W. H. BRADY CO.
1997 OMNIBUS INCENTIVE STOCK PLAN
1.01
Purpose . This plan shall be known as the W. H. Brady Co.
1997 Omnibus Incentive Stock Plan. The purpose of the Plan is to
provide an incentive for employees of W. H. Brady Co. and its
Affiliates to improve corporate performance on a long-term basis,
and to attract and retain employees by enabling employees to
participate in the future successes of the Company, and by
associating the long term interests of employees with those of the
Company and its shareholders. It is intended that the Plan and its
operation comply with the provisions of Rule 16b-3 under the
Securities Exchange Act of 1934 (or any successor rule). The Plan
is intended to permit the grant of Nonqualified Stock Options and
shares of Restricted Stock. The proceeds received by the Company
from the sale of Company Stock pursuant to the Plan shall be used
for general corporate purposes.
1.02 Effective
Date . The effective date of the Plan shall be May 12,
1997, subject to approval of the Plan by holders of a majority of
the outstanding voting common stock of the Company provided that
such approval is given within 12 months of the effective date.
Any Award granted prior to such shareholder approval shall be
expressly conditioned upon shareholder approval of the
Plan.
For Plan purposes,
except where the context clearly indicates otherwise, the following
terms shall have the meanings set forth below:
|
|
(a)
|
|
“ Affiliates ”
means any “subsidiary corporation” or “parent
corporation” as such terms are defined in Section 424 of
the Code.
|
|
|
|
|
|
|
|
(b)
|
|
“ Agreement ”
means a written agreement (including any amendment or supplement
thereto) between the Company and a Participant specifying the terms
and conditions of an Award.
|
|
|
|
|
|
|
|
(c)
|
|
“ Award ” shall
mean the grant of any form of Stock Option or Restricted
Stock.
|
|
|
|
|
|
|
|
(d)
|
|
“ Board ” shall
mean the Board of Directors of the Company.
|
|
|
|
|
|
|
|
(e)
|
|
“ Code ” shall
mean the Internal Revenue Code of 1986, as amended from time to
time.
|
|
|
|
|
|
|
|
(f)
|
|
“ Committee ”
shall mean the Committee described in Section 4.01.
|
|
|
|
|
|
|
|
(g)
|
|
“ Company ” shall
mean W. H. Brady Co., a Wisconsin corporation.
|
|
|
(h)
|
|
“ Company Stock ”
shall mean the Company’s Class A Non-Voting Common
Stock, $.01 par value, and such other stock and securities as may
be substituted therefor pursuant to Section 3.02.
|
|
|
|
|
|
|
|
(i)
|
|
“ Eligible Employee
” shall mean any regular salaried employee of the Company or
an Affiliate, including an employee who is a member of the Board,
who satisfies the requirements of Section 5.01.
|
|
|
|
|
|
|
|
(j)
|
|
“ Exercise Period
” shall mean the period of time provided pursuant to
Section 6.05 within which a Stock Option may be
exercised.
|
|
|
|
|
|
|
|
(k)
|
|
“ Fair Market Value
” on any date shall mean, with respect to Company Stock, if
the stock is then listed and traded on a registered national
securities exchange, or is quoted in the NASDAQ National Market
System, the average of the high and low sale prices recorded in
composite transactions as reported in the Wall Street
Journal (Midwest Edition) for such date or, if such date is not
a business day or if no sales of Company Stock shall have been
reported with respect to such date, the next preceding business
date with respect to which sales were reported. In the absence of
reported sales or if the stock is not so listed or quoted, but is
traded in the over-the-counter market, Fair Market Value shall be
the average of the closing bid and asked prices for such shares on
the relevant date.
|
|
|
|
|
|
|
|
(l)
|
|
“ Participant ”
means an Eligible Employee who has been granted an Award under this
Plan.
|
|
|
|
|
|
|
|
(m)
|
|
“ Person ” means
any individual or entity, and the heirs, personal representatives,
executors, administrators, legal representatives, successors and
assigns of such Person as the context may require.
|
|
|
|
|
|
|
|
(n)
|
|
“ Plan ” shall
mean the W. H. Brady Co. 1997 Omnibus Incentive Stock Plan, as set
forth herein, as it may be amended from time to time.
|
|
|
|
|
|
|
|
(o)
|
|
“ Restricted Stock
” means shares of Company Stock granted to a Participant
under Article VII.
|
|
|
|
|
|
|
|
(p)
|
|
“ Stock Option ”
means an option to purchase a stated number of shares of Company
Stock at the price set forth in an Agreement.
|
III. SHARES
SUBJECT TO AWARD
3.01 Available
Shares . The total number of shares of Company Stock authorized
for issuance shall not exceed two million (2,000,000) shares,
subject to adjustments under Section 3.02. The shares authorized
for issuance under the Plan may consist, in whole or in part, of
authorized but unissued Company Stock, or of treasury stock of the
Company. Shares subject to and not issued under a Stock Option that
expires, terminates, is canceled or forfeited for any
- 2 -
reason under
the Plan and shares of restricted Company Stock which have been
forfeited for any reason shall again become available for the
granting of Awards.
3.02 Changes in
Corporation Stock . In the event of any change in the
Corporation Stock resulting from a reorganization,
recapitalization, stock split, stock dividend, merger,
consolidation, rights offering or like transaction, the Committee
shall proportionately and appropriately adjust: (a) the
aggregate number and kind of shares authorized for issuance under
the Plan; and (b) in the case of previously-granted Stock
Options, the option price and the number and kind of shares subject
to the Stock Options, without any change in the aggregate purchase
price to be paid for the Stock Options.
4.01
Administration by the Committee . The Plan shall be
administered by the Committee. The Committee shall be a committee
designated by the Board to administer the Plan and shall initially
be the Compensation Committee of the Board. The Committee shall be
constituted to permit the Plan to comply with the provisions of
Rule 16b-3 under the Securities Exchange Act of 1934 (or any
successor rule). A majority of the members of the Committee shall
constitute a quorum. The approval of such a quorum, expressed by a
majority vote at a meeting held either in person or by conference
telephone call, or the unanimous consent of all members in writing
without a meeting, shall constitute the action of the Committee and
shall be valid and effective for all purposes of the
Plan.
4.02 Committee
Powers . Subject to Section 9.06, the Committee is
empowered to adopt, amend and rescind such rules, regulations and
procedures and take such other action as it shall deem necessary or
proper for the administration of the Plan and, in its discretion,
may modify, extend or renew any Award theretofore granted. The
Committee shall also have authority to interpret the Plan, and the
decision of the Committee on any questions concerning the
interpretation of the Plan shall be final and conclusive. The
express grant in the Plan of any specific power to the Committee
shall not be construed as limiting any power or authority of the
Committee. The Committee shall not incur any liability for any
action taken in good faith with respect to the Plan or any
Award.
Subject to the
provisions of the Plan, the Committee shall have full and final
authority to:
|
|
(a)
|
|
designate the Eligible Employees to
whom Awards shall be granted;
|
|
|
|
|
|
|
|
(b)
|
|
grant Awards in such form and amount
as the Committee shall determine;
|
|
|
|
|
|
|
|
(c)
|
|
impose such limitations,
restrictions and conditions upon any such Award as the Committee
shall deem appropriate, including conditions (in addition to those
contained in this Plan) on the exercisability of all or any portion
of a Stock Option or on the transferability or forfeitability of
Restricted Stock;
|
|
|
|
|
|
|
|
(d)
|
|
prescribe the form of Agreement with
respect to each Award;
|
- 3 -
|
|
(e)
|
|
waive in whole or in part any
limitations, restrictions or conditions imposed upon any such Award
as the Committee shall deem appropriate (including accelerating the
time at which any Stock Option may be exercised or the time at
which Restricted Stock may become transferable or
nonforfeitable);
|
|
|
|
|
|
|
|
(f)
|
|
determine the extent to which leaves
of absence for governmental or military service, illness, temporary
disability and the like shall not be deemed interruptions of
continuous employment.
|
5.01
Eligibility . Any employee of the Company and its Affiliates
(including officers and employees who may be members of the Board)
who, in the sole opinion of the Committee, has contributed or can
be expected to contribute to the profits, growth and success of the
Company shall be eligible for Awards under the Plan. A member of
the Committee or any person who is expected to become a member
within one year of any Award shall not be an Eligible Employee if
his or her status as an Eligible Employee would prevent the
Committee from being “disinterested” under
Rule 16b-3 under the Securities Exchange Act of 1934. From
among all such Eligible Employees, the Committee shall determine
from time to time those Eligible Employees to whom Awards shall be
granted. No Eligible Employee shall have any right whatsoever to
receive an Award unless so determined by the Committee.
5.02 No
Employment Rights . The Plan shall not be construed as
conferring any rights upon any person for a continuation of
employment, nor shall it interfere with the rights of the Company
or any Affiliates to terminate the employment of any person or to
take any other action affecting such person.
6.01 Stock
Options; General . Stock Options granted under the Plan shall
be in the form of Nonqualified Stock Options. Each Stock Option
granted under the Plan shall be evidenced by an Agreement which
shall contain the terms and conditions required by this
Article VI, and such other terms and conditions, not
inconsistent herewith, as the Committee may deem appropriate in
each case.
6.02 Stock
Option Holder’s Rights as a Shareholder . The holder of a
Stock Option shall not have any rights as a shareholder with
respect to the shares covered by a Stock Option until such shares
have been delivered to him or her.
6.03 Option
Price . The price at which each share of Company Stock covered
by a Stock Option may be purchased shall be not less than 100% of
the Fair Market Value of such stock on the date on which the option
is granted. The option price shall be subject to adjustment as
provided in Section 3.02 hereof.
6.04 Date Stock
Option Granted . For purposes of the Plan, a Stock Option shall
be considered as having been granted on the date on which the
Committee authorized the grant of
- 4 -
|
