding Stock Options upon
the occurrence of an Offer shall be within the discretion of the
Board.
(d) "Code" means the Internal Revenue Code of 1986, as amended from
time to time, and any successor thereto.
(e) "Committee" means the Committee referred to in Section 2 of the
Plan.
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(f) "Company" means TransTechnology Corporation, a corporation
organized under the laws of the State of Delaware, or any successor
corporation.
(g) "Deferred Stock" means an award made pursuant to Section 8 below
of the right to receive Stock at the end of a specified deferral period.
(h) "Disability" means the inability to engage in any substantial
gainful activity by reason of any medically determinable physical or mental
impairment that can be expected to result in death or that has lasted or
can be expected to last for a continuous period of not less than twelve
months.
(i) "Exchange Act" shall mean the Securities Exchange Act of 1934.
(j) "Fair Market Value" means, as of any given date, the mean between
the highest and lowest quoted selling price, of the Stock on the New York
Stock Exchange or, if no such sale of Stock occurs on the New York Stock
Exchange on such date, the fair market value of the Stock as determined by
the Committee in good faith. In the case of an Incentive Stock Option,
"Fair Market Value" shall be determined without regard to any restriction,
other than a restriction which by its terms will never lapse.
(k) "Incentive Stock Option" means any Stock Option intended to be and
designated as an "Incentive Stock Option" within the meaning of Section 422
of the Code.
(l) "Non-Employee Director" shall have the meaning set forth in Rule
16b-3(b)(3)(I) promulgated by the Securities and Exchange Commission under
the Securities and Exchange Act of 1934, or any successor definition
adopted by the Commission, which definition currently means a director who:
(A) is not currently an officer of or employed by the issuer or a
parent or subsidiary of the issuer; and
(B) does not receive compensation from the issuer, a parent or
subsidiary for consulting services or in any capacity other than as a
director, except if the amount would not require disclosure pursuant
to Item 404(a) of Regulation S-K (if the amount exceeds $60,000); and
(C) does not possess an interest in any other transaction for
which disclosure would be required pursuant to Item 404(a) of
Regulation S-K; and
(D) is not engaged in a business relationship for which
disclosure would be required by Item 404(b) of Regulation S-K (amount
exceeds 5% of revenue of issuer or another entity).
(m) "Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.
(n)"Outside Director" means any Director who is not an employee of the
Company or of a Subsidiary.
(o) "Other Stock-Based Award" means an award under Section 9 below
that is valued in whole or in part by reference to, or is otherwise based
on Stock.
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(p) "Plan" means this TransTechnology Corporation 1999 Long Term
Incentive Plan, as amended from time to time.
(q) "Restricted Stock" means an award of shares of Stock that is
subject to restrictions under Section 7 below.
(r) "Stock" means the Common Stock, $.01 par value per share, of the
Company.
(s) "Stock Appreciation Right" means the right pursuant to an award
granted under Section 6 below to surrender to the Company all (or a
portion) of a Stock Option in exchange for an amount equal to the
difference between --
(i) the Fair Market Value, as of the date such Stock Option (or
such portion thereof) is surrendered, of the shares of Stock covered
by such Stock Option (or such portion thereof), subject, where
applicable, to the pricing provisions in Section 6, and
(ii) the aggregate exercise price of such Stock Option (or such
portion thereof).
(t) "Stock Option" or "Option" means any option to purchase shares of
Stock (including Restricted Stock and Deferred Stock, if the Committee so
determines) granted pursuant to Section 5 below.
(u) "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of the
corporations (other than the last corporation in the unbroken chain) owns
stock possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in the chain.
SECTION 2. ADMINISTRATION.
The Plan shall be administered by a Committee of not less than three members of
the Board of Directors of the Company (the "Board") all of whom shall be
Non-Employee Directors within the meaning of Rule 16b-3 under the Exchange Act.
The Committee shall have full authority to grant, pursuant to the terms of the
Plan, to officers, key employees, and Outside Directors to the extent eligible
under Section 4 --
(i) Stock Options,
(ii) Stock Appreciation Rights,
(iii) Restricted Stock,
(iv) Deferred Stock, and/or
(v) Other Stock-Based Awards.
In particular, the Committee shall have the authority:
(a) to select the officers and other key employees of the Company and
its Subsidiaries to whom Stock Options, Stock Appreciation Rights,
Restricted Stock, Deferred Stock, and/or Other Stock-Based Awards may from
time to time be granted hereunder.
(b) to determine whether and to what extent Incentive Stock Options,
Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock,
Deferred Stock, and/or Other Stock-Based Awards, or any combination
thereof, are to be granted
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hereunder to one or more eligible employees;
(c) to determine the number of shares to be covered by each such award
granted hereunder;
(d) to determine the terms and conditions, not inconsistent with the
terms of the Plan, of any award granted hereunder (including, but not
limited to, the share price and any restriction or limitation, or any
vesting acceleration or waiver of forfeiture restrictions regarding any
Stock Option or other award and/or the shares of Stock relating thereto,
based in each case on such factors as the Committee shall determine, in its
sole discretion);
(e) to determine whether and under what circumstances a Stock Option
may be settled in cash, Restricted Stock and/or Deferred Stock under
Section 5(j) or (k), as applicable, instead of Stock;
(f) to determine whether, to what extent and under what circumstances
Stock and other amounts payable with respect to an award under this Plan
shall be deferred either automatically or at the election of the
participant (including providing for and determining the amount (if any) of
any deemed earnings on any deferred amount during any deferral period);
(g) to adopt, alter and repeal such rules, guidelines and practices
governing the Plan as it shall, from time to time, deem advisable;
(h) to interpret the terms and provisions of the Plan and any award
issued under the Plan (and any agreements relating thereto); and
(i) to otherwise supervise the administration of the Plan.
All decisions made by the Committee pursuant to the provisions of the Plan shall
be made in the Committee's sole discretion and shall be final and binding on all
persons, including the Company and Plan participants.
SECTION 3. STOCK SUBJECT TO PLAN.
The total number of shares of Stock reserved and available for distribution
under the Plan shall be 300,000 shares. Such shares may consist, in whole or in
part, of authorized and unissued shares or treasury shares.
Subject to Section 6(b)(iv) below, if any shares of Stock that have been
optioned cease to be subject to a Stock Option, or if any such shares of Stock
that are subject to any Restricted Stock, or Deferred Stock, or Other
Stock-Based Award granted hereunder and forfeited or any such award otherwise
terminates without a payment being made to the participant in the form of Stock,
such shares shall again be available for distribution in connection with future
awards under the Plan.
In the event of any merger, reorganization, consolidation, recapitalization,
Stock dividend, Stock split or other change in corporate structure affecting the
Stock, such adjustment shall be made in the aggregate number of shares reserved
for issuance under the Plan, in the number and option price of shares subject to
outstanding Options granted under the Plan, in the number and purchase price of
shares subject to outstanding awards granted under the Plan as may be determined
to be appropriate by the Committee, in its sole discretion, provided that the
number of shares subject to any award shall always be a whole number. Such
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adjusted option price shall also be used to determine the amount payable by the
Company upon the exercise of any Stock Appreciation Right associated with any
Stock Option.
SECTION 4. ELIGIBILITY.
Officers and other key employees of the Company and its Subsidiaries (but
excluding members of the Committee) who are responsible for or contribute to the
management, growth and/or profitability of the business of the Company and/or
its Subsidiaries are eligible to be granted awards under the Plan. Outside
Directors may receive grants of Restricted Stock to the extent specified in
Section 10.
SECTION 5. STOCK OPTIONS.
Stock Options may be granted alone, in addition to or in tandem with other
awards granted under the Plan and/or cash awards made outside of the Plan. Any
Stock Option granted under the Plan shall be in such form as the Committee may
from time to time approve. The provisions of Stock Options need not be the same
with respect to each recipient.
Stock Options granted under the Plan may be of two types; (i) Incentive Stock
Options and (ii) Non-Qualified Stock Options.
The Committee shall have the authority to grant to any optionee Incentive Stock
Options, Non-Qualified Stock Options, or both types of Stock Options (in each
case with or without Stock Appreciation Rights).
Options granted under the Plan shall be subject to the following terms and
conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem desirable:
(a) Option Price. The option price per share of Stock purchasable
under an Incentive Stock Option shall be determined by the Committee at the
time of grant but shall be not less than (i) 110% of the Fair Market Value
of the Stock at grant in the case of an individual who owns more than 10%
of the Stock, determined under the rules of Section 424(d) of the Code
("Ten Percent Shareholder"), and (ii) 100% of the Fair Market Value of the
Stock at grant in all other cases. The option price of a Non-Qualified
Stock Option need not comply with the restrictions in the preceding
sentence.
(b) Option Term. The term of each Stock Option shall be fixed by the
Committee, but no Stock Option shall be exercisable more than (i) five
years after the date the Option is granted in the case of an Incentive
Stock Option granted to a Ten Percent Shareholder, and (ii) ten years after
the date the Option is granted in all other cases.
(c) Exercisability. Stock Options shall be exercisable at such time
or times and subject to such terms and conditions as shall be determined by
the Committee at or after grant; provided, however, that, except as
provided in Section 5(f) and (g), or unless otherwise determined by the
Committee at or after grant, no Stock Option shall be exercisable prior to
the first anniversary date of the granting of the Option; provided,
further, that, notwithstanding anything in the foregoing to the contrary,
no Stock Option shall be exercisable prior to the date which is six months
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subsequent to the grant of said Stock Option. If the Committee provides, in
its sole discretion, that any Stock Option is exercisable only in
installments, the Committee may waive such installment exercise provisions
at any time at or after grant in whole or in part, based on such factors as
the Committee shall determine in its sole discretion.
(d) Method of Exercise. Subject to whatever installment exercise
provisions apply under Section 5(c), Stock Options may be exercised in
whole or in part at any time during the option period, by giving written
notice of exercise to the Company specifying the number of shares to be
purchased. Participants may exercise Stock Options only with respect to
whole number of shares.
Such notice shall be accompanied by payment in full of the purchase
price, either by check, note or such other instrument as the Committee may
accept. As determined by the Committee, in its sole discretion, at or after
grant, payment in full or in part may also be made in the form of
unrestricted Stock already owned by the optionee or, in the case of the
exercise of a Non-Qualified Stock Option, Restricted Stock or Deferred
Stock subject to an award hereunder (based in each case, on the Fair Market
Value of the Stock on the date the option is exercised, as determined by
the Committee).
If payment of the option exercise price of a Non-Qualified Stock
Option is made in whole or in part in the form of Restricted Stock or
Deferred Stock, such Restricted Stock or Deferred Stock (and any
replacement shares relating thereto) shall remain (or be) restricted or
deferred, as the case may be, in accordance with the original terms of the
Restricted Stock Award or Deferred Stock Award in question, and any
additional Stock received upon the exercise shall be subject to the same
forfeiture restrictions or deferral limitations, unless otherwise
determined by the Committee, in its sole discretion, at or after grant.
No shares of Stock shall be issued until full payment therefor has
been made. An optionee shall generally have the rights to dividends or
other rights of a shareholder with respect to shares subject to the Option
when the optionee has given written notice of exercise, has paid in full
for such shares, and, if requested, has given the representation described
in Section 14(a).
(e) Non-Transferability of Options. No Stock Option shall be
transferable by the optionee otherwise than by will or by the laws of
descent and distribution, and all Stock Options shall be exercisable during
the optionee's lifetime only by the optionee.
(f) Termination by Death. Subject to Section 5(i), if an optionee's
employment by the Company and any Subsidiary terminates by reason of death,
any Stock Option held by such optionee may thereafter be exercised, to the
extent such option was exercisable at the time of death or on such
accelerated basis as the Committee may determine at or after grant (or as
may be determined in accordance with procedures established by the
Committee), by the legal representative of the estate or by the legatee of
the optionee under the will of the optionee, for a period of one year
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(or such other period as the Committee may specify at grant) from the date
of such death or until the expiration of the stated term of such Stock
Option, whichever period is the shorter.
(g) Termination by Reason of Disability. Subject to Section 5(i), if
an optionee's employment by the Company and any Subsidiary terminates by
reason of Disability, any Stock Option held by such optionee may thereafter
be exercised by the optionee, to the extent it was exercisable at the time
of termination or on such accelerated basis as the Committee may determine,
at or after grant (or as may be determined in accordance with procedures
established by the Committee), for a period of one year (or such other
period as the Committee may specify at grant) from the date of such
termination of employment or until the expiration of the stated term of
such Stock Option, whichever period is the shorter. However, if the
optionee dies within such one year period (or such other period as the
Committee shall specify at grant), any unexercised Stock Option held by
such optionee shall thereafter be exercisable to the extent to which it was
exercisable at the time of death for a period of twelve months from the
date of such death or until the expiration of the stated term of such Stock
Option, whichever period is the shorter.
(h) Other Termination. Unless otherwise determined by the Committee
(or pursuant to procedures established by the Committee) at or after grant,
if an optionee's employment by the Company and any Subsidiary terminates
for any reason other than death or Disability, the Stock Option may be
exercised, to the extent otherwise than exercisable, for the lesser of
three months or the balance of such Stock Option's term.
(i) Incentive Stock Options. Anything in the Plan to the contrary
notwithstanding, no term of this Plan relating to Incentive Stock Options
shall be interpreted, amended or modified, nor shall any discretion or
authority granted under the Plan be so exercised, or, without the consent
of the optionee(s) affected, to disqualify any Incentive Stock Option under
such Section 422 of the Code.
To the extent required for "Incentive Stock Option" status under
Section 422(b)(7) of the Code (taking into account applicable Internal
Revenue Service regulations and pronouncements), the aggregate Fair Market
Value (determined as of the time of grant) of the Stock with respect to
which Incentive Stock Options granted are exercisable for the first time by
the optionee during any calendar year under the Plan and/or any other stock
option plan of the Company or any Subsidiary or parent corporation (within
the meaning of Section 424 of the Code) shall not exceed $100,000. If
Section 422 is hereafter amended to delete the requirement that the plan
must expressly provide for the $100,000 limitation, then this second
paragraph of Section 5(i) shall no longer be operative.
To the extent permitted under Section 422 of the Code or the
applicable
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regulations thereunder or any applicable Internal Revenue Service
pronouncement:
(i) an Incentive Stock Option shall be exercisable no later than
three months following termination of employment with the Company or a
Subsidiary;
(ii) in the event the optionee's employment is terminated by
reason of disability, the three month period of Section 5(i)(i) is
extended to twelve months; and
(iii) in the event the optionee's employment is terminated by
reason of death, the three month period of Section 5(i)(i) is waived
entirely.
(j) Buyout Provisions. The Committee may at any time offer to buy out
for a payment in cash, Stock, Deferred Stock or Restricted Stock an option
previously granted, based on such terms and conditions as the Committee
shall establish and communicate to the optionee at the time that such offer
is made.
(k) Settlement Provisions. If the option agreement so provides at
grant or is amended after grant and prior to exercise to so provide (with
the optionee's consent), the Committee may require that all or part of the
shares to be issued with respect to the spread value of an exercised Stock
Option take the form of Deferred or Restricted Stock, which shall be valued
on the date of exercise on the basis of the Fair Market Value (as
determined by the Committee) of such Deferred or Restricted Stock
determined without regard to the deferral limitations and/or forfeiture
restrictions involved, other than those restrictions which, by their terms,
will never lapse.
SECTION 6. STOCK APPRECIATION RIGHTS.
(a) Grant and Exercise. Stock Appreciation Rights may be granted in
conjunction with all or part of any Stock Option granted under the Plan. In
the case of a Non-Qualified Stock Option, such rights may be granted either
at or after the time of the grant of such Stock Option. In the case of an
Incentive Stock Option, such rights may be granted only at the time of the
grant of such Stock Option.
A Stock Appreciation Right or applicable portion thereof granted with
respect to a given Stock Option shall terminate and no longer be
exercisable upon the termination or exercise of the related Stock Option,
subject to such provisions as the Committee may specify at grant where a
Stock Appreciation Right is granted with respect to less than the full
number of shares by a related Stock Option.
A Stock Appreciation Right may be exercised by an optionee, subject to
Section 6(b), in accordance with the procedures established by the
Committee for such purpose. Upon such exercise, the optionee shall be
entitled to receive an amount determined in the manner prescribed in
Section 6(b). Stock Options relating to exercised Stock Appreciation Rights
shall no longer be exercisable to the extent that the related Stock
Appreciation Rights have been exercised.
(b) Terms and Conditions. Stock Appreciation Rights shall be subject
to such terms and conditions, not inconsistent with
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the provisions of the Plan, as shall be determined from time to time by the
Committee, including the following:
(i) Stock Appreciation Rights shall be exercisable only at such
time and to the extent that the Stock Options to which they relate
shall be exercisable in accordance with the provisions of Section 5
and this Section 6 of the Plan. Notwithstanding anything to the
contrary in this Section 6, no Stock Appreciation Right shall be
exercisable prior to the date which is six months subsequent to the
date of grant of said Stock Appreciation Right.
(ii) Upon the exercise of a Stock Appreciation Right, an optionee
shall be entitled to receive an amount in cash and/or shares of Stock
equal in value to the excess of the Fair Market Value of one share of
Stock over the option price per share specified in the related Stock
Option multiplied by the number of shares in respect of which the
Stock Appreciation Right shall have been exercised, with the Committee
having the right to determine the form of payment. When payment is to
be made in shares, the number of shares to be paid shall be calculated
on the basis of the Fair Market Value of the shares on the date of
exercise. When payment is to be made in cash, such amount shall be
calculated on the basis of the mean between the highest and lowest
quoted selling price, of the Stock on the New York Stock Exchange
during the applicable period referred to in Rule 16b-3(e) under the
Exchange Act.
(iii) Stock Appreciation Rights shall be transferable only when
and to the extent that the underlying Stock Option would be
transferable under Section 5(e) of the Plan.
(iv) Upon the exercise of a Stock Appreciation Right, the Stock
Option or part thereof to which such Stock Appreciation Right is
related shall be deemed to have been exercised for the purpose of the
limitation set forth in Section 3 of the Plan for the number of shares
of Stock to be issued under the Plan, but only to the extent of the
number of shares issued under the Stock Appreciation Right at the time
of exercise based on the value of the Stock Appreciation Right at such
time.
(v) The provisions of Stock Appreciation Rights need not be the
same with respect to each recipient.
SECTION 7. RESTRICTED STOCK.
(a) Administration. Shares of Restricted Stock may be issued either
alone, in addition to or in tandem with other awards granted under the Plan
and/or cash awards made outside of the Plan. The Committee shall determine
the eligible persons to whom, and the time or times at which, grants of
Restricted Stock will be made, the number of shares to be awarded, the
price (if any) to be paid by the recipient of Restricted Stock (subject to
Section 7(b)), the time or times within which such awards may be subject to
for-
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feiture, and all other terms and conditions of the awards.
The Committee may condition the grant of Restricted Stock upon the
attainment of specified performance goals or such other factors as the
Committee may determine, in its sole discretion.
The provisions of Restricted Stock Awards need not be the same with
respect to each recipient.
(b) Awards and Certificates. The prospective recipient of a
Restricted Stock Award shall not have any rights with respect to such award
unless and until such recipient has executed an agreement evidencing the
award and has delivered a fully executed copy thereof to the Company, and
has otherwise complied with the applicable terms and conditions of such
award.
(i) Shares of Restricted Stock may be issued for no cash
consideration.
(ii) In order to receive an award of Restricted Stock, the
Participant must first execute a Restricted Stock Award Agreement and
pay whatever price (if any) is required under Section 7(b)(I).
(iii) Each participant receiving a Restricted Stock Award shall
be issued a stock certificate in respect of such shares of Restricted
Stock. Such certificate shall be registered in the name of such
participant, and shall bear an appropriate legend referring to the
terms, conditions, and restrictions applicable to such award.
(iv) The Committee shall require that the stock certificates
evidencing such shares be held in custody by the Company until the
restrictions thereon shall have lapsed.
(c) Restrictions and Conditions. The shares of Restricted Stock
awarded pursuant to this Section 7 shall be subject to the following
restrictions and conditions:
(i) Subject to the provisions of this Plan and the award
agreement during a period set by the Committee commencing with the
date of such award (the "Restriction Period"), the participant shall
not be permitted to sell, transfer, pledge or assign shares of
Restricted Stock awarded under the Plan. Within these limits, the
Committee, in its sole discretion, may provide for the lapse of such
restrictions in installments and may accelerate or waive such
restrictions in whole or in part, based on service, performance and/or
such other factors or criteria as the Committee may determine, in its
sole discretion.
(ii) Except as provided in this Paragraph (ii) and Section
7(c)(i), the participant shall have, with respect to the shares of
Restricted Stock, all of the rights of a shareholder of the Company,
including the right to vote the shares, and the right to receive any
cash dividends. The Committee, in its sole discretion, as determined
at the time of award, may permit or require the payments of cash
dividends to be deferred and, if the Committee so determines,
reinvested, subject to Section 14(e), in additional Restricted
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Stock to the extent shares are available under Section 3, or otherwise
reinvested. Stock dividends issued with respect to Restricted Stock
shall be treated as additional shares of Restricted Stock that are
subject to the same restrictions and other terms and conditions that
apply to the shares with respect to which such dividends are issued.
(iii) Subject to the applicable provisions of the award agreement
and this Section 7, upon termination of a participant's employment
with the Company and any Subsidiary for any reason during the
Restriction Period, all shares still subject to restriction will vest
or be forfeited, in accordance with the terms and conditions
established by the Committee at or after grant.
(iv) If and when the Restriction Period expires without a prior
forfeiture of the Restricted Stock subject to such Restriction Period,
certificates for an appropriate number of unrestricted shares shall be
delivered to the participant promptly.
(v) A participant may elect to further extend the Restriction
Period for a specified period or until a specified event, subject in
each case to the Committee's approval and to such terms as are
determined by the Committee, all in its sole discretion. Subject to
any exceptions adopted by the Committee, each election must be made
prior to the first day of the calendar year in which the Restriction
Period (or installment thereof) ends.
(d) Rules and Procedures. The Committee shall develop such rules and
procedures, not inconsistent with the provisions of this Section 7, as it
deems necessary or appropriate relating to awards of Restricted Stock under
the Plan.
(e) Notwithstanding anything in this Section 7 to the contrary,
Restricted Stock granted hereunder shall be required to be held for a
minimum of six months prior to disposition.
SECTION 8. DEFERRED STOCK.
(a) Administration. Deferred Stock may be awarded either alone, in
addition to, or in tandem with other awards granted under the Plan and/or
cash awards made outside of the Plan. The Committee shall determine the
eligible persons to whom and the time or times at which Deferred Stock
shall be awarded, the number of shares of Deferred Stock to be awarded to
any person, the duration of the period (the "Deferral Period") during
which, and the conditions under which receipt of the Stock will be
deferred, and the other terms and conditions of the award in addition to
those set forth in Section 8(b).
The Committee may condition the grant of Deferred Stock upon the
attainment of specified performance goals or such other factors or criteria
as the Committee shall determine, in its sole discretion.
The provisions of Deferred Stock Awards need not be the same with
respect to each recipient.
(b) Terms and Conditions. The shares of Deferred Stock awarded pursu-
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ant to this Section 8 shall be subject to the following terms and
conditions:
(i) Subject to the provisions of this Plan and the award
agreement referred to in Section 8(b)(vi) below, Deferred Stock Awards
may not be sold, assigned, transferred, pledged or otherwise
encumbered during the Deferral Period. At the expiration of the
Deferral Period (or the Elective Deferral Period referred to in
Section 8(b)(v), where applicable), share certificates shall be
delivered to the participant, or his legal representative, in a number
equal to the shares covered by the Deferred Stock Award.
(ii) Unless otherwise determined by the Committee at grant,
amounts equal to any dividends declared during the Deferral Period
with respect to the number of shares covered by a Deferred Stock Award
will be paid to the participant currently, or deferred and deemed to
be reinvested in additional Deferred Stock, or otherwise reinvested,
all as determined at or after the time of the award by the Committee,
in its sole discretion.
(iii) Subject to the provisions of the award agreement and this
Section 8, upon termination of a participant's employment with the
Company or any Subsidiary for any reason during the Deferral Period
for a given award, the Deferred Stock in question will vest, or be
forfeited, in accordance with the terms and conditions established by
the Committee at or after grant.
(iv) Based on service, performance and/or such other factors or
criteria as the Committee may determine, the Committee may, at or
after grant, accelerate the vesting of all or any part of any Deferred
Stock Award and/or waive the deferral limitations for all or any part
of such award.
(v) A participant may elect to further defer receipt of an award
(or an installment of an award) for a specified period or until a
specified event (the "Elective Deferral Period"), subject in each case
to the Committee's approval and to such terms as are determined by the
Committee, all in its sole discretion. Subject to any exceptions
adopted by the Committee, each election must be made prior to the
first day of the calendar year in which the Restriction Period (or
installment thereof) ends.
(vi) Each award shall be confirmed by, and subject to the terms
of, a Deferred Stock agreement executed by the Company and the
participants.
(c) Notwithstanding anything to the contrary in this Section 8,
Deferred Stock granted hereunder shall be required to be held for a minimum
of six months prior to disposition.
SECTION 9. OTHER STOCK-BASED AWARDS.
(a) Administration. Other awards of Stock and other awards that are
valued in whole or in part by reference to, or are otherwise based on Stock
("Other Stock-Based Awards"), including, without limitation, performance
shares, convertible pre-
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ferred stock, convertible debentures, exchangeable securities and Stock
awards or options valued by reference to Book Value or subsidiary
performance, may be granted either alone or in addition to or in tandem
with Stock Options, Stock Appreciation Rights, Restricted Stock, or
Deferred Stock granted under the Plan and/or cash awards made outside of
the Plan.
Subject to the provisions of the Plan, the Committee shall have
authority to determine the persons to whom and the time or times at which
such awards shall be made, the number of shares of Stock to be awarded
pursuant to such awards, and all other conditions of the awards. The
Committee may also provide for the grant of Stock upon the completion of a
specified performance period.
The provisions of Other Stock-Based Awards need not be the same with
respect to each recipient.
(b) Terms and Conditions. Other Stock-Based Awards made pursuant to
this Section 9 shall be subject to the following terms and conditions:
(i) Subject to the provisions of this Plan and the award
agreement referred to in Section 9(b)(v) below, shares subject to
awards made under this Section 9 may not be sold, assigned,
transferred, pledged or otherwise encumbered prior to the date on
which the shares are issued, or, if later, the date on which any
applicable restriction, performance or deferral period lapses.
(ii) Subject to the provisions of this Plan and the award
agreement and unless otherwise determined by the Committee at grant,
the recipient of an award under this Section 9 shall be entitled to
receive, currently or on a deferred basis, interest or dividends or
interest or dividend equivalents with respect to the number of shares
covered by the award, as determined at the time of the award by the
Committee, in its sole discretion, and the Committee may provide that
such amounts (if any) shall be deemed to have been reinvested in
additional Stock or otherwise reinvested.
(iii) Any award under Section 9 and any Stock covered by any such
award shall vest or be forfeited to the extent so provided in the
award agreement, as determined by the Committee, in its sole
discretion.
(iv) In the event of the participant's Disability or death, or in
cases of special circumstances, the Committee may, in its sole
discretion, waive in whole or in part any or all of the remaining
limitations imposed hereunder (if any) with respect to any or all of
an award under this Section 9.
(v) Each award under this Section 9 shall be confirmed by, and
subject to the terms of an agreement or other instrument by the
Company and by the participant.
(vi) Stock (including securities convertible into Stock) issued
on a bonus basis under this Section 9 may be issued for no cash
consideration.
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(c) Notwithstanding anything to the contrary in this Section 9, Other
Stock-Based Awards granted hereunder shall be required to be held for a
minimum of six months prior to disposition.
SECTION 10. OUTSIDE DIRECTORS.
Notwithstanding anything herein to the contrary, Outside Directors may
participate in the Plan in accordance with this Section 10.
(a) All annual retainer fees for service as a Director and as a member
of any committee of the Board shall be paid in the form of Stock. However,
payments made for attendance at a meeting (whether in person or by
telephone) will be paid in cash. Stock payments will be made within ten
(10) business days following the date of the election of the Board.
(i) Any Stock issued to an Outside Director will contain a legend
restricting its resale for a twelve (12) month period.
(ii) Should the individual's service as a Director terminate
prior to the expiration of the twelve (12) month period for a reason
other than death or Disability, the Stock shall be forfeited.
(iii) The Company shall cause a new share certificate to be
issued to each Outside Director following the lapse of the twelve (12)
month period.
SECTION 11. CHANGE OF CONTROL.
In the event of a Change of Control, except as the Board may expressly provide
otherwise in resolutions adopted prior to the Change of Control:
(a) All Stock Options or Stock Appreciation Rights then outstanding
shall become fully exercisable as of the date of the Change of Control; and
(b) All restrictions and conditions of all grants of Restricted Stock
(including Restricted Stock granted pursuant to Section 10 above) Deferred
Stock and Other Stock-Based Awards then outstanding shall be deemed
satisfied as of the date of the Change of Control.
Subject to the limitation that, notwithstanding anything in this Plan to the
contrary, any Stock Option which has been outstanding for less than six months
on the date of such Change of Control shall be exercisable immediately if the
grant of such Stock Option was approved by the Board or the Committee provided
for in Section 2 hereof.
SECTION 12. AMENDMENTS AND TERMINATIONS.
The Board may amend, modify, or discontinue the Plan, but no amendment,
modification, or discontinuation shall be made which would impair the rights of
an optionee or participant under a Stock Option, Stock Appreciation Right,
Restricted or Deferred Stock Award, or Other Stock-Based Award theretofore
granted, without the participant's consent. Furthermore, in addition to such
limitations upon amendments as may be imposed by any stock exchange on which the
Stock is traded, no amendment may be adopted without the consent of the
Company's shareholders that would:
(a) increase the aggregate number of shares that may be issued under
the Plan,
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(b) modify the requirements affecting eligibility to participate in
the Plan, or
(c) materially increase the benefits accruing to Insiders under the
Plan. The preceding sentence is intended solely to satisfy the requirements
of Code Section 422, and it not intended to confer upon participants any
rights to have the Plan continued without amendment.
The Committee may amend the terms of any Stock Option or other award theretofore
granted, prospectively or retroactively, but no such amendment shall impair the
rights of any participant without the participant's consent.
Subject to the above provisions, the Board shall have broad authority to amend
the Plan to take into account changes in applicable securities and tax laws and
accounting rates, as well as other developments.
SECTION 13. UNFUNDED STATUS OF PLAN.
The Plan is intended to constitute an "unfunded" plan for incentive and deferred
compensation. With respect to any payments not yet made to a participant or
optionee by the Company, nothing contained herein shall give any such
participant or optionee any rights that are greater than those of a general
creditor of the Company.
SECTION 14. GENERAL PROVISIONS.
(a) The Committee may require each person purchasing shares pursuant
to a Stock Option or other award under the Plan to represent to and agree
with the Company in writing that the optionee or participant is acquiring
the shares without a view to distribution thereof. The certificates for
such shares may include any legend which the Committee deems appropriate to
reflect any restrictions on transfer.
All certificates for shares of Stock or other securities delivered
under the Plan shall be subject to stop transfer orders and other
restrictions as the Committee may deem advisable under the rules,
regulations, and other requirements of the Securities and Exchange
Committee, any stock exchange upon which the Stock is then listed, and any
applicable federal or state securities law, and the Committee may cause a
legend or legends to be put on any such certificates to make appropriate
reference to such restrictions.
(b) Nothing contained in this Plan shall prevent the Board from
adopting other or additional compensation arrangements, subject to
stockholder approval if such approval is required; and such arrangements
may be either generally applicable or applicable only in specific cases.
(c) The adoption of the Plan shall not confer upon any employee of the
Company or any Subsidiary any right to continued employment with the
Company or a Subsidiary, as the case may be, nor shall it interfere in any
way with the right of the Company or a Subsidiary to terminate the
employment of any of its employees at any time.
(d) No later than the date as of which an amount first becomes
includable in the gross income of the participant for federal income tax
purposes with respect to any award under the Plan, the participant shall
pay to the Company, or make arrangements satisfactory to the Committee re-
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garding the payment of, any federal, state, or local taxes of any kind
required by law to be withheld with respect to such amount. Unless
otherwise determined by the Committee, withholding obligations may be
settled with Stock, including Stock that is part of the award that gives
rise to the withholding requirement. The obligations of the Company under
the Plan shall be conditional on such payment or arrangements and the
Company and its Subsidiaries shall, to the extent permitted by law, have
the right to deduct any such taxes from any payment of any kind otherwise
due to the participant.
(e) The actual or deemed reinvestment of dividends or dividend
equivalents in additional Restricted Stock (or in Deferred Stock or Other
Stock-Based Awards) at the time of any dividend payment shall only be
permissible if sufficient shares of Stock are available under Section 3 for
such reinvestment (taking into account then outstanding Stock Options, and
other Stock-Based Awards).
(f) The plan and all awards made and actions taken thereunder shall be
governed by and construed in accordance with the laws of the State of
Delaware.
SECTION 15. EFFECTIVE DATE OF PLAN.
The plan shall be effective as of July 15, 1999, subject to the approval of the
Plan by a majority of the votes cast by the holders of the Company's Common
Stock at the annual shareholders' meeting in 1999. Any grants made under the
Plan prior to such approval shall be effective when made (unless otherwise
specified by the Committee at the time of grant), but shall be conditioned on,
and subject to, such approval of the Plan by the shareholders.
SECTION 16. TERM OF PLAN.
No Stock Option, Stock Appreciation Right, Restricted Stock Award, Deferred
Stock Award, or Other Stock-Based Award shall be granted pursuant to the Plan on
or after the tenth anniversary of the date of shareholder approval, but awards
granted prior to such tenth anniversary may extend beyond that date.
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[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
______________________________________________________________________________
TRANSTECHNOLOGY CORPORATION
______________________________________________________________________________
Mark box at right if an address change or comment has been [ ]
noted on the reverse side of this card.
CONTROL NUMBER:
RECORD DATE SHARES:
__________________
Please be sure to sign and date this Proxy. | Date |
_________________________________________________________|__________________|
| |
| |
|_______Shareholder sign here________________________________________________|
DETACH CARD
1. Election of Directors For All With- For All
Nominees hold Except
Gideon Argov John H. Dalton [ ] [ ] [ ]
Walter Belleville Michael Glouchevitch
Michael J. Berthelot James A. Lawrence
Thomas V. Chema William J. Recker
INSTRUCTION: To withhold authority to vote for individual nominee, mark
the "For All Except" box and strike a line through the nominee's(s') name(s).
The undersigned hereby confer(s) upon the Proxy discretionary authority with
respect to the election of Directors in the event that any of the above
nominees is unable or unwilling to serve at the meeting.
For Against Abstain
2. Proposal to approve the 1999 Long Term [ ] [ ] [ ]
Incentive Plan.
3. In their discretion, the Proxy is authorized to vote upon such other
business as may properly come before the meeting.
DETACH CARD
<PAGE> 44
TRANSTECHNOLOGY CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Michael J. Berthelot, Joseph F. Spanier and
Monica Aguirre, or any two of them, as Proxy, each with the power to appoint his
substitute, and hereby authorizes them to represent and to vote as designated on
the reverse side, all the shares of common stock of Trans Technology Corporation
held of record by the undersigned on May 26, 1999, at the annual meeting of
shareholders to be held on July 15, 1999, or any adjournment thereof. 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 FOR
the election of all the nominees and FOR approval of the 1999 Long Term
Incentive Plan. This proxy when properly executed will be voted in the
discretion of the Proxy upon such other business as may properly come before the
meeting.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY USING THE ENCLOSED
ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
Please sign exactly as your name(s) appear(s) hereon. 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 the full corporate name by the President or other
authorized officer. If a partnership, please sign in partnership name by an
authorized person.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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