SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. ___)
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[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-12.
Hurco Companies, Inc.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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2) Aggregate number of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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[ ] Fee paid previously with preliminary materials.
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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:...............................................
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HURCO COMPANIES, INC.
ONE TECHNOLOGY WAY
P.O. BOX 68180
INDIANAPOLIS, INDIANA 46268
(317) 293-5309
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held May 23, 2000
To Our Shareholders:
The 2000 Annual Meeting of Shareholders of Hurco Companies, Inc., will be
held at the corporate headquarters of Hurco Companies,
Inc., One Technology Way, Indianapolis, Indiana, 46268 at 10:00 a.m.
(Indianapolis time) (11:00 a.m. EDT) on Tuesday, May 23, 2000,
for the following purposes:
1. To elect seven directors to serve until the next annual meeting or
until their successors are duly elected and qualified.
2. To approve or disapprove a proposed amendment to the Company's
1997 Stock Option and Incentive Plan which (i) increases from
500,000 to 750,000 the number of shares of common stock subject to
issuance under the plan, (ii) increases from 100,000 to 200,000
the number of shares of common stock which may be granted to any
individual participant pursuant to awards made under the plan, and
(iii) adds as eligible participants in the plan members of the
Company's Board of Directors who are not employees of the Company.
3. To transact such other business as may properly come before the Annual
Meeting or any adjournments thereof.
If you do not expect to attend the Annual Meeting, please mark, sign and date
the enclosed proxy and return it in the enclosed return envelope which requires
no postage if mailed in the United States.
Only shareholders of record as of the close of business on March 17, 2000, are
entitled to notice of and to vote at the Annual Meeting or any adjournments
thereof. In the event there are not sufficient votes for approval of one or more
of the above matters at the time of the Annual Meeting, the Annual Meeting may
be adjourned in order to permit further solicitation of proxies.
By order of the Board of Directors,
Roger J. Wolf, Secretary
April 6, 2000
Indianapolis, Indiana
YOUR VOTE IS IMPORTANT
Even if you plan to attend the meeting,
we urge you to mark, sign and date the
enclosed proxy and return it promptly
in the enclosed envelope.
HURCO COMPANIES, INC.
One Technology Way
P. O. Box 68180
Indianapolis, Indiana 46268
Annual Meeting of Shareholders
May 23, 2000
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PROXY STATEMENT
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SOLICITATION, VOTING AND REVOCABILITY OF PROXIES
This Proxy Statement is furnished to the holders (the "Shareholders") of common
stock of Hurco Companies, Inc. ("Hurco" or the "Company") in connection with the
solicitation of proxies by the Board of Directors for the 2000 Annual Meeting of
Shareholders to be held at 10:00 a.m. (Indianapolis time) (11:00 a.m. EDT) on
May 23, 2000 at the corporate headquarters of Hurco Companies, Inc., One
Technology Way, Indianapolis, Indiana, and at any adjournments thereof. This
Proxy Statement and the accompanying form of proxy are being mailed to the
Shareholders on or about April 6, 2000. Proxies are being solicited principally
by mail. Directors, officers and regular employees of Hurco may also solicit
proxies personally by telephone, telegraph or otherwise. All expenses incident
to the preparation and mailing to the Shareholders of the Notice, Proxy
Statement and form of Proxy will be paid by Hurco.
Shareholders of record as of the close of business on March 17, 2000, are
entitled to notice of and vote at the Annual Meeting or any adjournments
thereof. On such record date, Hurco had 5,951,859 shares of common stock
outstanding and entitled to vote. Each share will be entitled to one vote with
respect to each matter submitted to a vote. The presence in person or by proxy
of the holders of a majority of the outstanding shares entitled to vote at the
Annual Meeting is necessary to constitute a quorum for the transaction of
business.
If the enclosed form of proxy is executed and returned, it may be revoked at any
time before it is voted by giving written notice to the Secretary of the
Company. If a shareholder executes more than one proxy, the proxy having the
latest date will revoke any earlier proxies. Shareholders who attend the Annual
Meeting may revoke their proxies and vote in person.
A proxy, if returned properly executed and not subsequently revoked, will be
voted in accordance with the instructions of the shareholder in the proxy. If no
instructions are given, the proxy will be voted for the election of the Board of
Directors' nominees named in this Proxy Statement. Directors will be elected by
a plurality of the votes cast. A proxy may indicate that all or a portion of the
shares represented by such proxy are not being voted with respect to a specific
proposal. This could occur, for example, when a broker is not permitted to vote
shares held in street name on certain proposals in the absence of instructions
from the beneficial owners. Shares that are not voted with respect to a specific
proposal will be considered present for purposes of determining a quorum and
voting on other proposals. Abstentions on a specific proposal will be considered
as present, but not as voting in favor of such proposal. Neither the non-voting
of shares nor abstentions will affect the matters to be voted on at the Annual
Meeting.
ELECTION OF DIRECTORS
The Board of Directors has nominated seven persons for election as directors.
Except for Mr. Robert W. Cruickshank and Mr. Michael Doar, all nominees
are currently directors. Each director will serve for a term of one year,
which expires at the next Annual Meeting of Shareholders of the Company when
his successor has been elected. The seven nominees are: Robert W.
Cruickshank, Michael Doar, Hendrik J. Hartong, Jr., Brian D. McLaughlin,
Richard T. Niner, O. Curtis Noel and Charles E. Mitchell Rentschler. Unless
authority is specifically withheld, the shares represented by the enclosed form
of proxy will be voted in favor of these nominees.
If any of these nominees becomes unable to accept election, the persons named in
the proxy will exercise their voting power in favor of such person or persons as
the Board may recommend. All of the nominees have consented to being named in
this Proxy Statement and to serve if elected. The Board of Directors knows of no
reason why any of the nominees would be unable to accept election.
The following information sets forth the name of each director, his age, tenure
as a director, principal occupation and business experience for the last five
years:
Served as a
Name Age Director since
- ---- --- --------------
Robert W. Cruickshank 54 -----
Michael Doar 44 -----
Hendrik J. Hartong, Jr. (1,3,4) 61 1986
Brian D. McLaughlin (1) 57 1987
Richard T. Niner (1,2,4) 60 1986
O. Curtis Noel (3,4) 64 1993
Charles E. Mitchell Rentschler (2,3) 60 1986
Robert W. Cruickshank, since 1981, has been owner of R. W. Cruickshank Company,
a financial services firm. Mr. Cruickshank is also a director of Calgon Carbon
Corporation and Friedman's Jewlers, Inc. This will be Mr. Cruickshank's
first term as a director of the Company.
Michael Doar has been President of Ingersoll Contract Manufacturing Company, a
subsidiary of Ingersoll International, since 1999. From 1989 until 1998, he held
various management positions with Ingersoll Milling Machine Company. This will
be Mr. Doar's first term as a director of the Company.
Hendrik J. Hartong, Jr. is a general partner of Brynwood Management III and
Brynwood Management IV, L.P., the general partner of Brynwood Partners III
and Brynwood Partners IV, L.P. Mr. Hartong is also a general partner of
Brynwood Management II, L.P., the general partner of Brynwood Partners II,
L.P., and until December 31, 1998, was a general partner of Brynwood
Management, the general partner of Brynwood Partners Limited Partnership.
Mr. Hartong has served as a director of Lincoln Snacks since June 1998. Mr.
Hartong has been a director since 1986.
Brian D. McLaughlin has been President and Chief Executive Officer of Hurco
since December 1987. From 1982 to 1987, he was employed as President and General
Manager of various divisions of Ransburg Corporation, an international
manufacturer of factory automation equipment. Previously, he was employed in
general management and marketing management positions with Eaton Corporation.
Mr. McLaughlin has been a director since 1987.
Richard T. Niner was elected Chairman of the Board of Directors on
March 9, 1999. Mr. Niner is a general partner of Wind River Associates. Mr.
Niner is also a general partner of Brynwood Management II, L.P., the general
partner of Brynwood Partners II, L.P., and until December 31, 1998, was a
general partner of Brynwood Management, the general partner of Brynwood
Partners Limited Partnership. Mr. Niner is also a director of Arrow
International, Inc. and Case, Pomeroy & Company, Inc. Mr. Niner has been a
director since 1986.
O. Curtis Noel has been an independent business consultant for more than ten
years specializing in market and industry studies, competitive analysis and
corporate development programs with clients in the U.S. and abroad. Mr. Noel
has been a director since 1993.
Charles E. Mitchell Rentschler has served as President and Chief Executive
Officer of The Hamilton Foundry & Machine Co. since 1985.
Mr. Rentschler has been a director since 1986.
(1) Member of Executive Committee
(2) Member of Audit Committee
(3) Member of Compensation Committee
(4) Member of Nominating Committee
The Board of Directors recommends a vote FOR each of the nominees listed above.
Board Meetings and Committees
During the last fiscal year, the Board of Directors held six meetings. All of
the current directors attended at least 75% of the aggregate number of meetings
of the Board and the committees on which they served.
The Board has an Executive Committee, which held no meetings during the last
fiscal year. The Executive Committee may exercise all of the authority of the
Board of Directors with respect to the general operations of Hurco between
meetings of the Board.
The Board has a Compensation Committee that held three meetings during the last
fiscal year. The Compensation Committee reviews and recommends to the Board the
compensation of the officers and managers of Hurco and guidelines for the
general wage structure of the entire workforce. The Compensation Committee also
oversees the administration of the Company's employee benefit plans. The report
of the Compensation Committee regarding executive compensation is included on
page 10 of this Proxy Statement.
The Board also has an Audit Committee that held three meetings during the last
fiscal year. The Audit Committee has the authority to oversee the Company's
accounting and financial reporting activities, and meets with the Company's
independent accountants and Chief Financial Officer to review the scope, cost
and results of the annual audit and to review internal accounting controls,
policies and procedures. The Board of Directors selects the independent
accountants of Hurco upon the recommendation of the Audit Committee. See
INDEPENDENT ACCOUNTANTS on page 18.
The Board of Directors has a Nominating Committee that held one meeting during
the last fiscal year. The Nominating Committee reviews the structure and
composition of the Board of Directors and considers the qualifications of and
recommends all nominees for directors. The Nominating Committee will consider
candidates whose names are submitted in writing by shareholders. Shareholders
who wish to nominate persons for election as directors must comply with the
advance notice and eligibility requirements contained in the Company's By-laws,
a copy of which is available upon request. Such requests and any nominations
should be addressed to the Secretary, Hurco Companies, Inc., One Technology Way,
P.O. Box 68180, Indianapolis, Indiana 46268.
The members of these Committees are identified in the table on pages 2 and 3.
Compensation of Directors
Each director who is not a full-time employee of the Company received a fee of
$1,500 for each meeting of the Board of Directors attended during fiscal 1999
effective February 1, 1999 (previously $1,000 per meeting). Each such director
also received $5,000 per fiscal quarter. Directors are also entitled to receive
reimbursement for travel and other expenses incurred in attending such meetings.
Mr. Niner received annual compensation of $72,000 for his services as Chairman
of the Board of Directors.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than 10% of the
Company's common stock, to file reports of ownership with the Securities and
Exchange Commission and Nasdaq. Such persons are also required to furnish the
Company with copies of all Section 16(a) forms they file.
Based solely on the Company's review of the copies of such forms received by it,
or written representations from certain reporting persons that they were not
required to file a Form 5 to report previously unreported ownership or changes
in ownership, the Company believes that, during its fiscal year ending October
31, 1999, its officers, directors and greater than 10% beneficial owners
complied with all filing requirements under Section 16(a).
PROPOSAL 2 - Approval of Amendment to the Company's 1997 Stock Option and
Incentive Plan
On March 14, 2000, the Board of Directors of the Company adopted an amendment to
the Company's 1997 Stock Option and Incentive Plan (the "Plan") and directed
that the amendment be submitted to the shareholders of the Company for
consideration and approval at the 2000 Annual Meeting. The amendment would
increase from 500,000 to 750,000 the number of shares of common stock subject to
issuance under the Plan, would increase from 100,000 to 200,000 the number of
shares of common stock which may be granted to any individual participant
pursuant to awards made under the Plan, and would add as eligible participants
in the Plan members of the Company's Board of Directors who are not employees of
the Company. The proposed amendment to the Plan will not become effective unless
it is approved at the Annual Meeting by the vote of the holders of a majority of
the shares of common stock represented at the meeting.
As of March 1, 2000, there were options to purchase an aggregate of 463,500
shares of common stock outstanding and unexercised that had been granted under
the Plan.
The following is a summary of the principal features of the Plan. The summary is
qualified in its entirety by reference to the complete text of the Plan, a copy
of which (marked to show the proposed amendment) is appended to this Proxy
Statement as Annex A.
Purpose
The purpose of the Plan is to promote the long-term interests of the Company and
its shareholders by providing a means for attracting and retaining officers,
directors and key employees of the Company and its Affiliates. The Company
believes that officers, directors and key employees who own shares of common
stock will have a closer identification with the Company and greater motivation
to work for the Company's success by reason of their ability as shareholders to
participate in the Company's growth and earnings.
Eligible Persons
Recipients of awards under the Plan must be, or have been at the time of grant,
employees of the Company. If the amendment of the Plan is approved by the
shareholders, members of the Company's Board of Directors who are not employees
of the Company would also be eligible for awards under the plan. There are
presently approximately 300 persons who would be eligible for awards under the
amended Plan.
Shares Subject to the Plan
If the amendment of the Plan is approved by the shareholders, the number of
shares of common stock subject to the Plan would be increased from 500,000 to
750,000. The number of shares of common stock subject to the Plan is subject to
adjustment in certain events. If the amendment to the Plan is approved by the
shareholders, the number of shares of common stock, which may be granted to any
individual participant pursuant to awards made under the Plan, would be
increased from 100,000 to 200,000.
The number of shares covered by an award under the Plan reduces the number of
shares available for future awards, however, any awards that terminate or are
surrendered or forfeited without exercise or issuance will become available for
further awards under the Plan.
The closing sales price of common stock on March 17, 2000, as quoted on the
Nasdaq National Market was $4.00 per share.
Administration of the Plan
The Plan is administered by the Compensation Committee of the Board of
Directors. Subject to the terms of the Plan, the Compensation Committee has sole
authority to determine and designate persons who are to be granted awards under
the Plan and the nature and terms of the awards to be granted, including the
number of shares to be subject to such awards.
Grant of Stock Options
With respect to the grant of stock options under the Plan that are intended to
qualify as "incentive stock options" under Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"), the option price must be at least 100%
(or 110% in the case of any holder of more than 10% of the voting power of the
Company or any Affiliate) of the fair market value of the common stock on the
date of the grant of the stock option. The aggregate fair market value
(determined on the date of grant) of the shares of stock subject to "incentive
stock options" that become exercisable for the first time by a grantee in any
calendar year may not exceed $100,000.
The Compensation Committee establishes the exercise price of nonqualified stock
options at the time the options are granted.
The number and class of shares subject to an option will be adjusted by the
Compensation Committee in the event of stock splits, stock dividends,
recapitalization and certain other events involving changes in the Company's
capital.
Exercise of Stock Options
No incentive stock options granted under the Plan may be exercised more than ten
years, or five years in the case of any holder of more than 10% of the voting
power of the Company or any Affiliate (or such shorter period as the
Compensation Committee may determine), from the date it is granted. Nonqualified
stock options may be exercised during such period as the Compensation Committee
determines at the time of grant.
Stock options granted under the Plan become exercisable in one or more
installments in the manner and at the time or times specified by the
Compensation Committee at the time of grant.
Performance Shares
The Compensation Committee may grant awards of performance shares, in which case
the grantee could be granted shares of the Company's common stock, subject to
satisfaction of specified performance goals established by the Compensation
Committee. Performance goals may be established on one or more of the following
business criteria: earnings per share; return on equity; return on assets;
operating income; or market value per share. The applicable performance goals
and all other terms and conditions of the award are determined in the discretion
of the Compensation Committee.
After an award of performance shares has vested (that is, after the applicable
performance goal or goals have been achieved), the grantee will be entitled to a
payment of shares of the Company's common stock, cash or a combination thereof.
However, no grantee shall receive any such payment unless the Compensation
Committee has certified, by resolution or other appropriate action in writing,
that the amount thereof has been accurately determined in accordance with the
terms, conditions and limits of the Plan and that the performance goals and any
other material terms previously established by the Compensation Committee or set
forth in the Plan were, in fact, satisfied. If a grantee terminates employment
prior to the end of the period of time over which the performance shares are
being earned for any reason other than death, disability or retirement, all of
such grantee's rights with respect to performance shares that have not yet been
earned shall be forfeited. However, a grantee shall be entitled to receive any
performance shares earned as of the date of termination if the specified
performance goals have been attained.
As of the date of this Proxy Statement, the Company has not made any awards of
performance shares.
Restricted Shares
The Compensation Committee may grant awards of restricted shares, in which case
the grantee is granted shares of the Company's common stock subject to a
restricted period during which, or at the expiration of which, the restricted
shares vest. All terms and conditions of an award of restricted shares are
determined in the discretion of the Compensation Committee, subject to the
limitations of the Plan. Unless the Compensation Committee otherwise
specifically provides, a grantee of restricted shares has the right to receive
all dividends on the restricted shares and the right to vote the restricted
shares during the restricted period. If a grantee terminates employment for any
reason prior to the end of the restricted period, all of such grantee's rights
with respect to the nonvested portion of the restricted shares are forfeited.
As of the date of this Proxy Statement, the Company has not made any awards of
restricted shares.
Stock Appreciation Rights
The Compensation Committee may grant awards of stock appreciation rights, either
in connection with the grant of a related option (affiliated or tandem stock
appreciation rights), or independently of any option (freestanding stock
appreciation rights). Affiliated stock appreciation rights automatically will be
deemed to be exercised at the same time the related option is exercised and not
necessitate a reduction in the number of shares of common stock subject to the
relation option. Tandem stock appreciation rights require forfeiture of the
right to purchase an equal number of shares under the related option when such
stock appreciation rights are exercised (and will be canceled upon the exercise
of the related option to the extent of the number of shares purchased under the
option). All terms and conditions of an award of stock appreciation rights are
determined in the discretion of the Compensation Committee, subject to the
limitations of the Plan. Payment for stock appreciation rights may be in cash,
shares of common stock, or a combination thereof, at the discretion of the
Compensation Committee.
As of the date of this Proxy Statement, the Company has not made any awards of
stock appreciation rights.
Miscellaneous Provisions
The Compensation Committee may accelerate the period of exercise or vesting of
any incentive award, either absolutely or contingently, for such reasons as the
Compensation Committee may deem appropriate.
In general, if the service of a recipient of performance shares or restricted
shares is involuntarily terminated within twelve months following a change in
control of the Company, a recipient of performance shares is entitled to a pro
rata payment as though the recipient had retired, and a recipient of restricted
shares becomes fully vested in the restricted shares and the restricted period
with respect to such shares lapses. In addition, in the event of a tender offer
or exchange offer for the common stock or upon the occurrence of certain other
events, all options and stock appreciation rights granted under the Plan will
become exercisable in full, unless otherwise provided by the Compensation
Committee.
Amendment of the Plan
The Board, or the Compensation Committee with the approval of the Board may, at
any time, terminate or amend the Plan. No amendments to the Plan will require
shareholder approval unless such approval is required to comply with Rule 16b-3
under the Securities Exchange Act of 1934; Section 422 of the Code or the
requirements of the Nasdaq National Market.
Federal Income Tax Consequences
The following is a brief summary of the principal federal income tax
consequences of awards under the Plan. The summary is based on current federal
income tax laws and interpretations thereof, all of which are subject to change
at any time, possibly with retroactive effect. The summary is not intended to be
exhaustive.
Limitation on Amount of Deduction. The Company generally will be entitled to a
tax deduction for awards under the Plan only to the extent that the participants
recognize ordinary income from the award. Section 162(m) of the Code contains
special rules regarding the federal income tax deductibility of compensation
paid to the Company's Chief Executive Officer and to each of the other four most
highly compensated executive officers of the Company. The general rule is that
annual compensation paid to any of these specified executives will be deductible
only to the extent that it does not exceed $1,000,000 or it qualifies as
"performance-based compensation" under Section 162(m). The Plan has been
designed to permit the Compensation Committee to grant awards which qualify for
deductibility under Section 162(m).
Taxation of Ordinary Income and Capital Gains. Subject to certain exceptions,
the maximum federal tax rate on "net capital gains" from the sale or exchange of
capital assets is 20%. "Net capital gain" is the excess of net long-term capital
gain over net short-term capital loss. Short-term capital gains are taxed at the
same rates applicable to ordinary income. Gains or losses from the sale or
exchange of capital assets will be "long-term" if the capital asset was held for
more than one year and "short-term" if the capital asset was held for one year
or less. For taxpayers with certain income levels, the marginal tax rate
applicable to ordinary income can range up to 39.6%. The classification of
income as ordinary compensation income or capital gain is also relevant for
income tax purposes for taxpayers who have capital losses and investment
interest.
Nonqualified Stock Options. A participant who is granted a nonqualified option
does not recognize taxable income upon the grant of the option, and the Company
is not entitled to a tax deduction. The participant will recognize ordinary
income upon the exercise of the option in an amount equal to the excess of the
fair market value of the option shares on the exercise date over the option
price. Such income will be treated as compensation to the participant subject to
the applicable withholding requirements. The Company is generally entitled to a
tax deduction in an amount equal to the amount taxable to the participant as
ordinary income in the year the income is taxable to the participant. Any
appreciation in value after the time of exercise will be taxable to the
participant as capital gains and will not result in a deduction by the Company.
The participant may also be required to recognize gain or loss upon the sale of
the option shares. If the selling price of the option shares exceeds the
participant's basis in the shares, the participant will recognize long-term
capital gain if the option shares were held for more than one year, and
short-term capital gain if the shares were held for one year or less. If the
selling price of the option shares is less than the participant's basis in the
shares, the participant will recognize long-term or short-term capital loss
depending on how long the shares were held. The participant's basis in the
option shares will equal the amount of ordinary income recognized by the
participant upon exercise of the option, plus any cash paid to exercise the
option.
Incentive Stock Options. Incentive stock options may be granted only to
participants who are employees. An employee who receives an incentive stock
option does not recognize taxable income upon the grant or exercise of the
option, and the Company is not entitled to a tax deduction. The difference
between the option price and the fair market value of the option shares on the
date of exercise, however, will be treated as a tax preference item for purposes
of determining the alternative minimum tax liability, if any, of the employee in
the year of exercise. The Company will not be entitled to a deduction with
respect to any item of tax preference.
An employee will recognize gain or loss upon the disposition of shares acquired
from the exercise of incentive stock options. The nature of the gain or loss
depends on how long the option shares were held. If the option shares are not
disposed of pursuant to a "disqualifying disposition" (i.e., no disposition
occurs within two years from the date the option was granted nor one year from
the date of exercise), the employee will recognize long-term capital gain or
capital loss depending on the selling price of the shares. If option shares are
sold or disposed of as part of a disqualifying disposition, the employee must
recognize ordinary income in an amount equal to the lesser of the amount of gain
recognized on the sale, or the difference between the fair market value of the
option shares on the date of exercise and the option price. Any additional gain
will be taxable to the employee as a long-term or short-term capital gain,
depending on how long the option shares were held. The Company is generally
entitled to a deduction in computing its federal income taxes for the year of
disposition in an amount equal to any amount taxable to the employee as ordinary
income.
Performance Shares. A participant who receives performance shares will generally
recognize additional compensation taxable as ordinary income and subject to
withholding, and the Company will be entitled to a tax deduction, at the time
payment is made, whether in the form of cash or shares of the Company's common
stock. To the extent that payment is made in the form of stock, the amount
taxable as compensation to the participant and deductible by the Company is
measured by the then fair market value of the shares, which constitutes an
addition to the participant's tax basis in such shares.
Restricted Shares. A participant who receives restricted shares will generally
recognize compensation taxable as ordinary income when the restrictions lapse
and the shares become vested. The amount taxable as compensation to the
participant and deductible by the Company is measured by the then fair market
value of the shares, which constitutes an addition to the participant's tax
basis in such shares. In addition, a participant will generally recognize
compensation taxable as ordinary income and the Company will be entitled to a
deduction for any dividends paid on the shares during the restricted period. The
Company's deduction generally is allowable for its taxable year in which the
participant's taxable year of income inclusion ends.
Stock Appreciation Rights. A participant who receives stock appreciation rights
will generally recognize compensation taxable as ordinary income upon exercise
of the stock appreciation rights equal to the amount of appreciation payable,
whether payment is made in cash, shares of common stock, or a combination
thereof. If payment is made in shares, the Company's deduction generally is
allowable for its taxable year in which the stock appreciation rights are
exercised. If payment is made in cash, the Company's deduction generally is
allowable for its taxable year in which the participant's taxable year of income
inclusion ends.
The Board of Directors recommends a vote FOR the proposed amendment.
EXECUTIVE COMPENSATION
Summary Compensation
The following table sets forth all compensation paid or accrued during each of
the last three fiscal years to the Chief Executive Officer and each of the other
four executive officers of the Company (the Named Executive Officers) whose
salary and bonus exceeded $100,000 during fiscal 1999.
Summary Compensation Table
Long-Term
Annual Compensation Compensation All Other
------------------------------------------ ------------ Compen-
Name and Fiscal Salary Bonus Other Annual Securities Underlying sation
Principal Position Year ($) ($)(1) Compensation ($) Options(2) ($) (3)
- ------------------ ------ ------ ------ ---------------- ---------- -----------
Brian D. McLaughlin 1999 $268,077 -- -- 50,000 $52,206
President and CEO 1998 258,077 75,000 -- -- 52,206
1997 250,000 125,000 -- -- 51,726
Roger J. Wolf 1999 $165,946 -- 25,000 $47,566
Sr. VP, Secretary 1998 160,039 50,000 -- -- 48,064
Treasurer and CFO 1997 156,000 60,000 -- -- 47,086
James D. Fabris 1999 $165,904 -- -- 35,000 $23,984
Executive Vice 1998 156,154 65,000 -- -- 24,054
President - Operations 1997 140,000 60,000 -- -- 23,504
Richard Blake 1999 $135,268 -- -- -- --
V.P. of Hurco and 1998 128,124 40,000 -- -- $1,791
President Hurco Machine 1997 108,550 41,750 -- -- 4,633
Tool Products Division
David E. Platts 1999 $105,000 -- -- 10,000 $14,802
Vice President of 1998 104,038 10,000 -- -- 15,436
Research & Development 1997 100,000 45,000 -- -- 13,153
- ---------------------------
(1) Represents cash bonuses earned and paid in the subsequent year.
(2) Represents shares of common stock underlying grants of options made
during the year. We have not granted any Stock
Appreciation Rights (SARs).
(3) Represents contributions to defined contribution plans and split dollar
life insurance premiums. During fiscal 1997, we initiated Split-Dollar
Life Insurance Agreements with certain officers. Under the terms of the
agreements, we pay all of the premiums on behalf of the officers. We will
be repaid the premiums from the policies' cash surrender value when the
policies are terminated in accordance with the provisions of the
agreements.
Defined Contribution Plan Company paid Split-Dollar
Name Company Match Life Insurance Premiums
Brian D. McLaughlin $4,800 $47,406
Roger J. Wolf 4,800 42,766
James D. Fabris 4,800 19,184
David E. Platts 2,587 12,215
Stock Options
The following table sets forth information related to options granted and
exercised during fiscal 1999 and options held at fiscal year-end by the Named
Executive Officers. We do not have any outstanding SARs.
Option Grants During Fiscal 1999
% of Total Potential Realizable
Number of Options Value at Assumed Annual
Securities Granted to Rates of Stock Price
Underlying Employees Exercise Appreciation for Option
Options in Fiscal Price Expiration Term1
Name Granted2 Year ($/SH) Date 5%($) 10%($)
- ---- -------- ---- ------ ---- ----- -----
Brian D. McLaughlin 50,000 16.4% $5.813 12/15/08 182,788 463,221
Roger J. Wolf 25,000 8.2% $5.813 12/15/08 91,394 231,611
James D. Fabris 35,000 11.5% $5.813 12/15/08 127,952 324,255
David E. Platts 10,000 3.3% $5.813 12/15/08 36,558 92,644
1 The potential realizable value illustrates value that might be realized upon
the exercise of the options immediately prior to the expiration of their terms,
assuming the specified compounded rates of appreciation of Hurco's common stock
from the date of grant through the term of the options.
2 Options may be exercised in five annual installments commencing on the first
anniversary of the date of grant.
Aggregated Option Exercises in Fiscal 1999 and Year-End Option Values
Value of
Number of Unexercised
Securities Underlying In-the-Money
Shares Unexercised Options Options
Acquired at FY-End (#) at FY-End ($) (1)
on Value ------------------------ ---------------------
Exercise Realized Exer- Unexer- Exer- Unexer-
Name (#) ($) cisable cisable cisable cisable
- ---- --------- --------- ------- ------- ------- -------
Brian D. McLaughlin -- -- 125,000 50,000 $70,000 --
Roger J. Wolf -- -- 50,000 25,000 7,000 --
James D. Fabris -- -- 36,000 39,000 33,250 --
Richard Blake -- -- 17,000 4,000 7,875 --
David E. Platts -- -- 28,000 12,000 20,625 --
- -----------------------------------------
(1) Value is calculated based on the closing market price of the common stock
on October 31, 1999 ($ 3.50) less the option exercise price.
Compensation Committee Interlocks and Insider Participation
During fiscal 1999 the members of the Compensation Committee were Hendrik
J. Hartong, Jr., O. Curtis Noel and Charles E. Mitchell Rentschler. None of
the Committee members is a current or former officer or employee of the Company
or any of its subsidiaries.
Employment Contracts
Brian D. McLaughlin entered into an employment contract on December 14, 1987.
The contract term is month-to-month. Mr. McLaughlin's salary and bonus
arrangements are set annually by the Compensation Committee of the Board of
Directors. Other compensation, such as stock option grants, is awarded
periodically at the discretion of the Compensation Committee. As part of that
contract, Mr. McLaughlin is entitled to 12 months' salary if his employment is
terminated for any reason other than gross misconduct.
Roger J. Wolf entered into an employment contract on January 8, 1993. The
contract term is unspecified. Mr. Wolf's salary and bonus arrangements are set
annually by the Compensation Committee of the Board of Directors. Other
compensation, such as stock option grants, is awarded periodically at the
discretion of the Compensation Committee. As part of that contract, Mr. Wolf is
entitled to 12 months' salary if his employment is terminated without just
cause.
James D. Fabris entered into an employment contract on November 18, 1997. The
contract term is unspecified. Mr. Fabris' salary and bonus arrangement are set
annually by the Compensation Committee of the Board of Directors. Other
compensation, such as stock option grants, is awarded periodically at the
discretion of the Compensation Committee. As part of the contract, Mr. Fabris is
entitled to 12 months' salary if his employment is terminated for any reason
other than gross misconduct.
Richard Blake entered into an employment contract on April 21, 1999 which
extends through December 31, 2000. Mr. Blake's salary and bonus arrangements are
set annually by the Board of Directors. Other compensation, such as stock option
grants, is awarded periodically at the discretion of the Board of Directors. As
part of the contract, Mr. Blake is entitled to continuation of base salary
through December 31, 2000, if his employment is terminated without cause. Mr.
Blake may voluntarily resign in which case Hurco has no further obligation.
BOARD OF DIRECTORS' COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors establishes policies
relating to the compensation arrangements of the Chief Executive Officer and all
other executive officers and oversees the administration of the Company's
employee benefit plans. All decisions of the Compensation Committee relating to
the compensation of the Company's executive officers are reviewed by the full
Board.
Compensation Policy
The goal of the Company's executive compensation policy is to ensure that an
appropriate relationship exists between executive pay and the creation of
shareholder value, while at the same time motivating and retaining key
employees. To achieve this goal, the Company's executive compensation policy
integrates annual base compensation with incentive compensation plans based upon
corporate performance and individual initiatives and performance. Measurement of
corporate performance is primarily based on Company goals and industry
performance levels. Accordingly, in years in which performance goals and
industry levels are achieved or exceeded, executive compensation tends to be
higher than in years in which performance is below expectations. Annual cash
compensation, together with stock option incentives, are designed to attract and
retain qualified executives and to ensure that such executives have a continuing
stake in the long-term success of the Company.
Stock options are granted from time to time to key employees, based primarily on
such person's potential contribution to the Company's growth and profitability.
The Compensation Committee feels that stock options are an effective incentive
for managers to create value for shareholders since the value of an option bears
a direct relationship to the Company's stock price. The Compensation Committee
believes that linking compensation for the Chief Executive Officer and all other
executive officers to corporate performance results in a better alignment of
compensation with corporate goals and shareholder interest. As performance goals
are met or exceeded, resulting in increased value to shareholders, executives
are rewarded commensurately.
Fiscal 1999 Executive Compensation
For fiscal 1999, the Company's compensation program for the Chief Executive
Officer and all other executive officers consisted of (i) base salary; (ii)
bonus awards based upon the performance measurements described above; and (iii)
stock option awards. During fiscal year 1999, the annual compensation of the
Chief Executive Officer included base salary, which was increased from fiscal
1998 for a cost-of-living adjustment and stock option awards. In evaluating 1999
performance, the Committee considered the Company's financial performance in
relation to its business plan and other corporate performance criteria and
determined that no bonus would be awarded to the Chief Executive Officer and
other corporate executive officers. The Committee believes that compensation
levels for the Chief Executive Officer and all other executive officers and key
employees during fiscal 1999 adequately reflect the Company's compensation goals
and policies.
Hendrik J. Hartong, Jr.
O. Curtis Noel
Charles E. Mitchell Rentschler
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of March 1, 2000, regarding
beneficial ownership of the Company's common stock by each director and Named
Executive Officer, by all directors and executive officers as a group, and by
certain other beneficial owners of more than 5% of the common stock. Each such
person has sole voting and investment power with respect to such securities,
except as otherwise noted.
Shares Beneficially Owned
Name and Address Number Percent
Other Beneficial Owners
Wellington Management Co. 645,000 (1) 10.8%
75 State Street
Boston, Massachusetts 02109
Wellington Trust Company, NA 555,000 (2) 9.3%
79 State Street
Boston, MA 02109
The Prudential Insurance Company of America 489,364 (3) 8.2%
4 Gateway Center
Newark, New Jersey 07102
The TCW Group, Inc. 324,800 (4) 5.5%
865 South Figueroa Street
Los Angeles, California 90017
Brynwood Partners II L.P., et al 762,561 (5) 12.0%
Two Soundview Avenue
Greenwich, Connecticut 06830
Dimensional Fund Advisors 398,900 (6) 6.7%
1299 Ocean Avenue
Santa Monica, CA 90401
FMR Corporation 379,028 (7) 6.4%
82 Devonshire Street
Boston, Massachusetts 02109
Directors and Executive Officers
Hendrik J. Hartong, Jr. 346,013 (5,8) 5.4%
Andrew L. Lewis IV 34,000 (8) 0.6%
Brian D. McLaughlin 183,586 (9,10) 2.9%
E. Keith Moore 38,010 (11) 0.6%
Richard T. Niner 694,549 (5,8) 10.9%
O. Curtis Noel 25,000 (8) 0.4%
Charles E. Mitchell Rentschler 45,000 (8,12) 0.7%
Roger J. Wolf 68,492 (13) 1.1%
James D. Fabris 43,500 (14) 0.7%
Richard Blake 18,000 (15) 0.3%
David E. Platts 31,700 (16) 0.5%
Executive officers and directors 1,260,724 (17) 19.8%
as a group (12 persons)
(1) According to a Schedule 13G, dated December 31, 1999, Wellington
Management Co. has shared voting power for all shares.
(2) According to a Schedule 13G, dated December 31, 1999, Wellington Trust
Company, NA has shared voting power for all shares.
(3) According to a Schedule 13G, dated December 31, 1999, the PrudentiaL
Insurance Company of America has sole voting power for
all shares.
(4) According to a Schedule 13G, dated December 31, 1999, the TCW Group,
Inc. has shared voting power for all shares.
(5) Represents shares owned by a group, consisting of Brynwood Partners II
L.P. ("Brynwood II"), its general partner, Brynwood Management II, L.P.
("Brynwood Management II"), and the partners of Brynwood Management,
Hendrik J. Hartong, Jr., and Richard T. Niner. Brynwood Management II
has shared voting and dispositive power over 278,001 shares; Mr.
Hartong has sole voting and dispositive power over 68,012 (including
25,000 shares subject to the exercise of non-qualified options) shares
and shared voting and dispositive power over 278,001 shares; Mr. Niner
has sole voting and dispositive power over 416,548 (including 25,000
shares subject to the exercise of non-qualified options) shares and
shared voting and dispositive power over 278,001 shares. The shares in
the table for Mr. Hartong and Mr. Niner include those shares over which
they have voting and investment power.
(6) According to a Schedule 13G, dated December 31, 1999, Dimensional Fund
Advisors has sole voting power for all shares.
(7) According to a Schedule 13G, dated December 31, 1999, FMR Corporation
has no voting power for any of the shares.
(8) Includes 25,000 shares subject to options that are exercisable within
60 days.
(9) Includes 135,000 shares subject to options held by Mr. McLaughlin that
are exercisable within 60 days.
(10) Includes 10,986 shares owned by Mr. McLaughlin's wife and
children, as to which he may be deemed to have beneficial
ownership.
(11) Includes 11,000 shares subject to options that are exercisable within
60 days.
(12) Includes 1,000 shares owned by Mr. Rentschler's wife, as to which he
may be deemed to have beneficial ownership.
(13) Includes 55,000 shares subject to options that are exercisable within
60 days.
(14) Includes 43,000 shares subject to options that are exercisable within
60 days.
(15) Includes 17,000 shares subject to options that are exercisable within
60 days.
(16) Includes 30,000 shares subject to options that are exercisable within
60 days.
(17) Includes 421,000 shares subject to options that are exercisable within
60 days.
PERFORMANCE GRAPH
The following graph illustrates the cumulative total shareholder return on Hurco
common stock for the five-year period ended October 31, 1999, as compared to the
NASDAQ stock market index for U.S. companies and to a peer group consisting of
NASDAQ traded securities for U.S. companies in the same Standard Industrial Code
(SIC) group as Hurco (Industrial and Commercial Machinery and Computer
Equipment). The comparisons in this table are required by the Securities and
Exchange Commission and are not intended to forecast or be indicative of
possible future performance of Hurco common stock.
INDEPENDENT ACCOUNTANTS
Arthur Andersen LLP served as the independent accountants to audit the financial
statements of Hurco for the fiscal year ended October 31, 1999. Representatives
of Arthur Andersen LLP are expected to be present at the Annual Meeting, will
have the opportunity to make a statement if they so desire, and will be
available to respond to appropriate questions from shareholders. The Board of
Directors expects to reappoint Arthur Andersen LLP as independent accountants to
serve for the fiscal year ended October 31, 2000.
SHAREHOLDER PROPOSALS
The date by which shareholder proposals must be received by the Company for
inclusion in proxy materials relating to the 2001 Annual Meeting of Shareholders
is December 6, 2000.
In order to be considered at the 2001 Annual Meeting, shareholder proposals must
comply with the advance notice and eligibility requirements contained in the
Company's By-Laws. The Company's By-Laws provide that shareholders are required
to give advance notice to the Company of any business to be brought by a
shareholder before an annual shareholders' meeting. For business to be properly
brought before an annual meeting by a shareholder, the shareholder must give
timely written notice thereof to the Secretary of the Company. In order to be
timely, a shareholder's notice must be delivered to or mailed and received at
the principal executive offices of the Company not less than 60 days prior to
the meeting. In the event that less than 70 days' notice or prior public
disclosure of the date of the meeting is given or made to shareholders, notice
by the shareholder must be received not later than the close of business on the
tenth day following the day on which notice of the date of the meeting was
mailed or public disclosure was made. The notice must contain specified
information about the proposed business and the shareholder making the proposal.
A copy of the Company's By-Laws is available upon request. Such requests and any
shareholder proposals should be sent to Roger J. Wolf, Secretary, Hurco
Companies, Inc., One Technology Way, P.O. Box 68180, Indianapolis, Indiana,
46268, the principal executive offices of the Company.
ANNUAL REPORT ON FORM 10-K
The Company filed its Annual Report on Form 10-K for the fiscal year ended
October 31, 1999 with the Securities and Exchange Commission. Shareholders
may obtain a copy of the Form 10-K by writing to Roger J. Wolf, Senior
Vice-President and Chief Financial Officer, Hurco Companies, Inc., One
Technology Way, P. O. Box 68180, Indianapolis, Indiana 46268. A copy of
the 10-K can also be obtained at hurco.com or SEC.gov.
OTHER BUSINESS
The Board of Directors knows of no other matters which may be presented at the
Annual Meeting. If any other matters should properly come before the Annual
Meeting, the persons named in the enclosed form of proxy will vote in accordance
with their business judgment on such matters.
Annex A
(Text proposed to be added and is underlined. Text proposed to be deleted is in
all caps.)
Hurco Companies, Inc.
1997 Stock Option and Incentive Plan
1. Plan Purpose. The purpose of the Plan is to
promote the long-term interests of the Company and its shareholders by
providing a means for attracting and retaining officers, directors and
------------
key employees of the Company and its Affiliates.
2. Definitions. The following definitions are
applicable to the Plan:
"Affiliate" -- means any "parent corporation" or "subsidiary
corporation" of the Company as such terms are defined in Code sections 424(e)
and (f), respectively.
"Affiliated SAR" -- means a SAR that is granted in connection
with a related Option, and which automatically will be deemed to be exercised at
the same time that the related Option is exercised. The deemed exercise of an
Affiliated SAR shall not necessitate a reduction in the number of Shares subject
to the related Option.
"Award" -- means the grant by the Committee of Incentive Stock
Options, Non-Qualified Stock Options, SARs, Restricted Shares, Performance
Shares or any combination thereof, as provided in the Plan.
"Award Agreement" -- means the written agreement setting forth
the terms and provisions applicable to each Award granted under the Plan.
"Base Price" -- means the amount over which the appreciation
in value of a Share will be measured upon exercise of an SAR.
"Board" -- means the Board of Directors of the Company.
"Change in Control" -- means each of the events specified in
the following clauses (i) through (iii): (i) any third person, including a
"group" as defined in Section 13(d)(3) of the Exchange Act after the date of the
adoption of the Plan by the Board, first becomes the beneficial owner of shares
of the Company with respect to which 25% or more of the total number of votes
for the election of the Board of Directors of the Company 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, the persons who were directors of the Company
shall cease to constitute a majority of the Board of Directors of the Company or
(iii) the shareholders of the Company shall approve an agreement providing
either for a transaction in which the Company will cease to be an independent
publicly owned entity or for a sale or other disposition of all or substantially
all the assets of the Company; provided, however, that the occurrence of any of
such events shall not be deemed a Change in Control if, prior to such
occurrence, a resolution specifically approving such occurrence shall have been
adopted by at least a majority of the Board of Directors of the Company.
"Code" -- means the Internal Revenue Code of 1986, as amended.
"Committee" -- means the Committee appointed by the Board
pursuant to Section 3 of the Plan.
"Company" -- means Hurco Companies, Inc., an Indiana
corporation.
"Continuous Service" -- means, in the case of an Employee, the
-----------------------------
absence of any interruption or termination of service as an Employee of the
---
Company or an Affiliate; and in the case of an individual who is not an
- --------------------------------------------------------------------------------
Employee, the absence of any interruption or termination of the service
- --------------------------------------------------------------------------------
relationship between the individual and the Company or an Affiliate. Service
- ------------------------------------------
shall not be considered interrupted in the case of sick leave, military leave or
any other leave of absence approved by the Company or in the case of any
transfer between the Company and an Affiliate or any successor to the Company.
"Director" -- means any individual who is a member of the
Board.
"Disability" -- means total and permanent disability as
determined by the Committee pursuant to Code section 22(e)(3).
"Employee" -- means any person, including an officer or
Director, who is employed by the Company or any Affiliate.
"Exchange Act" -- means the Securities Exchange Act of 1934,
as amended.
"Exercise Price" -- means the price per Share at which the
Shares subject to an Option may be purchased upon exercise of the Option.
"Freestanding SAR" -- means a SAR that is granted
independently of any Option.
"Incentive Stock Option" -- means an option to purchase Shares
granted by the Committee pursuant to the terms of the Plan which is intended to
qualify under Code section 422.
"Market Value" -- means the last reported sale price on the
date in question (or, if there is no reported sale on such date, on the last
preceding date on which any reported sale occurred) of one Share on the
principal exchange on which the Shares are listed for trading, or if the Shares
are not listed for trading on any exchange, the average trading price of one
share on the date in question as reported on the Nasdaq National Market or any
similar system then in use, or, if the Shares are not listed on the Nasdaq
National Market, the mean between the closing high bid and low asked quotations
of one Share on the date in question as reported by Nasdaq or any similar system
then in use, or, if no such quotations are available, the fair market value on
such date of one Share as the Committee shall determine.
"Non-Qualified Stock Option" -- means an option to purchase
Shares granted by the Committee pursuant to the terms of the Plan, which option
is not intended to qualify under Code section 422.
"Option" -- means an Incentive Stock Option or a
Non-Qualified Stock Option.
"Participant" -- means any EMPLOYEE OF THE COMPANY OR ANY
AFFILIATE individual who is selected by the Committee to receive an Award.
----------
"Performance Cycle" -- means the period of time, designated
by the Committee, over which Performance Shares may be earned.
"Performance Shares" -- means Shares awarded pursuant to
Section 12 of the Plan.
"Plan" -- means the Hurco Companies, Inc., 1997 Stock Option
and Incentive Plan.
"Reorganization" -- means the liquidation or dissolution of
the Company or any merger, consolidation or combination of the Company (other
than a merger, consolidation or combination in which the Company is the
continuing entity and which does not result in the outstanding Shares being
converted into or exchanged for different securities, cash or other property or
any combination thereof).
"Restricted Period" -- means the period of time selected by
the Committee for the purpose of determining when restrictions are in effect
under Section 10 of the Plan with respect to Restricted Shares.
"Restricted Shares" -- means Shares which have been
contingently awarded to a Participant by the Committee subject to the
restrictions referred to in Section 10 of the Plan, so long as such restrictions
are in effect.
"Retirement" -- means A PARTICIPANT'S, with respect to an
-----------------------
Employee, cessation of Continuous Service on or after age 65 or such other age
- ---------
as set forth in the Company's retirement policy as in effect from time to time
and, with respect to a Director who is not an Employee, cessation of Continuous
- --------------------------------------------------------------------------------
Service on the Board.
- ---------------------
"Stock Appreciation Right" or "SAR" -- means an Award, granted
alone or in connection with a related Option, pursuant to Section 11 of the
Plan.
"Securities Act" -- means the Securities Act of 1933, as
amended.
"Shares" -- means the shares of common stock, no par value, of
the Company.
"Tandem SAR" -- means a SAR that is granted in connection with
a related Option, the exercise of which shall require forfeiture of the right to
purchase an equal number of Shares under the related Option (and when a Share is
purchased under the Option, the SAR shall be canceled to the same extent).
3. Administration. The Plan shall be administered by the
Committee, which shall consist of two or more members of the Board, each of whom
shall be a "non-employee director" as provided under Rule 16b-3 of the Exchange
Act, and an "outside director" as provided under Code section 162(m). The
members of the Committee shall be appointed by the Board. Except as limited by
the express provisions of the Plan, the Committee shall have sole and complete
authority and discretion to (a) select Participants and grant Awards; (b)
determine the number of Shares to be subject to types of Awards generally, as
well as to individual Awards granted under the Plan; (c) determine the terms and
conditions upon which Awards shall be granted under the Plan; (d) prescribe the
form and terms of Award Agreements; (e) establish procedures and regulations for
the administration of the Plan; (f) interpret the Plan; and (g) make all
determinations deemed necessary or advisable for the administration of the Plan.
A majority of the Committee shall constitute a quorum, and the
acts of a majority of the members present at any meeting at which a quorum is
present, or acts approved in writing by all members of the Committee without a
meeting, shall be acts of the Committee. All determinations and decisions made
by the Committee pursuant to the provisions of the Plan shall be final,
conclusive, and binding on all persons, and shall be given the maximum deference
permitted by law.
4. Participants. The Committee may select from time to
time Participants in the Plan from those officers, Directors and key
Employees of the Company or its Affiliates who, in the opinion of the
Committee, have the capacity for contributing in a substantial measure to the
successful performance of the Company or its Affiliates.
5. Shares Subject to Plan, Limitations on Grants and
Exercise Price. Subject to adjustment by the
operation of Section 13 hereof:
(a) The maximum number of Shares which may be issued
with respect to Awards made under the Plan is 500,000
1,000,000 Shares. The Shares with respect to which Awards may
---------
be made under the Plan may either be authorized and unissued
shares or unissued shares heretofore or hereafter reacquired
and held as treasury shares. Any Award which expires,
terminates or is surrendered for cancellation or with respect
to Restricted Shares which is forfeited (so long as any cash
dividends paid on such Shares are also forfeited), may be
subject to new Awards under the Plan with respect to the
number of Shares as to which a termination or forfeiture has
occurred.
(b) The number of Shares which may be granted under
the Plan to any Participant during the term of the Plan under
all forms of Awards shall not exceed 100,000 250,000 Shares.
-------
(c) Notwithstanding any other provision under the
Plan, the Exercise Price for any Incentive Stock Option and
the Base Price for any Tandem or Affiliated SAR granted in
connection with an Incentive Stock Option awarded under the
Plan may not be less than the Market Value of the Shares on
the date of grant.
6. General Terms and Conditions of Options. The Committee
shall have full and complete authority and discretion, except as expressly
limited by the Plan, to grant Options and to prescribe the terms and conditions
(which need not be identical among Participants) of the Options. Each Option
shall be evidenced by an Award Agreement that shall specify: (a) the Exercise
Price, (b) the number of Shares subject to the Option, (c) the expiration date
of the Option, (d) the manner, time and rate (cumulative or otherwise) of
exercise of the Option, (e) the restrictions, if any, to be placed upon the
Option or upon Shares which may be issued upon exercise of the Option, (f) the
conditions, if any, under which a Participant may transfer or assign Options,
and (g) any other terms and conditions as the Committee, in its sole discretion,
shall determine. The Committee may, as a condition of granting any Option,
require that a Participant agree to surrender for cancellation one or more
Options previously granted to such Participant.
7. Exercise of Options.
(a) Except as provided in Section 16, an Option
granted under the Plan shall be exercisable during the
lifetime of the Participant to whom such Option was granted
only by such Participant, and except as provided in Section 8
of the Plan, no Option may be exercised unless at the time the
Participant exercises the Option, the Participant has
maintained Continuous Service since the date of the grant of
the Option.
(b) To exercise an Option under the Plan, the
Participant must give written notice to the Company specifying
the number of Shares with respect to which the Participant
elects to exercise the Option together with full payment of
the Exercise Price. The date of exercise shall be the date on
which the notice is received by the Company. Payment may be
made either (i) in cash (including check, bank draft or money
order), (ii) by tendering Shares already owned by the
Participant and having a Market Value on the date of exercise
equal to the Exercise Price, (iii) by requesting that the
Company withhold Shares issuable upon exercise of the Option
having a Market Value equal to the Exercise Price, or (iv) by
any other means determined by the Committee in its sole
discretion.
8. Termination of Options. Unless otherwise
specifically provided by the Committee in the Award
Agreement or any amendment thereto, Options shall
terminate as provided in this Section.
(a) Unless sooner terminated under the provisions of
this Section, Options shall expire on the earlier of the date
specified in the Award Agreement or the expiration of ten (10)
years from the date of grant.
(b) If the Continuous Service of a Participant is
terminated for cause, or voluntarily by the Participant for
any reason other than death, Disability or Retirement, all
rights under any Options granted to the Participant shall
terminate immediately upon the Participant's cessation of
Continuous Service.
(c) If the Continuous Service of a Participant is
terminated by reason of Retirement or terminated by the
Company without cause, the Participant may exercise
outstanding Options to the extent that the Participant was
entitled to exercise the Options at the date of cessation of
Continuous Service, but only within the period of three (3)
months immediately succeeding the Participant's cessation of
Continuous Service, and in no event after the applicable
expiration dates of the Options.
(d) In the event of the Participant's death or
Disability, the Participant or the Participant's beneficiary,
as the case may be, may exercise outstanding Options to the
extent that the Participant was entitled to exercise the
Options at the date of cessation of Continuous Service, but
only within the one-year period immediately succeeding the
Participant's cessation of Continuous Service by reason of
death or Disability, and in no event after the applicable
expiration date of the Options.
9. Incentive Stock Options. Incentive Stock Options may be
granted only to Participants who are Employees. Any provisions of the Plan to
the contrary notwithstanding, (a) no Incentive Stock Option shall be granted
more than ten years from the earlier of the date the Plan is adopted by the
Board of Directors of the Company or approved by the Company's Shareholders, (b)
no Incentive Stock Option shall be exercisable more than ten years from the date
the Incentive Stock Option is granted, (c) the Exercise Price of any Incentive
Stock Option shall not be less than the Market Value per Share on the date such
Incentive Stock Option is granted, (d) any Incentive Stock Option shall not be
transferable by the Participant to whom such Incentive Stock Option is granted
other than by will or the laws of descent and distribution and shall be
exercisable during such Participant's lifetime only by such Participant, (e) no
Incentive Stock Option shall be granted which would permit a Participant to
acquire, through the exercise of Incentive Stock Options in any calendar year,
under all plans of the Company and its Affiliate, Shares having an aggregate
Market Value (determined as of the time any Incentive Stock Option is granted)
in excess of $100,000 (determined by assuming that the Participant will exercise
each Incentive Stock Option on the date that such Option first becomes
exercisable), and (f) no Incentive Stock Option may be exercised more than three
(3) months after the Participant's cessation of Continuous Service (one (1) year
in the case of Disability) for any reason other than death. Notwithstanding the
foregoing, in the case of any Participant who, at the date of grant, owns shares
possessing more than 10% of the total combined voting power of all classes of
capital stock of the Company or any Affiliate, the Exercise Price of any
Incentive Stock Option shall not be less than 110% of the Market Value per Share
on the date such Incentive Stock Option is granted and such Incentive Stock
Option shall not be exercisable more than five years from the date such
Incentive Stock Option is granted.
10. Terms and Conditions of Restricted Shares. The Committee
shall have full and complete authority, subject to the limitations of the Plan,
to grant Awards of Restricted Shares and to prescribe the terms and conditions
(which need not be identical among Participants) in respect of the Awards.
Unless the Committee otherwise specifically provides in the Award Agreement, an
Award of Restricted Shares shall be subject to the following provisions:
(a) At the time of an Award of Restricted Shares, the
Committee shall establish for each Participant a Restricted
Period during which, or at the expiration of which, the
Restricted Shares shall vest. Subject to paragraph (e) of this
Section, the Participant shall have all the rights of a
shareholder with respect to the Restricted Shares, including
but not limited to, the right to receive all dividends paid on
the Restricted Shares and the right to vote the Restricted
Shares. The Committee shall have the authority, in its
discretion, to accelerate the time at which any or all of the
restrictions shall lapse with respect to any Restricted Shares
prior to the expiration of the Restricted Period, or to remove
any or all restrictions, whenever it may determine that such
action is appropriate by reason of changes in applicable tax
or other laws or other changes in circumstances occurring
after the commencement of the Restricted Period.
(b) If a Participant ceases Continuous Service for
any reason, including death, before the Restricted Shares have
vested, a Participant's rights with respect to the unvested
portion of the Restricted Shares shall terminate and be
returned to the Company.
(c) Each certificate issued in respect to Restricted
Shares shall be registered in the name of the Participant and
deposited by the Participant, together with a stock power
endorsed in blank, with the Company and shall bear the
following (or a similar) legend:
"The transferability of this certificate and the
shares represented hereby are subject to the terms and
conditions (including forfeiture) contained in the 1997 Stock
Option and Incentive Plan of Hurco Companies, Inc., and an
Award Agreement entered into between the registered owner and
Hurco Companies, Inc. Copies of the Plan and Award Agreement
are on file in the office of the Secretary of the Company."
(d) At the time of an Award of Restricted Shares, the
Participant shall enter into an Award Agreement with the
Company in a form specified by the Committee agreeing to the
terms and conditions of the Award.
(e) At the time of an Award of Restricted Shares, the
Committee may, in its discretion, determine that the payment
to the Participant of dividends declared or paid on the
Restricted Shares by the Company, or a specified portion
thereof, shall be deferred until the earlier to occur of (i)
the lapsing of the restrictions imposed with respect to the
Restricted Shares, or (ii) the forfeiture of such Restricted
Shares under paragraph (b) of this Section, and shall be held
by the Company for the account of the Participant until such
time. In the event of deferral, there shall be credited at the
end of each year (or portion thereof) interest on the amount
of the account at the beginning of the year at a rate per
annum as the Committee, in its discretion, may determine.
Payment of deferred dividends, together with accrued interest,
shall be made upon the earlier to occur of the events
specified in (i) and (ii) of this paragraph.
(f) At the expiration of the restrictions imposed by
this Section, the Company shall redeliver to the Participant
the certificate(s) and stock power deposited with the Company
pursuant to paragraph (c) of this Section and the Shares
represented by the certificate(s) shall be free of all
restrictions.
(g) No Award of Restricted Shares may be
assigned, transferred or encumbered.
11. Grant of SARs. Subject to the terms and conditions of the
Plan, a SAR Award may be made to Participants at any time and from time to time
as shall be determined by the Committee, in its sole discretion. The Committee
may grant Affiliated SARs, Freestanding SARs, Tandem SARs, or any combination
thereof as follows:
(a) The Committee, subject to the limitations of the
Plan, shall have complete discretion to determine the Exercise
Price and other terms and conditions of SARs granted under the
Plan. Each SAR Award shall be evidenced by an Award Agreement
specifying the terms and conditions of the Award, including
its term, the Base Price and the conditions of exercise.
(b) The Base Price of Shares with respect to a Tandem
or Affiliated SAR Award shall equal the Exercise Price of the
Shares under the related Option.
(c) Tandem SARs may be exercised for all or part of
the Shares subject to the related Option upon the surrender of
the right to exercise the equivalent portion of the related
Option. A Tandem SAR may be exercised only with respect to the
Shares for which its related Option is then exercisable. With
respect to a Tandem SAR granted in connection with an
Incentive Stock Option: (i) the Tandem SAR shall expire no
later than the expiration of the underlying Incentive Stock
Option; (ii) the value of the payout with respect to the
Tandem SAR shall be for no more than one hundred percent
(100%) of the difference between the Exercise Price of the
underlying Incentive Stock Option and the Market Value of the
Shares subject to the underlying Incentive Stock Option at the
time the Tandem SAR is exercised; and (iii) the Tandem SAR
shall be exercisable only when the Market Value of the Shares
subject to the Incentive Stock Option exceeds the Exercise
Price of the Incentive Stock Option.
(d) Upon exercise of a SAR, a Participant shall be
entitled to receive payment from the Company in an amount
determined by multiplying:
(i) The difference between the Market
Value of a Share on the date of
exercise over the Base Price; times
(ii) The number of Shares with respect to
which the SAR Award is exercised.
At the discretion of the Committee, payment for a SAR
may be in cash, Shares or a combination thereof.
12. Performance Shares. The Committee, in its sole discretion,
may from time to time authorize the grant of Performance Shares upon the
achievement of performance goals (which may be cumulative and/or alternative) as
may be established, in writing, by the Committee based on any one or any
combination of the following business criteria: (a) earnings per Share; (b)
return on equity; (c) return on assets; (d) operating income; or (e) Market
Value per Share. At the time as it is certified, in writing, by the Committee
that the performance goals established by the Committee have been attained or
otherwise satisfied within the Performance Cycle, the Committee shall authorize
the payment of cash in lieu of Performance Shares or the issuance of Performance
Shares registered in the name of the Participant, or a combination of cash and
Shares. The grant of an Award of Performance Shares shall be evidenced by an
Award Agreement containing the terms and conditions of the Award as determined
by the Committee. To the extent required under Code Section 162(m), the business
criteria under which performance goals are determined by the Committee shall be
resubmitted to shareholders for reapproval no later than the first shareholder
meeting that occurs in the fifth year following the year in which shareholders
previously approved the Plan.
If the Participant ceases Continuous Service before the end of
a Performance Cycle for any reason other than Retirement, Disability, or death,
the Participant shall forfeit all rights with respect to any Performance Shares
that were being earned during the Performance Cycle. The Committee, in its sole
discretion, may establish guidelines providing that if a Participant ceases
Continuous Service before the end of a Performance Cycle by reason of
Retirement, Disability, or death, the Participant shall be entitled to a
prorated payment with respect to any Performance Shares that were being earned
during the Performance Cycle.
13. Adjustments Upon Changes in Capitalization. In the event
of any change in the outstanding Shares subsequent to the effective date of the
Plan by reason of any reorganization, recapitalization, stock split, stock
dividend, combination or exchange of shares, merger, consolidation or any change
in the corporate structure or Shares of the Company, the maximum aggregate
number and class of shares as to which Awards may be granted under the Plan and
the number and class of shares with respect to which Awards theretofore have
been granted under the Plan shall be appropriately adjusted by the Committee to
prevent the dilution or diminution of Awards. The Committee's determination with
respect to any adjustments shall be conclusive. Any shares or other securities
received, as a result of any of the foregoing, by a Participant with respect to
Restricted Shares shall be subject to the same restrictions and the
certificate(s) or other instruments representing or evidencing the shares or
other securities shall be legended and deposited with the Company in the manner
provided in Section 10 of this Agreement.
14. Effect of Reorganization. Unless otherwise
provided by the Committee in the Award Agreement, Awards will
be affected by a Reorganization as follows:
(a) If the Reorganization is a dissolution or
liquidation of the Company then (i) the restrictions on
Restricted Shares shall lapse and (ii) each outstanding Option
or SAR Award shall terminate, but each Participant to whom the
Option or SAR was granted shall have the right, immediately
prior to the dissolution or liquidation to exercise the Option
or SAR in full, notwithstanding the provisions of Section 9,
and the Company shall notify each Participant of such right
within a reasonable period of time prior to any dissolution or
liquidation.
(b) If the Reorganization is a merger or
consolidation, other than a Change in Control subject to
Section 15 of this Plan, upon the effective date of the
Reorganization (i) each Participant shall be entitled, upon
exercise of an Option in accordance with all of the terms and
conditions of the Plan, to receive in lieu of Shares, shares
or other securities or consideration as the holders of Shares
shall be entitled to receive pursuant to the terms of the
Reorganization; and (ii) each holder of Restricted Shares
shall receive shares or other securities as the holders of
Shares received which shall be subject to the restrictions set
forth in Section 10 unless the Committee accelerates the lapse
of such restrictions and the certificate(s) or other
instruments representing or evidencing the shares or other
securities shall be legended and deposited with the Company in
the manner provided in Section 10 of this Plan.
The adjustments contained in this Section and the manner of
application of such provisions shall be determined solely by the Committee.
15. Effect of Change of Control. If the Continuous Service of
any Participant of the Company or any Affiliate is involuntarily terminated, for
whatever reason, at any time within twelve months after a Change in Control,
unless the Committee shall have otherwise provided in the Award Agreement, (a)
any Restricted Period with respect to an Award of Restricted Shares shall lapse
upon the Participant's termination of Continuous Service and all Shares of
Restricted Shares shall become fully vested in the Participant to whom the award
was made; and (b) with respect to Performance Shares, the Participant shall be
entitled to receive a prorata payment of Shares to the same extent as if the
Participant ceases Continuous Service by reason of Retirement under Section 12
of the Plan. If a tender offer or exchange offer for Shares (other than such an
offer by the Company) is commenced, or if the event specified in clause (iii) of
the definition of a Change in Control contained in Section 2 shall occur, unless
the Committee shall have otherwise provided in the Award Agreement, all Option
and SAR Awards theretofore granted and not fully exercisable shall become
exercisable in full upon the happening of such event and shall remain
exercisable in accordance with their terms; provided, however, that no Option or
SAR shall be exercisable by a director or officer of the Company within six
months of the date of grant of the Option or SAR and no Option or SAR which has
previously been exercised or otherwise terminated shall become exercisable.
16. Assignments and Transfers. Except as otherwise expressly
authorized by the Committee in the Award Agreement or any amendment thereto
during the lifetime of a Participant no Award nor any right or interest of a
Participant in any Award under the Plan may be assigned, encumbered or
transferred otherwise than by will or the laws of descent and distribution.
17. Employee Rights Under the Plan. No officer, Employee or
other person shall have a right to be selected as a Participant nor, having been
so selected, to be selected again as a Participant and no officer, Employee or
other person shall have any claim or right to be granted an Award under the Plan
or under any other incentive or similar plan of the Company or any Affiliate.
Neither the Plan nor any action taken under the Plan shall be construed as
giving any Employee any right to be retained in the employ of the Company or any
Affiliate.
18. Delivery and Registration of Shares. The Company's
obligation to deliver Shares with respect to an Award shall, if the Committee
requests, be conditioned upon the receipt of a representation as to the
investment intention of the Participant to whom such Shares are to be delivered,
in such form as the Committee shall determine to be necessary or advisable to
comply with the provisions of the Securities Act or any other applicable federal
or state securities laws. It may be provided that any representation requirement
shall become inoperative upon a registration of the Shares or other action
eliminating the necessity of the representation under the Securities Act or
other state securities laws. The Company shall not be required to deliver any
Shares under the Plan prior to (i) the admission of such Shares to listing on
any stock exchange or system on which Shares may then be listed, and (ii) the
completion of any registration or other qualification of the Shares under any
state or federal law, rule or regulation, as the Company shall determine to be
necessary or advisable.
19. Withholding Tax. Prior to the delivery of any Shares or
cash pursuant to an Award, the Company shall have the right and power to deduct
or withhold, or require the Participant to remit to the Company, an amount
sufficient to satisfy all applicable tax withholding requirements. The
Committee, in its sole discretion and pursuant to such procedures as it may
specify from time to time, may permit or require a Participant to satisfy all or
part of the tax withholding obligations in connection with an Award by (a)
having the Company withhold otherwise deliverable Shares, or (b) delivering to
the Company Shares already owned having a Market Value equal to the amount
required to be withheld. The amount of the withholding requirement shall be
deemed to include any amount which the Committee determines, not to exceed the
amount determined by using the maximum federal, state or local marginal income
tax rates applicable to the Participant with respect to the Award on the date
that the amount of tax to be withheld is to be determined for these purposes.
For these purposes, the value of the Shares to be withheld or delivered shall be
equal to the Market Value as of the date that the taxes are required to be
withheld.
20. Termination, Amendment and Modification of Plan. The Board
may at any time terminate, and may at any time and from time to time and in any
respect amend or modify, the Plan; provided however, that to the extent
necessary and desirable to comply with Rule 16b-3 under the Exchange Act or Code
section 422 (or any other applicable law or regulation, including requirements
of any stock exchange or quotation system on which the Company's common stock is
listed or quoted) shareholder approval of any Plan amendment shall be obtained
in the manner and to the degree as is required by the applicable law or
regulation; and provided further, that no termination, amendment or modification
of the Plan shall in any manner affect any Award theretofore granted pursuant to
the Plan without the consent of the Participant to whom the Award was granted or
transferee of the Award.
21. Effective Date and Term of Plan. The Plan shall become
effective upon its adoption by the Board of Directors, subject to ratification
by the shareholders of the Company at the next annual meeting, and shall
continue in effect for a term of ten years from the date of adoption by the
Board of Directors unless sooner terminated under Section 20 of the Plan.
22. Governing Law. The Plan and Award Agreements shall
be construed in accordance with and governed by the laws of the State of
Indiana.
23. Awards to Foreign Nationals and Employees Outside the
United States. To the extent the Committee deems it necessary, appropriate or
desirable to comply with foreign law or practice and to further the purpose of
this Plan, the Committee may, without amending this Plan, (a) establish special
rules applicable to Awards granted to Participants who are foreign nationals,
are employed outside the United States, or both, including rules that differ
from those set forth in this Plan, and (b) grant Awards to such Participants in
accordance with those rules.
Adopted by the Board of Directors of
Hurco Companies, Inc.
as of March 6, 1997
Adopted by the Shareholders of
Hurco Companies, Inc.
as of May 29, 1997
Approved as Amended by the Board of Directors of
------------------------------------------------
Hurco Companies, Inc. as of December 7, 1999
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FORM OF PROXY
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HURCO COMPANIES, INC. 1. To elect seven directors to serve until the
next Annual Meeting or until their successors are
duly elected and qualified.
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For All With- For All
Nominees hold Except
Mark box at right if you plan to attend the Annual Meeting. (01) Robert W. Cruickshank
(02) Michael Doar
(03) Hendrik J. Hartong, Jr.
Mark box at right if an address change or comment has been (04) Brian D. McLaughlin
noted on the reverse side of this card. (05) Richard T. Niner
(06) O. Curtis Noel
(07) Charles E. Mitchell Rentschler
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CONTROL NUMBER: To withhold authority to vote for any individual nominee,
RECORD DATE SHARES: mark the "For All Except" box and strike a line through
the name(s) of the nominee(s). Your shares will be voted
"For" the remaining nominees(s).
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2. To approve or disapprove a proposed amendment to the
Company's 1997 Stock Option and Incentive Plan which
(i) increase from 500,000 to 750,000 the number of
shares of common stock subject to issuance under the
plan, (ii) increases from 100,000 to 200,000 the number
of shares of common stock which may be granted to any
individual participant pursuant to awards made under
Please be sure to sign and date this Proxy. Date:_____________ the plan, and (iii) adds as eligible participants in
the Company's Board of Directors who are not employees
_____________________________ ________________________ of the Company.
___ ___ ___
For Against Abstain
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Shareholder Sign Here Co-Owner Sign Here 3. To transact such other business as may properly
come before the Annual Meeting or any adjournments
thereof.
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FORM OF PROXY
- BACK -
HURCO COMPANIES, INC.
One Technology Way, Indianapolis, Indiana 46268
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS - May 23, 2000
Solicited on Behalf of the Board of Directors
The undersigned hereby appoints as proxies Brian D. McLaughlin and Richard T.
Niner, or either of them, with full power of substitution, to vote all shares of
common stock which the undersigned is entitled to vote at the Annual Meeting of
Shareholders of Hurco Companies, Inc., to be held at Hurco's Corporate Office,
One Technology Way, Indianapolis, Indiana at 10:00 a.m. (Indianapolis time)
(11:00 a.m. EDT), on Tuesday, May 23, 2000 and any adjournments thereof, upon
the matters on the reverse side.
Only shareholders of record as of the close of business on March 17, 2000, are
entitle to notice of and to vote at the Annual Meeting or any adjournments
thereof. In the event there are not sufficient votes for approval of one or more
of the above matters at the time of the Annual Meeting, the Annual Meeting may
be adjourned in order to permit further solicitation of proxies. If you do not
expect to attend the Annual Meeting, please mark, sign and date the enclosed
proxy and return it in the enclosed return envelope which requires no postage if
mailed in the United States.
The share represented by the Proxy, unless otherwise specified, shall be
voted FOR each nominee listed on the reserve side.
PLEASE VOTE, DATE AND SIGN ON RESERVE SIDE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
Please sign this proxy exactly as your name(s) appear(s) on the reverse side
hereof. Joint owners should each sign personally. Trustees and other fiduciaries
should indicate the capacity in which they sign. If a corporation or
partnership, this signature should be that of an authorized officer who should
state his or her title.
Has Your Address Changed? Do You Have Any Comments?
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