Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report 15± 69K
2: EX-10.1 Material Contract 7± 29K
3: EX-10.2 Material Contract 3± 11K
4: EX-10.3 Material Contract 7± 29K
5: EX-11 Statement re: Computation of Earnings Per Share 2± 9K
6: EX-13 Annual or Quarterly Report to Security Holders 24± 111K
7: EX-21 Subsidiaries of the Registrant 1 5K
8: EX-23 Consent of Experts or Counsel 1 7K
9: EX-24 Power of Attorney 1 9K
10: EX-27 Financial Data Schedule (Pre-XBRL) 1 9K
EX-10.3 — Material Contract
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EXHIBIT 100
NATIONAL COMPUTER SYSTEMS, INC.
OSWALD STOCK OPTION PLAN
89,000 Shares of National Computer Systems, Inc.
Common Stock, Par Value $.03
The Oswald Stock Option Plan is set forth through the following:
Resolution unanimously adopted (with Mr. Oswald abstaining) by the Board of
Directors of National Computer Systems, Inc. on August 22, 1994, with no
subsequent amendment or recision, as set forth below:
BE IT RESOLVED, That the terms and conditions of the CEO
Transition Package which has been recommended by the Compensation
Committee shall be attached to the minutes of this meeting as an
Exhibit A and is hereby approved, that Mr. Cox and General Vessey are
directed to communicate the terms and conditions of the Package to Mr.
Oswald and that Mr. Cox is hereby directed to execute on behalf of the
Company whatever documents are, in his judgment, necessary to evidence
the Package and Mr. Oswald's acceptance thereof; and
FURTHER RESOLVED, That upon receipt of evidence of the
cancellation of the 39,000 Incentive Stock Options currently owned by
Mr. Oswald, any officer of the Company is hereby authorized to execute
and deliver on behalf of the Company Stock Option Agreements with
respect to the issuance of 89,000 shares of the Company's Common Stock
to Mr. Oswald with the following exercise prices and option terms and
on such other terms and conditions as are set forth in the form of
stock option agreement attached to these minutes as Exhibit B:
Optionee - Charles W. Oswald
Option Terms - Option Exercise Expiration
Shares Price Date
------ -------- ----------
15,000 $ 15.68 5-23-96
12,000 16.50 5-21-97
12,000 17.60 5-20-98
50,000 13.13 8-22-99
-------
89,000
=======
Exercisability - 100% six months after date of grant or
upon Shareholder approval, whichever
is later
FURTHER RESOLVED, That these resolutions and the stock option
agreements referred to above are intended to be a "plan" for purposes
of Rule 16b-3 under the Securities and Exchange Act of 1934; and
FURTHER RESOLVED, That the Common Stock, when issued upon the
exercise of the options granted to Mr. Oswald, shall be duly and
validly issued, fully paid and non-assessable shares of the Common
Stock of the Company; and
FURTHER RESOLVED, That the authority of the Norwest Bank
Minnesota, N.A. as transfer agent and registrar of the Company's Common
Stock is hereby enlarged to reflect the issuance of these shares and
the proper officers of the Company are hereby directed to inform the
transfer agent and registrar and to execute any instruments required in
connection therewith; and
FURTHER RESOLVED, That the officers of the Company are
authorized to do or cause to be done any and all acts and deeds and to
execute and deliver on behalf of the Company all such documents as are
deemed necessary and proper to effect the intent of these resolutions.
National Computer Systems, Inc.
By: /s/ J. W. Fenton, Jr.
Its: Secretary-Treasurer
EXHIBIT A
CHARLES W. OSWALD RETIREMENT PACKAGE
QUESTIONS/ISSUES CONCLUSIONS/RECOMMENDATIONS
---------------- ---------------------------
Continue as an employee? -Until 5/31/95, when he relinquishes Chairman-
ship, at his current base salary of $390K
annually
-No bonus eligibility from 1/31/95 - 5/31/95
-Charles W. Oswald will move to new location by
12/31/94.
Supplemental Retirement
Benefit? No
Consulting Contract? No
Vest LTIP? Yes
Options? -Charles Oswald will exercise 5/24/90 Option Grant
-Replace 5/23/91, 5/21/92, 5/20/93 ISO grants with
non-qualified options at the same price, vesting,
and net 5-year term remaining.
-Grant an additional 50,000 non-qualified shares
today with 5-year term (8/99).
On-Going Cash Compensation? None beyond 5/31/95.
Maintain Healthcare? Yes, for three years beyond 5/31/95(to 5/31/98)
pay Charles W.Oswald's premium costs for Medicare
and Medicare supplemental coverage to provide
total coverage comparable to NCS' group plan.
Office and Secretary? Yes, for 5 years reimburse up to $65,000 annually
for actual office and secretarial costs incurred.
[Enlarge/Download Table]
EXHIBIT B
Projected Stock Option Valuation
For Charles Oswald
August 1994
Qualified Incentive Non-Qualified Stock Projected Net Gain Value
Stock Options Granted Option Grant (Based on Stock Prices below)
----------------------- -------------- -----------------------------
Salary Date Price Shares Shares Price $20 $25 $30
________ ____ _____ ______ ______ _____ _____ _____ _____
$295,000 5-24-90 $ 9.08 12500 --- --- --- --- ---
$325,000 5-23-91 $ 15.68 15000 15000 $ 15.68 $ 64800 $139800 $ 214800
$375,000 5-21-92 $ 16.50 12000 12000 $ 16.50 $ 42000 $102000 $ 162000
$390,000 5-20-93 $ 17.60 12000 12000 $ 17.60 $ 28800 $ 88800 $ 148800
$390,000 8-22-94 --- --- 50000 $ 13.00 $350000 $600000 $ 850000
------- ------- --------
Total Net $485600 $930000 $1375600
======= ======= ========
*Assumptions:
-Replace existing ISO grants (except 5/24/90) with Non-
Qualified grants with remaining years of 5-year term
-Same grant prices
-Actual remaining years of total 5-year term
| EX-10.3 | Last “Page” of 4 | TOC | 1st | Previous | Next | ↓Bottom | Just 4th |
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NATIONAL COMPUTER SYSTEMS, INC.
Stock Option Agreement
Date of Grant: August 22, 1994
Charles W. Oswald
(50,000 shares @ $13.13 expiring 08/22/99)
Dear Charley:
In recognition of the valuable services which you have rendered to National
Computer Systems, Inc. (the "Company") and to induce you to continue to
effectively serve the Company, the Company has, conditioned upon execution of
this Agreement, granted to you a non-revocable option to acquire 50,000 shares
("Option Shares") of the Company's common stock at an option price of $13.13 per
share. The Incentive Stock Option outstanding for a similar number of shares,
option price and expiration date is hereby forfeited. Your option is subject to
Shareholder approval and the terms outlined below.
In order for the Company to maintain its growth and vitality by preventing its
sensitive product and business information from being misused, and in
consideration of its grant, your acceptance of this option includes the
following undertakings as a condition to its grant:
Confidential Information: You agree not to utilize or divulge to others
any information concerning the Company or its business which you have
been told or reasonably know to be information: (i) not generally known
or readily ascertainable by others; (ii) providing a competitive
advantage to NCS; (iii) acquired by NCS at its expense; and (iv)
maintained by NCS in confidence.
Competitive Employment: You agree not to, while you are a director of
the Company or for a period of one (1) year thereafter, be employed by,
be a director of, or work for a direct competitor of the Company, or
yourself compete directly with the Company.
GENERAL TERMS:
1. This option shall be for the period beginning on date of grant and
ending on August 22, 1999 ("Option Period"). Commencing six (6) months
after the date of grant or upon Shareholder approval, whichever is
later, this option may be exercised in part or full for the total
number of Option Shares, except as provided in paragraphs 3 and 4
below. No Option Shares may be purchased following termination of the
Option Period.
2. The Option Shares shall be the Company's common stock, par value $.03
per share ("Common Stock"), and shall be subject to adjustment if the
outstanding shares of the Common Stock are changed in number (such as a
stock split) or are substituted for a different number or kind of
securities of the Company. In such case, a corresponding adjustment
shall be made in your number of unexercised Option Shares but with a
corresponding adjustment in the price for each unexercised Option
Share. If the outstanding Common Stock of the Company should be
exchanged for other securities of the Company or of another corporation
which is a party to a reorganization, consolidation, or merger with a
company, the unexercised portion of this option shall apply to the
substitute securities.
3. If, prior to the end of the Option Period, you cease to be a director
of the Company by reason of your gross and wilfull misconduct during
the course of your service as a director of the Company, including but
not limited to wrongful appropriation of funds of the Company, or the
commission of a gross misdemeanor or felony, any non-exercised option
right will be terminated as of the date of the misconduct.
4. If you should die during the Option Period, your personal
representatives, administrators or, if applicable, any person or
persons to whom the option is transferred by will or the applicable
laws of descent and distribution shall have twelve (12) months from the
date of your death, but in no event beyond the last day of the Option
Period, to exercise any non-exercised option right that had accrued up
through your date of death according to paragraph 1.
5. Any Option Shares purchased by you shall be subject to the following
restrictions, and the certificates for any Option Shares purchased by
you shall be impressed with a legend making such reference thereto as
shall be necessary or appropriate in the opinion of counsel for the
Company:
"The securities represented by this certificate have not been
registered under the Federal Securities Act of 1933, as
amended, or applicable state securities laws and may not be
sold, transferred, assigned, pledged, offered, or otherwise
disposed of in the absence of an effective registration
statement under applicable securities laws or an opinion from
counsel acceptable to the company stating that such
registration is not required."
6. This option shall be exercised by delivering to the Company the
following:
A. A notice of your intention to exercise your option.Such notice
shall state:
1. The number of shares in respect of which the option
is to be exercised.
2. The price to be paid, including an agreement and
understanding on your part to pay in addition to the
purchase price of the Option Shares a sum equal to
the amount of any Federal and State tax due in
respect to said purchase as computed by the Treasurer
of the Company and an acknowledgment that with
respect to any income tax liability created by the
contemplated purchase, you will indemnify the Company
at all times.
B. Payment of an amount equal to the total purchase price of the
Option Shares either (i) in cash, including check, or (ii) by
delivering Common Stock already owned by you having a fair
market value on the date of exercise equal to the full
purchase price of the Option Shares, or (iii) by any
combination of cash and the method specified in (ii).
C. Payment of an amount sufficient to pay any issue or transfer
taxes which may be applicable plus an amount equal to the
withholding tax liability allocable to the Option Shares being
purchased, all as determined by the Treasurer of the Company.
D. A letter containing representations, in form and content
acceptable to counsel for the Company, reflecting your
understanding of and access to Company finances and business
records, your appreciation of the risks inherent in the
investment, your acknowledgment that the sale is being made in
reliance upon certain exemptive provisions available under the
Securities Act of 1933, your acknowledgment that the purchase
is not being made to share participation with others, or to
participate in any distribution of the shares, and your
acknowledgment that the certificate for such shares may be
impressed with an appropriate legend restricting
transferability, making such reference to this option and to
the rights of the Company hereunder as may be necessary, and
agreeing that "Stop-Transfer" procedures may be effected with
the Transfer Agent of the Company's Common Stock.
On receipt of the foregoing, the Transfer Agent will be
instructed to prepare and deliver certificates for the shares
impressed with such legend.
7. The Company reserves a right to withhold the issuance of any
certificates for Option Shares until, in the opinion of counsel for the
Company, any applicable registration requirements and any other
requirements of law shall have been duly complied with.
8. You have no rights as a stockholder with respect to any Option Shares
until the date of issuance of a stock certificate to you for such
shares.
9. Each member of the Board of Directors of the Company and each officer
and employee of the Company shall be fully justified in relying or
acting upon any information furnished in connection with the
administration of this option, by you, and none of such persons shall
be liable for any determination made or any action taken hereunder, nor
for any failure to act, if done or omitted in good faith.
10. The proceeds received by the Company from the sale of Option Shares to
you hereunder will be used for general corporate purposes.
11. The grant of this option shall not impose any obligation on you to
exercise the option at any time.
12. Nothing contained herein shall be deemed or construed to confer on you
any right to continue as a director of the Company or affect in any way
any legal rights with respect to termination of such directorship or
removal of you as a director.
13. This Option Agreement is not assignable by you except as is provided in
paragraph 4. The option right may only be exercised by you and you
hereby agree that any controversy concerning interpretation of the
option right shall be resolved solely by the Company's Executive
Committee, and their determination shall be binding.
If the above terms of this Agreement are acceptable to you, please signify your
agreement by executing one copy of this Agreement and returning it to the
Company.
Very truly yours,
NATIONAL COMPUTER SYSTEMS, INC.
By: /S/J. W. FENTON, JR.
---------------------------------
J. W. Fenton, Jr.
Secretary/Treasurer
The foregoing Agreement is acceptable to, and is hereby accepted by, me.
/S/ CHARLES W. OSWALD
------------------------------
Dates Referenced Herein
| Referenced-On Page |
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| This ‘10-K’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| | 8/22/99 | | 4 | | | | | None on these Dates |
| Filed on: | | 4/27/95 |
| For Period End: | | 1/31/95 |
| | 8/22/94 | | 1 | | 4 |
| List all Filings |
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