Tender-Offer Solicitation/Recommendation Statement — Schedule 14D-9
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 14D9 Sched 14D-9 24 93K
2: EX-1 Exh-1 19 73K
3: EX-2 Exh-2 1 6K
4: EX-3 Exh-3 51 116K
5: EX-4 Exh-4 17 65K
6: EX-5 Exh-5 17 66K
7: EX-6 Exh-6 17 65K
8: EX-7 Exh-7 16 61K
9: EX-8 Exh-8 7 26K
10: EX-9 Exh-9 6 19K
11: EX-10 Exh-10 Ltr to Shareholders 1 7K
12: EX-11 Exh-11 Press Release 1 7K
EXHIBIT 1
COMPENSATION OF DIRECTORS
Directors of the Corporation who are employees serve
without additional compensation. Directors of the Corporation
who are not employees of the Corporation each receive an annual
retainer fee of $19,000. These Directors also receive $700 for
each meeting of the Board of Directors or a Committee thereof
attended. The Chairman of the Board of Directors receives an
additional retainer of $100,000 per year to serve in that
capacity.
In addition to his annual retainer and meeting fees,
Mr. Deininger also performed consulting services for the
Corporation in 1994 earning $2,775.
Directors who are not employees may elect to become
participants in the Deferred Compensation Plan in order to defer
all or a portion of their fees. Deferred fees otherwise payable
are credited to a participant's Deferred Fee Account bearing an
annual interest rate. Upon termination of their services,
payment from the Deferred Fee Account will be paid to the former
Directors in installments.
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation paid or
to be paid for the fiscal year 1994 to the Chief Executive
Officer and to the four most highly compensated Executive
Officers of the Corporation. A more detailed explanation follows
the table.
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Long-Term Compensation
Awards
----------------------
Securities
Under- All
lying Other
Name and Principal Options/ Compen-
Position Year Salary(1) Bonus SARs(#) sation(2)
--------------------- ---- --------- ------- ----------------------- ----------
Raymond E. Micheletti 1994 $308,851 $53,550 0 $8,860
President and Chief 1993 299,224 91,125 15,485
Executive Officer 1992 250,557 107,800 16,078
Lawrence G. Wolski 1994 $245,393 $61,000 8,167 $8,860
Executive Vice 1993 237,548 73,552 15,485
President, Chief 1992 233,001 82,854 16,078
Financial Officer
George W. Diehl 1994 $148,246 $18,948 3,271 $10,398
Vice President 1993 138,371 15,989 10,284
1992 122,792 26,148 10,901
Wayne M. Koprowski 1994 $155,651 $18,574 3,388 $8,860
Vice President, General 1993 148,610 32,400 10,716
Counsel & Secretary 1992 145,157 40,625 13,845
Steven L. Thunander 1994 165,358 $667 3,529 $5,814
Vice President 1993 164,882 25,000 5,839
1992 163,800 28,529 7,997
Mr. Micheletti retired on December 31, 1994. Upon his
retirement, Mr. Micheletti will receive an annual sum in the
amount of $20,500 per year as part of a non-qualified, unfunded
supplemental retirement payment. He will receive this amount
until the year 2004. The final payment of $13,146 will be made
in 2005. In the event of his prior death, Mr. Micheletti's
spouse will continue to receive the payments until 2005 or until
her death at which time the payments will cease.
______________________________
1) Salary includes base compensation and contributions
made under the Joslyn Corporation Retirement Parity Compensation
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Plan ("Parity Plan"). Certain Executive Officers of Joslyn
Corporation are participants in the Parity Plan. The Parity Plan
provides annual payments to eligible employees who may elect to
deposit their payments in an individual trust. Each trust
provides for distribution upon: (1) retirement after attaining
age 60, (2) disability or death, (3) attaining age 65, or (4)
termination of employment prior to age 60. The 1994 Parity Plan
amount for eligible individuals listed in the Summary
Compensation Table were: Mr. Micheletti $38,251; Mr. Wolski
$30,793; Mr. Diehl $12,646; Mr. Koprowski $15,051; and Mr.
Thunander $14,758.
2) "All Other Compensation" is comprised of
contributions on behalf of the Executive Officers to the
Corporation's Profit Sharing Plan, a defined plan, except that it
also includes a $1,000 director fee for Messrs. Diehl and
Thunander for being subsidiary company board members.
STOCK OPTIONS/SAR GRANTS IN 1994
The following tables show, as to the Chief Executive
Officer and the four most highly compensated Executive Officers
of the Corporation, information with respect to grants of non-
qualified stock options and stock exercises for the period
January 1, 1994 to December 31, 1994.
NON-QUALIFIED OPTION GRANTS AWARDED DECEMBER 30, 1994
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Securities % of Total Potential Realizable Value at
Underlying Granted to Assumed Annual Rates of Stock Price
Options Employees Base Price Expiration Appreciation for Option Term
Name Granted(1) in 1994 ($/share)(2) Date at 0% at 5% at 10%
---------------------- ----------- ---------- ------------ ---------- ------- ------ ---------
Raymond E. Micheletti* 0 0 0 - 0 $0 0
Lawrence G. Wolski 8,167 12.4% $25.50 6/26/05 0 139,453 $358,940
George W. Diehl 3,271 4.9% $25.50 6/26/05 0 55,852 143,760
Wayne M. Koprowski 3,388 5.1% $25.50 6/26/05 0 57,850 148,903
Steven L. Thunander 3,529 5.3% $25.50 6/26/05 0 60,258 155,100
* Mr. Micheletti retired in December 1994.
______________________________
(1) All options were granted on December 30, 1994, and first
become exercisable on June 26, 1995.
(2) The Base Price equals the average of the last reported
high and low transactions of Common Shares on the NASDAQ National
Market System on the date of the grant of options.
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AGGREGATED OPTION/SAR EXERCISES IN 1994 AND FISCAL YEAR-END
OPTION/SAR VALUES
This table provides the number of shares acquired by
stock option exercise during 1994. The value realized is the
difference between the market price on the date of exercise and
the base price multiplied by the number of shares exercised. The
table also provides the year-end value of all stock options and
Stock Appreciation Rights ("SARs") granted to but not yet
exercised by each executive. The value represents the difference
of the market price on December 30, 1994 and the base price
multiplied by the number of outstanding options. This value may
go up or down as the stock price fluctuates and is not realized
until exercised.
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Securities Value
Underlying of Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
1994 Fiscal Year-end: 1994 Fiscal Year-end:
Shares Acquired Exercisable/ Exercisable/
Name on Exercise Value Realized Unexercisable Unexercisable
--------------------- --------------- -------------- --------------------- -----------------------
Raymond E. Micheletti 0 0 19,273/0 $31,762/0
Lawrence G. Wolski 0 0 28,717/8,167 114,240/0
George W. Diehl 2,712 $23,585 14,037/3,271 46,970/0
Wayne M. Koprowski 1,778 16,891 16,660/3,388 58,962/0
Steven L. Thunander 1,946 12,649 20,046/3,529 86,698/0
DEFINED BENEFIT PENSION PLAN
Salaried employees participated in the Employees'
Supplemental Retirement Plan of Joslyn Corporation ("Pension
Plan") until December 31, 1988 when the Pension Plan was frozen.
Therefore, no additional benefit accruals for either additional
employment service or compensation increases will be incurred.
The estimated annual benefits payable upon retirement at age 65
for each of the individuals named in the Summary Compensation
Table are as follows: Mr. Micheletti $40,158; Mr. Wolski $76,068;
Mr. Diehl $19,937; Mr. Koprowski $13,687; and Mr. Thunander
$34,976.
EMPLOYMENT AGREEMENTS
The Corporation has entered into an employment
agreement with Mr. Lawrence G. Wolski (Acting Chief Executive
Officer, Executive Vice President, and a Director). The
agreement provides for an annual salary to be paid to the
employee at least equal to that being received at the date of the
agreement.
The agreement expires on December 31, 1997. This
agreement may be earlier terminated by Joslyn upon 180 days
written notice. Mr. Wolski is entitled to receive salary at the
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rate in effect at the date of notice for a period of 18 months
following termination of employment conditioned upon his
rendition of consulting services to Joslyn for the remaining term
of his Agreement. However, Joslyn may terminate the agreement
within such period if the employee accepts other employment prior
to the expiration of the period, and Joslyn reasonably determines
the new employment to be in conflict or competition with Joslyn.
Upon the death of Mr. Wolski, his legal representative is
entitled to receive his salary payable to the end of the month
following the month in which death occurs, plus incentive
compensation for the fiscal year extended to the last day of the
month following date of death, plus an amount equal to the
monthly base salary in effect at the time of death multiplied by
three.
Mr. Wolski has also entered into a separate severance
agreement (the "Severance Agreement") under which Mr. Wolski will
be entitled to receive a single cash payment equal to 2.5 times
the sum of (a) his highest annual base salary in effect during
the prior 12-month period, (b) his Plan Accomplishment level
bonus under the Executive Management Incentive Plan for the full
year, (c) his Parity Plan payment for the full year, and (d) his
maximum Profit Sharing Plan contribution for the full year, if
Mr. Wolski's employment with the Corporation is terminated or he
resigns for "good reason" following a "change in control" of the
Corporation. The Corporation is also obligated to maintain
medical, dental and lift insurance for a period of 2.5 years
following his termination. Any payments made and benefits
provided to Mr. Wolski under the Severance Agreement will be in
lieu of those payments and benefits to which Mr. Wolski would
otherwise be entitled under his employment agreement.
For purposes of the Severance Agreement, a "change in
control" will be deemed to have occurred if any of the following
events occurs:
(i) any individual, entity, or group, including any
"person" (as defined in Section 13(d)(3) or (14(d)(2) of the
Securities Exchange Act of 1934, as amended (Exchange Act)
acquires beneficial ownership of 25% or more of the outstanding
common stock or of the combined voting power of the then
outstanding securities of the Corporation entitled to vote
generally in the election of directors (the "Voting Securities");
(ii) individuals who were directors of the Corporation
as of the effective date of the Severance Agreement shall cease
to constitute a majority of such Board of the Corporation;
(iii) the shareholders shall approve a reorganization,
merger or consolidation of the Company, unless, following such
reorganization, merger or consolidation, (A) at least 60% of the
common stock and 60% of the Voting Securities are owned by all or
substantially all of the same persons who were beneficial owners
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of such securities immediately prior to such reorganization,
consolidation or merger, in substantially the same proportions
relative to one another, (B) no person beneficially owns 25% or
more of the common stock or voting securities of the surviving
corporation, other than specified entities controlled by the
Company or a person who had beneficial ownership of 25% or more
of the common stock or the Voting Securities immediately prior to
the reorganization, consolidation or merger, and (C) at least a
majority of the members of the board of directors of the
surviving corporation were members of the Incumbent Board; or
(iv) the Shareholders approve a plan of complete
liquidation or dissolution of the Corporation or the sale or
disposition of all or substantially all of the assets of the
Corporation to another corporation other than a corporation which
meets the following requirements: (A) more than 60% of the
common stock and 60% of the voting securities of the corporation
are owned by all or substantially all of the same persons who
were beneficial owners of the common stock and the Voting
Securities immediately prior to such sale or disposition, in
substantially the same proportions relative to one another, (B)
no person beneficially owns 25% or more of the common stock or
voting securities of the corporation, other than specified
entities controlled by the Company or a person who had beneficial
ownership of 25% or more of the common stock or the Voting
Securities immediately prior to such sale or disposition, and (C)
at least a majority of the members of the board of directors of
the corporation were members of the Incumbent Board.
Mr. Wolski will be deemed to have had "good reason" to
terminate his employment with the Corporation following a change
of control if, among other things, without his written consent,
he is assigned to duties inconsistent with his duties or
responsibilities with the Corporation immediately prior to the
change of control, his salary or benefits are reduced, he is
reassigned to any location more than 50 miles from the facility
where he is located at the time of the change of control or,
following a merger or consolidation in which the corporation is
not the surviving corporation or the transfer of all or
substantially all of the assets of the Corporation to another
corporation, the corporation fails to obtain from such
corporation an agreement to assume all of the Corporation's
obligations under the Severance Agreement.
In addition to Mr. Wolski, Mr. Koprowski and Mr. George
Diehl, Vice President, each have severance agreements with the
Corporation. The provisions of those agreements are identical to
the provisions of Mr. Wolski's Severance Agreement except that
each of these officers will be entitled to receive a single cash
payment equal to the sum of 2 (rather than 2.5) times the sum of
their base salary, Plan Accomplishment under the Executive
Management Incentive Plan, Parity Plan payment for the full year
and maximum Profit Sharing Plan contribution for the full year.
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Mr. Thunander and Mr. Daniel Dumont, Vice President and
President of Joslyn Canada, Inc., are eligible under the
Corporation's Severance Policy for Corporate Managers to receive
one year's annual base salary and benefit continuation for one
year upon termination following a change in control.
The Corporation has the right to terminate any of the
severance agreements and the severance policy prior to a change
in control upon 120 days notice.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE
COMPENSATION
The Compensation Committee of the Board of Directors is
responsible for reviewing and recommending to the Board
compensation for the Executive Officers of the Corporation,
including the Chief Executive Officer and the four most highly
compensated Executive Officers. The Committee reviews base
salaries and corporate and individual bonus goals of the Chief
Executive Officer and of the Executive Officers as recommended by
the Chief Executive Officer. The Committee also approves all
grants of stock options under the Corporation's Stock Option
Plan. All Committee members are non-employee, outside directors
of the Corporation.
COMPENSATION PHILOSOPHY
The Corporation seeks to link Executive Officer
compensation to profitability resulting in enhanced shareholder
value. The compensation philosophy has the following objectives:
- to attract and retain quality management
- to encourage and reward performance on an individual,
business unit and corporate basis
- to reward both short term and long term performance
- to tie executive compensation to long term growth of
shareholder value
The Corporation's executive compensation program is
comprised of a base salary, an annual incentive bonus program and
a long term incentive compensation plan in the form of stock
options. In addition, Executive Officers are eligible to
participate in various benefit plans, including medical insurance
coverage and profit sharing, which are available to all
employees. While the Compensation Committee is aware of the
deductibility limitation for compensation paid to Executive
Officers, current compensation levels are not expected to
approach the one million dollar limitation.
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BASE SALARY
Base salaries for Executive Officers are determined in
consideration of each Executive Officer's position,
responsibilities, experience and performance. In setting
compensation, the Committee takes into account the national
marketplace for a group of companies consisting of electrical and
electronics manufacturing companies of similar size (annual sales
between $100 and $600 million) in the Corporation's labor market
("Labor Market Group"). The Committee decided against using the
companies in the industry peer group as reflected in the
Performance Graph because the Committee believes that the
comparatively large size of many of the peer group companies
distorts compensation levels for similar positions. Each
Executive Officer's base salary range is initially set at the
median for similar positions within the Labor Market Group.
The Committee annually reviews and may adjust
individual salaries of all Executive Officers including the Chief
Executive Officer and the four highest compensated Executive
Officers taking into account compensation guidelines (utilizing
executive compensation surveys, outside compensation specialists,
or both), business performance and individual performance.
Business performance is evaluated in reference to actual
corporate earnings results compared to an annual business plan
submitted by Management and approved by the Board of Directors.
The factors impacting base salary are not independently assigned
specific weights. Rather, the Committee reviews all the factors
and makes salary recommendations which reflect the Committee's
analysis of the aggregate impact of these factors.
Mr. Micheletti's 1994 base salary was $270,000 which
was the same base salary that he earned in 1993. The
Compensation Committee retained the services of a compensation
consultant in 1994 to advise it in setting compensation levels
for the Chief Executive Officer and each of the Executive
Officers. The study indicated that Mr. Micheletti's base salary
was about 20% below the median for chief executive officers in
the Labor Market Group. However, in light of Mr. Micheletti's
announced retirement, the Committee decided not to adjust his
base salary for 1994.
ANNUAL INCENTIVE BONUS PROGRAM
In addition to base salary, each Executive Officer is
eligible for an annual incentive cash bonus award under the
Executive Management Incentive Plan. The Compensation Committee
believes that the plan provides an additional short term
incentive to those executives who have a greater potential impact
on business performance by having a larger portion of their total
compensation in variable bonus opportunities. Annual cash
bonuses are paid based on formulas which take into consideration
attainment of corporate and business unit earnings goals and
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individual goals designed to improve the Corporation's overall
performance. Individual performance goals are tailored to each
Executive Officer's position and vary from person to person. For
Executive Officers, excluding the Chief Executive Officer,
potential bonus payments range from 0% to a maximum of 60% of
base salary depending on the Executive Officer's position with
generally half of the bonus potential based upon corporate or
business unit earnings performance and the other half based upon
individual performance. However, since actual payouts are
dependent on achieving pre-determined performance goals, failure
to attain those goals could result in no bonus. Despite non-
operating charges taken in 1994, the Corporation did achieve a
level of operating income resulting in minimal bonus awards for
the Chief Executive Officer and the Executive Officers.
For 1994, Mr. Micheletti's potential bonus ranged from
0% to 70% of base salary with a target payment of 35% of base
salary. Fifty percent (50%) of his annual potential bonus was
based upon the attainment of targeted net income goals for the
1994 plan year, with the remaining 20% bonus based upon the
achievement of individual goals. For 1994, Mr. Micheletti was
awarded a bonus of $53,550, which is 19.8% of base salary.
LONG TERM INCENTIVE COMPENSATION PLAN (STOCK OPTION PLAN)
The Compensation Committee believes that by providing
key employees, including the Chief Executive Officer and the four
highest compensated Executive Officers, who have substantial
responsibility over the management and growth of the Corporation,
with an opportunity to increase their ownership of the
Corporation's stock, the interest of the shareholders and key
employees, including Executive Officers, will be more closely
aligned. The Stock Option Plan meets this objective by
permitting the Corporation through the Compensation Committee to
make annual grants of non-qualified stock options to key
employees, including the Chief Executive Officer and the four
highest paid Executive Officers. Stock options are granted with
an exercise price equal to the fair market value of the
Corporation's common stock on the date of grant and typically may
be exercised over a period of five or ten years. This approach
is intended to motivate the key employees to contribute to the
creation and growth of shareholder value over the long term.
Value to the optionee is dependent upon an increase in the stock
price above the exercise price. The size of each person's stock
option grant is based upon a formula, originally recommended by
an outside compensation consultant, which provides a range of
possible grants utilizing a multiple of the optionee's base
salary. The formula for determining the number of stock option
grants is the base salary times a multiplier (ranging from .3 to
.85), divided by the then market price of the Corporation's
stock. The Compensation Committee also considers previous
options granted but unexercised as well as actual ownership in
the Corporation's stock in making additional grants of options.
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The compensation study referred to above indicated that stock
options grants awarded for 1994 are below the median compared to
grants awarded to optionee in the Labor Market Group.
Due to his retirement at the end of 1994, Mr.
Micheletti was not awarded option grants in 1994.
Richard C. Osborne, Chairman
John H. Deininger
Donald B. Hamister
PROPOSED NON-EMPLOYEE DIRECTOR STOCK PLAN
On February 8, 1995, the Board of Directors adopted,
subject to approval by the Corporation's Shareholders, the Non-
Employee Director Stock Plan (the "Plan"). The Plan is designed
to assist the Corporation in attracting, retaining and
compensating highly qualified individuals who are not employees
of the Corporation for service as members of the Board and to
provide them with a proprietary interest in the Corporation's
common shares. The Board believes the Plan will be beneficial to
the Corporation and its Shareholders by allowing non-employee
directors to have a personal financial stake in the Corporation,
in addition to underscoring their common interest with
Shareholders in increasing the value of the Corporation's common
shares over the long term. Non-employee directors currently also
receive cash remuneration for their services as described above
under "Compensation of Directors".
DESCRIPTION OF THE PLAN
The following summary description of the Plan is
qualified in its entirety by reference to the full text of the
Plan, which is attached to this Proxy Statement as Exhibit A.
If approved by the Corporation's Shareholders, the Plan
will provide for fifty percent (50%) of each non-employee
director's annual retainer to be paid in common shares of the
Corporation. The remaining fifty percent (50%) shall be paid in
cash. In addition, the Plan will provide for automatic yearly
grants of options to purchase 1,000 common shares (subject to
adjustment as provided in the Plan) to each active non-employee
director serving on the Board at the time of the grant who is not
an employee of the Corporation or any of its subsidiaries or
affiliates. Each option grant, having a ten-year term, will
permit the holder to purchase shares at their fair market value
on the date the option was granted subject to a vesting
requirement which may be accelerated in the event of a change in
control (as defined in the Plan). Payment for shares will be in
cash to the Corporation. The Plan will expire, unless earlier
terminated, on December 31, 2004.
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Option grants under the Plan will be made on the date
of the Annual Shareholders' Meeting of each year commencing at
the 1995 Annual Shareholders' Meeting.
All options will expire ten years after the date of
grant, subject to Plan provisions relating to death, retirement
or disability. If a participating non-employee director
terminates service on the Board as the result of disability or
death, previously granted options will continue to become
exercisable as described above but must be exercised within one
year of such termination and in any event within ten years of
grant. In the event of mandatory retirement, previously granted
options will continue to become exercisable but must be exercised
within two years of such termination and in any event within ten
years of grant. If a participating non-employee director
terminates service on the Board for any reason other than
retirement, disability or death, his or her outstanding options
may be exercised only to the extent that they were exercisable at
the time of such termination and expire six months after such
termination. Each option will be non-assignable and non-
transferable other than by will or the laws of descent and
distribution.
An aggregate of 125,000 common shares will be subject
to the Plan. Common shares subject to options that terminate
unexercised will be available for future option grants.
Adjustments will be made in the number of shares subject to the
Plan, the outstanding options, and in the purchase price of
outstanding options, in the event of any change in the
Corporation's outstanding shares by reason of any stock split or
stock dividend, recapitalization, merger, consolidation,
combination or exchange of shares or other similar corporate
change.
ADMINISTRATION
The Plan will be administered by the Compensation
Committee of the Board. The Committee will be authorized to
interpret the Plan, establish and amend rules relating to the
Plan and make other determinations necessary or advisable for the
administration of the Plan, but will have no discretion with
respect to the selection of Directors to receive options, the
number of common shares subject to the Plan or to each grant, or
the purchase price for common shares subject to option. The
Committee will also have no authority to increase the Plan
benefits materially.
The Board of Directors may terminate the Plan at any
time or amend it in whole or in part, except that the provisions
specifying amounts, pricing and timing of grants may not be
amended more than once every six months, other than to comport
with specified changes in applicable law. In addition, any
amendment that increases the number of common shares subject to
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the Plan or to any option or extends the period during which
options may be granted will require approval by the Corporation's
Shareholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE
NON-EMPLOYEE DIRECTOR STOCK PLAN. PROXIES SOLICITED HEREBY WILL
BE VOTED IN FAVOR OF ADOPTION OF THE PLAN UNLESS THE SHAREHOLDER
SPECIFIES OTHERWISE.
Approval of this proposed will require the affirmative
vote of a majority of the outstanding common shares of the
Corporation, present or represented, and entitled to vote at the
Annual Meeting.
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Exhibit A
JOSLYN CORPORATION
NON-EMPLOYEE DIRECTOR STOCK PLAN
1. PURPOSES.
The Non-Employer Director Stock Plan (the "Plan") is
established to attract, retain and compensate highly qualified
individuals who are not employees of Joslyn Corporation (the
"Company") for service as members of the Board of Directors
("Non-Employee Directors") and to provide them with an ownership
interest in the Company's common shares. The Plan will be
beneficial to the Company and its Shareholders by allowing these
Non-Employee Directors to have a personal financial stake in the
Company through an ownership interest in the Company's common
shares, in addition to underscoring their common interest with
Shareholders in increasing the value of the Company's common
shares over the long term.
2. EFFECTIVE DATE.
The Plan as adopted by the Board of Directors of the
Company shall be effective as of the date it is approved by the
holders of at least a majority of the outstanding common shares
of the Company, present or represented, and entitled to vote at
the 1995 Annual Meeting of Shareholders.
3. ADMINISTRATION OF THE PLAN.
The Plan shall be administered by the Compensation
Committee of the Board of Directors (the "Committee"). Subject
to the provisions of the Plan, the Committee shall be authorized
to interpret the Plan, to establish, amend and rescind any rules
and regulations relating to the Plan, and to make all other
determinations necessary or advisable for the administration of
the Plan; PROVIDED, HOWEVER, that the Committee shall have no
discretion with respect to the eligibility or selection of Non-
Employee Directors to receive options or common shares under the
Plan, the number of common shares subject to any such options, or
the purchase thereunder, or the percentage of the annual retainer
to be paid in common shares; AND PROVIDED FURTHER, that the
Committee shall not have the authority to take any action or make
any determination that would materially increase the benefits
accruing to Non-Employee Directors under the Plan. The
Committee's interpretation of the Plan, and all actions taken and
determinations made by the Committee pursuant to the powers
vested in it hereunder, shall be conclusive and binding upon all
parties concerned including the Company, its Shareholders and
persons granted options or issued common shares under the Plan.
The Chairman of the Board and the Chief Executive Officer of the
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Company shall be authorized to implement the Plan in accordance
with its terms and to take or cause to be taken such actions of a
ministerial nature as shall be necessary to effectuate the intent
and purposes of the Plan.
4. PARTICIPATION IN THE PLAN.
All active members of the Company's Board of Directors
who are not as of the date of any option grant or common share
issuance employees of the Company or any of its subsidiaries or
affiliates shall be eligible to participate in the Plan.
Directors emeritus shall not be eligible to participate.
5. AWARDS UNDER THE PLAN.
Awards under the Plan shall consist of common shares
and non-qualified stock options ("options") to purchase common
shares.
6. TERMS, CONDITIONS AND FORM OF OPTION
(a) OPTION GRANT DATES. Options to purchase 1,000
common shares (as adjusted pursuant to Paragraph 9) shall
automatically be granted on the date of the Annual Shareholders'
Meeting of each year, commencing at the 1995 Annual Shareholders'
Meeting, to each person who is a Non-Employee Director
immediately after such meeting, or if later, on the date on which
a person is first elected or begins to serve as a Non-Employee
Director other than by reason of termination of employment. If
such person is elected or begins service as a Non-Employee
Director between the date of the Annual Shareholders' Meeting and
October 31 of that year, options to purchase 1,000 common shares
shall automatically be granted on the date of commencement of
such services. If such person is elected or begins service after
October 31 of that year but before the next Annual Shareholders'
Meeting, options to purchase 500 common shares shall
automatically be granted on the date of commencement of such
services.
(b) EXERCISE PRICE. The exercise price to be paid for
any common share for which an option is exercisable shall be 100%
of the fair market value of such common share on the date the
option is granted, which shall be the average of the high and low
price of the common shares on such date as generally reported on
the NASDAQ National Market System.
(c) EXERCISABILITY AND TERM OF OPTIONS. Each option
granted under the Plan shall become exercisable commencing on the
day before the company's next Annual Shareholders' Meeting
following the date of grant. Each option granted under the Plan
shall expire ten years from the date of grant, and shall be
subject to earlier termination as hereinafter provided.
Notwithstanding the foregoing, (1) any option granted under the
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Plan shall become exercisable as of the date of a Change of
Control in the Company (as set forth in Paragraph 10(e) hereof);
and (ii) any option granted under the Plan shall automatically
become exercisable on the date the rights ("Rights") issued
pursuant to the Rights Agreement, dated as of February 10, 1988,
between The First National Bank of Chicago and Joslyn
Manufacturing Co. (formerly "Joslyn Corporation"), and succeeded
to by the Company, become exercisable for common shares
("Distribution Date"). In the event an option is exercised
within ten days following the Distribution Date, its exercise
shall be effective as of the day before the Distribution Date
unless the optionee specifies a later effective date.
(d) TERMINATION OF DIRECTORSHIP.
1. DISABILITY. Subject to Paragraph 10(e), if
the holder of an option granted under the Plan ceases to be a
Non-Employee Director of the Company by reason of disability,
each such option held by such holder shall be exercisable only to
the extent that such option is exercisable on the effective date
of such holder's ceasing to be a Non-Employee Director and may
thereafter be exercised by such holder (or such holder's
guardian, legal representative or similar person) until the
earlier to occur of the (i) date which is one year after the
effective date of such holder's ceasing to be a Non-Employee
Director and (ii) the expiration date of the term of such option.
2. RETIREMENT. Subject to Paragraph 10(e), if
the holder of an option granted under the Plan ceases to be a
Non-Employee Director of the Company by reason of mandatory
retirement, each such option held by such holder shall be
exercisable only to the extent that such option is exercisable on
the effective date of such holder's ceasing to be a Non-Employee
Director and may thereafter be exercised by such holder (or such
holder's guardian, legal representative or similar person) until
the earlier to occur of the (i) date which is two years after the
effective date of such holder's ceasing to be a Non-Employee
Director and (ii) the expiration date of the term of such option.
3. DEATH. Subject to Paragraph 10(e), if the
holder of an option granted under the Plan ceases to be a Non-
Employee Director of the Company by reason of death, each such
option held by such holder shall be exercisable only to the
extent that such option is exercisable on the date of such
holder's death and may thereafter be exercised by such holder's
executor, administrator, legal representative, beneficiary or
similar person, as the case may be, until the earlier to occur of
the (i) date which is one year after the date of death and (ii)
the expiration date of the term of such option.
4. OTHER TERMINATION. Subject to Paragraph
10(e), if the holder of an option granted under the Plan ceases
to be a Non-Employee Director of the Company for any reason other
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than disability, mandatory retirement or death, each such option
held by such holder shall be exercisable only to the extent such
option is exercisable on the effective date of such holder's
ceasing to be a Non-Employee Director and may thereafter be
exercised by such holder (or such holder's guardian, legal
representative or similar person) until the earlier to occur of
the (i) date which is six months after the effective date of such
holder's ceasing to be a Non-Employee Director and (ii) the
expiration date of the term of such option.
(e) PAYMENT. The option price shall be paid in cash.
7. AWARD OF SHARES IN LIEU OF RETAINER FEE
(a) PERCENTAGE. Fifty percent (50%) of each Non-
Employee Director's annual retainer fee for service as a member
of the Company's Board of Directors for the ensuing year shall be
paid in common shares of the Company. Such common shares shall
be awarded on the date of the Annual Shareholders' Meeting of
each year. The number of shares to be awarded shall be equal to
fifty percent (50%) of the annual retainer fee divided by the
fair market value of a common share as determined in Paragraph
7(b) below. No fractional shares shall be issued, and the number
of shares shall be rounded down to the nearest whole share and
the remaining amount shall be paid in cash. The remaining fifty
percent (50%) of the annual retainer fee shall be paid in cash.
(b) PRICE. The common shares awarded shall be valued
at the average of the high and low price for common shares of the
Company on the NASDAQ National Market System on the date of the
award of such common shares to the Non-Employee Directors.
8. COMMON SHARES SUBJECT TO THE PLAN.
The common shares that will be available under the Plan
for issuance upon the exercise of option or the award of common
shares shall not exceed an aggregate of 125,000 common shares (as
adjusted pursuant to Paragraph 9). Any common shares subject to
an option grant which for any reason expires or is terminated
unexercised as to such common shares shall again be available for
issuance under the Plan.
9. DILUTION AND OTHER ADJUSTMENT.
In the event of any change in the outstanding common
shares of the Company by reason of any stock split, stock
dividend, recapitalization, merger, consolidation or exchange of
shares or other similar corporate change, such adjustments shall
be made in the grants under the Plan, including the exercise
price of outstanding options, as the Committee determines are
necessary or appropriate to preserve the rights of Non-Employee
Directors under the Plan, including, if necessary, any
adjustments in the maximum number of shares referred to in
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Paragraph 8 of the Plan. Such adjustments shall be conclusive
and binding for all purposes of the Plan.
10. MISCELLANEOUS PROVISIONS.
(a) RIGHTS AS SHAREHOLDER. A Non-Employee Director
shall have no rights as a holder of Company common shares with
respect to option grants hereunder, unless and until certificates
for common shares are issued to the Non-Employee Director.
(b) ASSIGNMENT OR TRANSFER. No option granted under
the Plan or any rights or interests therein shall be assignable
or transferable by a Non-Employee Director except by will or the
laws of descent and distribution. During the lifetime of a Non-
Employee Director, options granted hereunder are exercisable only
by, and payable only to, the Non-Employee Director.
(c) AGREEMENTS. All options granted under the Plan
shall be evidenced by agreements in such form and containing such
terms and conditions (not inconsistent with the Plan) as the
Committee shall adopt.
(d) COSTS AND EXPENSES. The costs and expenses of
administering the Plan shall be borne by the Company and not
charged to any option or to any Non-Employee Director receiving
an option.
(e) CHANGE IN CONTROL.
1. Notwithstanding any provision in the Plan or
any agreement, in the event of a Change in Control as
defined below in connection with which the Non-Employee
Directors as holders of common shares receive shares of
common stock that are registered under Section 12 of
the Securities and Exchange Act of 1934 ("Exchange
Act"), all outstanding options shall immediately become
exercisable in full, and there shall be substituted for
each common share available under this Plan, whether or
not then subject to an outstanding award, the number of
shares into which each outstanding common share shall
be converted pursuant to such Change in Control. In
the event of any such substitution, the purchase price
per share in the use of an option shall be
appropriately adjusted by the Committee, such
adjustments to be made in the case of outstanding
options without a change in the aggregate purchase
price.
2. Notwithstanding any provision in the Plan or
any agreement, in the event of a Change in Control in
connection with which the Non-Employee Directors as
holders of common shares receive consideration other
than shares of common stock that are registered under
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Section 12 of the Exchange Act, each outstanding award
shall be surrendered to the Company by the Non-Employee
Director as holder thereof, and each such award shall
immediately be cancelled by the Company, and the holder
shall receive, within ten days of the occurrence of a
Change in Control or within ten days of the approval of
the Shareholders of the Company, a cash payment from
the Company in an amount equal to (i) in the case of an
option, the number of common shares then subject to
such option, multiplied by the excess, if any, of the
greater of (A) the highest per share price offered to
Shareholders of the Company in any transaction whereby
the Change in Control takes place or (B) the fair
market value of a common share on the date of
occurrence of the Change in Control, over the purchase
price per common share subject to the option. The
Company may, but is not required to, cooperate with any
person who is subject to Section 16 of the Exchange Act
to assure that any cash payment in accordance with the
foregoing to such person is made in compliance with
Section 16 and the rules and regulations thereunder.
3. For purposes of the Plan, a "Change in
Control" of the Company shall occur at the earliest of:
i) The acquisition by any entity, person,
or group, of beneficial ownership as that term is
defined in Rule 13d-3 under the Exchange Act, as
amended, of more than 20% of the outstanding
capital stock of the Company entitled to vote for
the election of directors ("voting stock").
ii) The commencement by any entity, person
or group (other than the Company or a subsidiary
of the Company) of a tender offer or an exchange
offer for more than 20% of the outstanding voting
stock of the Company.
iii) The effective time of (i) a merger or
consolidation of the Company with one or more
other companies as a result of which the holders
of the outstanding voting stock of the Company
immediately prior to such merger or consolidation
hold less than 60% of the voting stock of the
surviving or resulting company, or (ii) a transfer
of substantially all of the property of the
Company other than to an entity of which the
Company owns at least 60% of the voting stock; or
iv) The election to the Board, without the
recommendation or approval of the incumbent Board,
of the lesser of (i) three directors or (ii)
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directors constituting a majority of the number of
directors of the Company then in office.
11. AMENDMENT AND TERMINATION
The Board of Directors of the Company may amend,
terminate or suspend the Plan at any time, in its sole and
absolute discretion; provided, however, to the extent required to
qualify the Plan under Rule 16b-3 promulgated under Section 16 of
the Exchange Act, no amendment shall be made more than once every
six months that would change the amount, price or timing of the
annual grants or the common shares issued in lieu of annual
retainer fee, the purchase price of options granted hereunder,
determination provisions relating to options granted hereunder,
or the category of persons eligible to receive grants of options
and awards of common shares hereunder, other than to comport with
changes in the Internal Revenue Code of 1986, as amended, or the
Employee Retirement Income Security Act of 1974 or the rules and
regulations promulgated thereunder; and provided, further, to the
extent required to qualify the Plan under Rule 16b-3, no
amendment that would (a) materially increase the number of common
shares that may be issued under the Plan, (b) materially modify
the requirements as to eligibility for participation in the Plan,
or (c) otherwise materially increase the benefits accruing to
participants under the Plan, shall be made without the approval
of the Company's Shareholders. The Plan (but not the options
previously granted under the Plan) shall in any event terminate
on, and no options shall be granted after, December 31, 2004.
12. COMPLIANCE WITH SEC REGULATIONS.
It is the Company's intent that the Plan comply in all
respects with Rule 16b-3 under the Exchange Act and any related
regulations. If any provisions of the plan are found not to be
in compliance with such Rule and regulations, the provision shall
be deemed null and void. All grants and exercises of options and
issuance of common shares under the Plan shall be executed in
accordance with the requirements of Section 16 of the Exchange
Act and regulations promulgated thereunder.
13. GOVERNING LAW.
The validity and construction of the Plan and any
agreements entered into thereunder shall be governed by the laws
of the State of Illinois.
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Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘SC 14D9’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 12/31/04 | | 10 | | 19 |
| | 12/31/97 | | 4 |
| Filed on: | | 8/4/95 |
| | 6/26/95 | | 3 |
| | 2/8/95 | | 10 |
| | 12/31/94 | | 2 | | 3 | | | 10-K |
| | 12/30/94 | | 3 | | 4 |
| | 1/1/94 | | 3 |
| List all Filings |
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