Tender-Offer Solicitation/Recommendation Statement — Schedule 14D-9
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 14D9 Moorco International Inc. 23 120K
2: EX-99.1 Form of Change-Of-Control Agreement 36 67K
11: EX-99.10 Complaint in Fmc V. Moorco International Inc. 19 42K
12: EX-99.11 Amended Complaint in Fmc V. Moorco International 7 18K
13: EX-99.12 Complaint in Ballan V. Wellin 11 25K
14: EX-99.13 Complaint in Grossman V. Wellin 16 34K
15: EX-99.15 Opinion of Salomon Brothers Inc 2 13K
3: EX-99.2 Form of Change-Of-Control Agreement 33 63K
4: EX-99.3 1995 Incentive Bonus Plan 7 16K
5: EX-99.4 Supplemental Executive Retirement Plan 18 58K
6: EX-99.5 Benefit Restoration Plan 12 33K
7: EX-99.6 Letter to Moorco Stockholders 1 10K
8: EX-99.7 Press Release 1 8K
9: EX-99.8 Complaint in Moorco International Inc. V. Fmc 12 35K
10: EX-99.9 Order of the Texas Court 2 10K
EX-99.3 — 1995 Incentive Bonus Plan
| EX-99.3 | 1st Page of 7 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
EXHIBIT 3
MOORCO INTERNATIONAL INC.
1995 INCENTIVE BONUS PROGRAM
WHEREAS, the Board of Directors (the "Board") of Moorco
International Inc. (the "Company") has determined that the Company should
explore certain possible extraordinary transactions, and
WHEREAS, the Board believes that it is in the best interests of
the Company and its stockholders that senior management of the Company remain in
the Company's employ during the period in which the Board is exploring such
transactions and be provided with additional incentive to develop the most
desirable alternatives for the Company and its stockholders,
THEREFORE, the Board has adopted the Moorco International Inc.
1995 Incentive Bonus Program (the "Program") effective as of May 1, 1995, upon
the following terms:
Section 1. Eligibility. The participants in this Program (the
"Participants") are set forth on Schedule A hereto. Pursuant to the Program,
Participants shall be entitled to receive cash awards ("Bonuses") upon the
occurrence of specified events.
Section 2. Amount Available. The total amount distributable
under the Program shall be up to $4 million in cash (the "Bonus Pool"), which
shall be distributed to
1995 Incentive Bonus Program
Page 2
Participants as Bonuses in accordance with Section 3 hereof. The portion of the
Bonus Pool which is allocated for possible payment under the Program to a
Participant who forfeits his right to a Bonus pursuant to Section 3(b) shall be
distributed under the Program, whether to the other Participants or to others,
only if specifically authorized by the Board. If the Board does not authorize
the distribution of amounts which had been allocated to such a Participant, the
amount of the Bonus Pool shall be correspondingly reduced.
Section 3. Bonuses. (a) The Bonuses shall be paid to
Participants, subject to subsection (b) below, upon an acquisition by any
person, entity or group (including the Company) of more than fifty percent of
the Company's Common Stock, par value $0.01 per share (the "Company Common
Stock"), the consummation of a merger, consolidation or reorganization involving
the Company, a sale of all or substantially all of the Company's assets or a
recapitalization of the Company (in each case, an "Extraordinary Transaction,"
which shall also include any other transaction or series of transactions which
the Board determines for purposes of this Program is an "Extraordinary
Transaction"). Each Participant shall receive the percentage of the Bonus Pool
that is set forth opposite his name on Schedule A hereto. The amount of the
Bonus Pool shall be determined as follows, based upon the Transaction Price (as
defined in Section 3(c) below):
1995 Incentive Bonus Program
Page 3
[Download Table]
Transaction Price Bonus
(per share) Pool
----------------- -----
$20 . . . . . . . . . . . $0.50 million
21 . . . . . . . . . . . 0.75 million
22 . . . . . . . . . . . 1.00 million
23 . . . . . . . . . . . 1.50 million
24 . . . . . . . . . . . 2.00 million
25 . . . . . . . . . . . 2.50 million
26 . . . . . . . . . . . 3.00 million
27 . . . . . . . . . . . 3.50 million
28 . . . . . . . . . . . 3.75 million
29 or greater . . . . . 4.00 million
For an Extraordinary Transaction in which the Transaction Price is between two
values shown in the above schedule, the amount in the Bonus Pool shall be
determined by interpolation between the Bonus Pool amounts corresponding to the
two nearest Transaction Prices specified in the above schedule.
(b) A Participant whose employment terminates for any reason
before the occurrence of an Extraordinary Transaction, other than a termination
by the Company at the request of a person seeking to consummate an Extraordinary
Transaction, shall forfeit the right to receive any Bonus pursuant to the
Program, unless otherwise determined by the Board.
1995 Incentive Bonus Program
Page 4
(c) As used in the Program, "Transaction Price" means the
highest amount per share of Company Common Stock received by any stockholder of
the Company in the Extraordinary Transaction. In the event that the
consideration received in an Extraordinary Transaction is paid in whole or in
part in the form of securities, the value of such securities received per share
of Company Common Stock, for purposes of calculating the Transaction Price,
shall be the fair market value thereof on the day prior to the consummation of
such Extraordinary Transaction, as determined in their sole discretion by those
individuals who constitute the Compensation Committee of the Board immediately
before the Extraordinary Transaction (the "Compensation Committee Members");
provided, however, that if such securities consist of securities with an
existing public trading market, the value thereof shall be determined by the
average of the last sales prices for such securities on each of the three
trading days which immediately precede the date of consummation of the
Extraordinary Transaction. The value of any other noncash consideration received
by stockholders of the Company in connection with an Extraordinary Transaction
shall be the fair market value thereof per share of Company Common Stock as
determined in their sole discretion by the Compensation Committee Members. If
any payments arising from the Extraordinary Transaction are contingent at the
time the Bonuses are initially paid and are made thereafter, such payments shall
1995 Incentive Bonus Program
Page 5
be valued in accordance with this subsection (c) and the amount thereof added to
the Transaction Price as previously calculated. In such event, the Bonus Pool
shall be correspondingly increased, and the resulting increases in the Bonuses
shall be paid when and as such formerly contingent payments are made. Any
valuation of any such formerly contingent payment which is required shall be
made by the Compensation Committee Members or as many thereof as are available
or if none of the Compensation Committee Members are available, any such
valuation which is required shall be made by Salomon Brothers Inc or any
successor thereto.
Section 4. Miscellaneous. (a) Nothing in the adoption of this
Program shall confer on any Participant the right to continued employment with
the Company or any of its affiliates, or affect in any way the right of the
Company or any of its affiliates to terminate the employment or change the
responsibilities of any Participant at any time.
(b) All amounts payable hereunder shall be subject to
applicable federal, state and local tax withholding.
(c) Questions of construction and interpretation of the Program
shall be conclusively determined by the Board or any duly authorized committee
thereof prior to the date of consummation of the Extraordinary Transaction and
by the
1995 Incentive Bonus Program
Page 6
Compensation Committee Members after the date of consummation of the
Extraordinary Transaction.
(d) The Program may not be terminated or amended from and after
an Extraordinary Transaction so as to adversely affect the rights of
Participants. For purposes of this subsection (d), any amendment or termination
of this Program made in anticipation of an Extraordinary Transaction or at the
request of a party intending to consummate an Extraordinary Transaction shall be
deemed to have occurred after the occurrence of an Extraordinary Transaction.
(e) This Program shall terminate by its terms on the earlier of
May 1, 1996 and the date on which all Bonuses shall have been paid in full,
unless extended by the Board, provided, however, that such termination shall not
affect any Bonuses payable as a result of the occurrence of an Extraordinary
Transaction consummated before such termination (including without limitation
with respect to any contingent payments received relating to such an
Extraordinary Transaction which are paid after the date of such termination).
SCHEDULE A
PARTICIPANTS
M. L. Tiner: 50 percent
J. J. Nelson: 30 percent
R. T. Levis: 20 percent
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘SC 14D9’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 5/1/96 | | 6 | | | | | None on these Dates |
| Filed on: | | 5/19/95 |
| | 5/1/95 | | 1 |
| List all Filings |
↑Top
Filing Submission 0000950123-95-001502 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Sun., May 5, 1:59:31.1am ET 