Exhibit No. 10.2
GERBER SCIENTIFIC,
INC.
NON-EMPLOYEE DIRECTOR'S STOCK GRANT PLAN
AMENDED AND RESTATED
JANUARY 1, 2005
By resolutions of the
Board of Directors (the "Board") of Gerber Scientific, Inc. (the
"Company"), the Gerber Scientific, Inc. Non-Employee Director's
Stock Grant Plan (the "Plan") was approved effective October 1,
1999. The purpose of the Plan is to increase the ownership interest
in the Company of non-employee Directors whose services are
considered essential to the Company's growth and progress and to
provide a further incentive to serve as a Director of the
Company.
The Plan was amended
and restated, effective January 1, 2005, to reflect, among other
things, the provisions of new Section 409A of the Internal Revenue
Code (the "Code"). All amounts deferred under the Plan that are not
earned and vested as of January 1, 2005, and the earnings on such
amounts, are referred to as "Non-Grandfathered Amounts." All
amounts deferred under the Plan that are earned and vested as of
January 1, 2005, and the earnings on such amounts, are referred to
as "Grandfathered Amounts." Grandfathered Amounts and
Non-Grandfathered Amounts shall be separately accounted for under
the Plan.
The Plan provides an
annual grant of Shares of the Company's common stock ("Shares")
equal to $25,000 per year to non-employee members of the Board.
Shares will be credited quarterly. Receipt of the Shares will be
deferred in accordance with the provisions of this Plan.
Eligibility. Any
member of the Board who is not an employee of the Company and has
not been an employee during the preceding twelve (12) months
shall participate in the Plan.
Accounting. The
Company will establish a deferred Shares account ("Deferred Shares
Account") for each non-employee Director and will furnish each
non-employee Director with quarterly statements of the Shares
credited to his/her Deferred Shares Account.
Shares and dividends
credited to a Deferred Shares Account will be recorded by the
Company as current operating expenses and an unfunded liability for
such amounts will be accrued. The amounts credited to a Deferred
Shares Account will not be deductible on the Company's income tax
returns in the year accrued. The Company may deduct the amount
credited to a Deferred Shares Account in the year in which it is
distributed from the Deferred Shares Account and includable in the
recipient's gross income. !
Credited Shares.
Shares with a fair market value of $6,250 (rounded to the nearest
one-hundredth of a Share) will be credited quarterly on the last
business day of March, June, September, and December to the
non-employee Director's Deferred Shares Account, using the fair
market value of the Shares on such date. For purposes of this Plan,
fair market value shall mean, as applied to a specific date, the
closing price for the Shares on such date as reported in the New
York Stock Exchange-Composite Transactions by The Wall Street
Journal, or such other source as may provide this information, or
if no Shares were traded on such date, on the next preceding day on
which Shares were so traded ("Fair Market Value"). Non-employee
Directors must pay the aggregate par value for the credited Shares,
which payment shall be deemed made by services previously rendered
by the Directors.
Credited Dividends.
A non-employee Director's Deferred Shares Account will be credited
with dividends on the dividend payment date and converted to
additional Deferred Shares based on the then Fair Market Value. The
amount of the dividend credit shall be the number of Shares
(rounded to the nearest one-hundredth of a Share) determined by
multiplying the dividend amount per Share by the number of Shares
credited to the Deferred Shares Account as of the record date and
dividing the product by the Fair Market Value per Share on the
dividend payment date.
Shares Subject to the
Plan. Subject to adjustment as hereinafter provided, the total
number of Shares available for grants under the Plan on and after
January 1, 2003 shall be 150,000. Shares shall be made
available from presently authorized but unissued Shares or
authorized and issued Shares reacquired by the Company and held by
the Company as treasury stock, or a combination thereof. In no
event shall the Company be required to issue fractional Shares
under the Plan. Whenever under the terms of the Plan a fractional
Share would otherwise be required to be issued, there shall be paid
in lieu thereof one full Share.
Adjustments. In the
event of any change in the Shares through merger, consolidation,
stock split, stock dividend, reverse stock split, recapitalization,
combination, exchange of Shares, liquidation, split-up, split-off,
or the like, an appropriate adjustment shall be made in the Shares
held in the non-employee Director's Deferred Shares Account and in
the total number of Shares available for issuance under the
Plan.
Shareholder Rights.
Except as expressly provided herein, the Shares credited to the
non-employee Director's Deferred Shares Account(s) shall confer no
voting or other rights upon the non-employee Director as a
shareholder of the Company or otherwise, with respect to such
Shares, but shall confer only the right to receive such credited
Shares as and when provided under the terms of this Plan.
Restrictions on
Transfer. Except to the extent Shares are issued pursuant to an
effective registration statement under the Securities Act of 1933,
as amended ("Registered Shares"), Shares acquired under the Plan
may not be sold or otherwise disposed of except pursuant to an
effective registration statement unde
