EXHIBIT 10.2
MACDERMID, INCORPORATED
1995 EQUITY INCENTIVE PLAN
Effective May 15, 1995
1. PURPOSES. The purposes of the MacDermid, Incorporated 1995
Equity Incentive Plan (the "Plan") are (a) to enable MacDermid,
Incorporated and its subsidiary corporations (hereinafter referred to,
unless the context otherwise requires, as the "Company") to provide to
its employees the means to acquire a proprietary interest in the Company,
in order that such persons will have additional financial incentives to
contribute to the Company's growth and profitability, and (b) to enhance
the ability of the Company to attract and retain individuals of outstanding
ability upon whom the success of the Company will depend. The Plan is
intended to accomplish these goals by enabling the Company to grant awards
("Awards") in the form of restricted stock, all as more fully described
below.
2. ADMINISTRATION. The Plan shall be administered by a committee of
not fewer than two members of the Board of Directors of the Company (the
"Board"). Each member of the Committee shall be a "disinterested person"
within the meaning of Rule 16b-3(c) under the Securities Exchange Act of
1934, as amended (the "Act") and an "outside director" within the meaning
of Section 162(m)(4)(C)(i) of the Internal Revenue Code of 1986, as
amended (the "Code") and applicable Treasury regulations thereunder. The
Committee may adopt such rules and regulations as it may deem necessary
or advisable for the administration of the Plan. The Committee shall
have no authority to take any action if the authority to take such action,
or the taking of such action, would disqualify the Plan from the exemption
provided by Rule 16b-3 under the Act or any successor provision.
3. PARTICIPANTS. All employees of the Company shall be eligible to
receive Awards and thereby become participants in the Plan. In granting
Awards the Committee may include or exclude previous participants in the
Plan as the Committee may determine. Receipt of an Award shall in no way
be deemed to constitute a consent to or promise of continued employment
by the Company.
4. SHARES SUBJECT TO THE PLAN. Subject to adjustment as provided
herein, an aggregate of up to 50,000 shares of the Common Stock, without
par value per share (the "Common Stock"), shall be available for issuance
under the Plan. Such shares may be authorized and unissued shares or
shares held in the Company's treasury. If any Award in respect of shares
of Common Stock is forfeited for any reason or settled in a manner that
results in fewer shares of Common Stock outstanding than were initially
awarded, including without limitation the surrender of shares of Common
Stock in payment of any tax obligation on the Award, the shares of Common
Stock subject to such Award or so surrendered, as the case may be, to the
extent of such forfeiture or decrease, shall again be available for award
under the Plan.
5. GRANT OF AWARDS.
(a) Subject to the provisions of the Plan, the Committee may
award shares of restricted stock to a participant under the Plan. A
restricted stock Award entitles the recipient to acquire, for a purchase
price equal to or exceeding par value, shares of Common Stock subject to
the restrictions described in Section 6 below ("Restricted Stock"). A
maximum of 25,000 shares of Restricted Stock may be awarded by the
Committee in any year.
(b) Subject to the provisions of the Plan, the Committee shall
determine the persons to whom Awards are to be granted, the size of the
Award and all other terms and conditions of the Award, provided, however,
that in the case of a Plan participant who is also then a participant in
a Company annual bonus plan, any Award granted by the Committee to such
participant shall be comprised of:
(i) That number of shares of Restricted Stock having a fair
market value as of the date of the Award, as determined in good faith by
the Committee, equal to twenty (20) percent of the annual bonus payout
awarded to the participant under the applicable bonus plan (such Award
to be in lieu of payment of the allocable bonus amount); plus
(ii) That additional number of shares, if any, which the
Committee in its sole discretion determines is appropriate to award to
the participant for long-term compensation and which is a fraction or
multiple of the number of shares awarded to the participant under the
immediately preceding clause (i);
provided, further, however, that in no event shall the fair market value
of shares awarded to any participant under the preceding clauses (i) and
(ii) exceed in any year one hundred (100) percent of the annual bonus
payout awarded to the participant under the applicable bonus plan.
6. TERMS OF RESTRICTED STOCK.
(a) A participant who is granted a Restricted Stock Award will
have no rights with respect to such Award unless the participant accepts
the Award by written instrument delivered or mailed to the Company
accompanied by payment in full of the specified purchase price, if any,
of the shares covered by the Award. Payment may be by certified or bank
check or other instrument acceptable to the Committee.
(b) A participant who receives Restricted Stock will have all
rights of a stockholder with respect to the Stock, including voting and
dividend rights, subject to the restrictions described in this Section 6
and any other conditions imposed by the Committee at the time of grant.
Unless the Committee otherwise determines, certificates evidencing shares
of Restricted Stock will remain in the possession of the Company until
(i) such shares are free of all restrictions under the Plan and (ii) the
participant provides for payment to (or withholding by) the Company of all
amounts, if any, required under then applicable provisions of the Code and
state and local tax laws to be withheld with respect to the issuance of
such shares to the participant.
(c) Except as otherwise specifically provided by the Plan,
Restricted Stock may not be sold, assigned, transferred, pledged or
otherwise encumbered or disposed of, except to the Company (if the
Company agrees to purchase the shares) for an amount equal to the price
paid for the shares, for a period of four (4) years from the date of
issuance pursuant to an Award; provided, however, that the Committee in
its sole discretion may determine from time to time for any reason to
waive in whole or in part the restrictions applicable to any shares prior
to the expiration of such four (4) year period.
(d) If the employment of a holder of shares of Restricted Stock
is terminated for any reason other than death, retirement in accordance
with the Company's qualified pension plan at or after attainment of age
sixty (60), permanent disability or involuntary termination without
cause, while the shares are subject to the restrictions described in the
immediately preceding paragraph, the holder shall be required to sell
such shares to the Company for the price paid therefor by the holder, and
all rights of the holder with respect to such shares shall be immediately
canceled, unless the Company declines in writing to purchase the shares.
(e) If the employment of a holder of shares of Restricted Stock
is terminated for retirement in accordance with the Company's qualified
pension plan at or after attainment of age sixty (60), and the Committee,
at any time while the shares are subject to the restrictions described in
paragraph (c) above, determines that the holder, either before or after
termination of the holder's employment by the Company,
(i) has committed an act of misconduct for which he or she
could have been discharged for cause by the Company, or
(ii) has engaged, directly or indirectly, in competition
with the Company, whether as an officer, employee, agent, proprietor or
otherwise of, or by having any material investment or other material
interest in, any business that involves in whole or in part any product
or device similar to or competitive with any product or device sold by the
Company during the employment of the holder or under active development by
the Company at the time of the holder's cessation of employment, the holder
shall be required to sell such shares to the Company for the price paid
therefor by the holder, and all rights of the holder with respect to such
shares shall be immediately canceled, unless the Company declines in writing
to purchase the shares.
(f) If the employment of a holder of shares of Restricted Stock
is terminated due to involuntary termination without cause, while the
shares are subject to the restrictions described in paragraph (c) above,
the restrictions on such shares shall be deemed to have lapsed in annual
installments as follows: twenty-five (25) percent on the first anniversary
of the date of award of such shares and twenty-five (25) percent on each of
the next three anniversaries of such date (reduced in the event of any
resulting fraction to the next lowest whole number).
(g) If the employment of a holder of shares of Restricted Stock is
terminated due to death or permanent disability, while the shares are subject
to the restrictions described in paragraph (c) above, the restrictions on
such shares shall lapse as of the date of such event, and the holder shall
be free to dispose of the shares without further restriction.
(h) The restrictions imposed under this Section 6 shall apply
as well to all shares or other securities issued in respect of shares in
connection with any stock split, reverse stock split, stock dividend,
recapitalization, reclassification, spinoff, split-off, merger,
consolidation or reorganization. Any stock certificate issued in respect
of shares awarded under the Plan shall be registered in the name of the
participant, and shall bear an appropriate legend referring to the terms,
conditions and restrictions applicable to such shares.
7. CONDITIONS TO EFFECTIVENESS OF THE PLAN. The Plan shall not
become effective, and any Awards granted under the Plan shall not be
effective, unless and until the Plan shall have been duly approved by the
shareholders of the Company.
8. AMENDMENT AND TERMINATION. The Board by resolution at any time
may amend, suspend or terminate the Plan, provided that (a) no such
action shall be taken which impairs the rights of any participant under
any outstanding Award, without such participant's consent, and (b) no
amendment shall be made without shareholder approval if such approval
is necessary to comply with any applicable tax or regulatory requirement,
including any requirements for exemptive relief under Section 16(b) of
the Act, or any successor provision.
9. EFFECT OF CHANGES IN COMMON STOCK. If the Company shall
combine, subdivide or reclassify the shares of Common Stock which have
been or may be awarded under the Plan, or shall declare thereon any
dividend payable in shares of Common Stock, or shall take any other
action of a similar nature affecting the Common Stock, then the number
and class of shares of stock as to which Awards may thereafter be granted
(in the aggregate and to any participant) shall be appropriately adjusted
and, in the case of each Award outstanding at the time of any such
action, the number and class of shares subject to such Award shall
likewise be appropriately adjusted, all to such extent as may be
determined by the Committee in its sole discretion, with the approval of
counsel, to be necessary to preserve unimpaired the rights of the
participant. Each and every such determination shall be conclusive and
binding upon the participants.
10. EFFECT OF REORGANIZATIONS. In case of any one or more
reclassifications, changes or exchanges of outstanding shares of Common
Stock or other stock (other than as provided in Section 11), or
consolidations of the Company with, or mergers of the Company into, other
corporations, or other recapitalizations or reorganizations (other than
consolidations with a subsidiary in which the Company is the continuing
corporation and which do not result in any reclassifications, changes or
exchanges of shares of the Company), or in case of any one or more sales
or conveyances to any other corporation of the property of the Company as
an entirety, or substantially as an entirety, any and all of which are
hereinafter in this Section called "Reorganizations," a participant shall
have the right, upon any subsequent receipt of shares pursuant to an Award,
to acquire the same kind and amount of securities and property which such
participant would then have if such participant had received such shares
immediately before the first of any such Reorganizations and continued to
hold all securities and property which came to such participant as a result
of that and subsequent Reorganizations, less all securities and property
surrendered or canceled pursuant to any of the same, the adjustment rights
in Section 9 and this Section 10 being continuing and cumulative.
Notwithstanding any provision of Section 6 or any foregoing
provision of this Section 10 to the contrary, the Committee shall have
the right in connection with any Reorganization, upon not less than
thirty (30) days' written notice to the participants, to terminate all
outstanding Awards. In connection with such termination, the Committee
in its discretion, prior to the effective date of the reorganization, may
remove the restrictions from some or all outstanding shares of Restricted
Stock.
11. CHANGE IN CONTROL. In the event that at any time after the
effective date of the Plan the Company shall have a "Principal
Stockholder," as hereinafter defined, then notwithstanding anything to
the contrary contained herein, upon the date such event occurs, all
restrictions imposed pursuant to Section 6 with respect to shares shall
immediately lapse, unless the Board by unanimous vote of members who
served as directors before such event and who constitute at least fifty-one
(51) percent of the Board determines otherwise.
For purposes of this Section 11, (a) the term "Principal
Stockholder" means any corporation, person or other entity ("person")
owning beneficially, directly or indirectly, shares of the capital stock
of the Company entitled to cast twenty-five percent (25%) or more of the
votes at the time entitled to be cast generally in the election of
Directors by all of the outstanding shares of all classes of capital
stock of the Company (other than any such shares held by any qualified
employee benefit plan maintained by the Company), considered for purposes
of this Section 11 as one class; (b) in determining such ownership, a
person shall be deemed to be the beneficial owner of any shares of
capital stock of the Company which are beneficially owned, directly or
indirectly, by any other person (i) with which it or its "affiliate" or
"associate," as hereinafter defined, has any agreement, arrangement or
understanding for the purposes of acquiring, holding, voting or disposing
of capital stock of the Company or (ii) which is its "affiliate" or
"associate;" (c) a person shall be deemed to be an "affiliate" of, or
affiliated with, a specified person if such person directly, or indirectly
through one or more intermediaries, controls, or is controlled by, or is
under common control with, the person specified; and (d) the term
"associate" used to indicate a relationship with any person shall mean (A)
any corporation or organization (other than the Company or any subsidiary
of the Company) of which such person is an officer or partner or is,
directly or indirectly, the beneficial owner of ten percent (10%) or more
of any class of equity security, (B) any trust or other estate in which
such person has a substantial beneficial interest or as to which such
person serves as trustee or in a similar fiduciary capacity, and (C) any
relative or spouse of such person, or any relative of such spouse, who has
the same home as such person.
12. GENERAL PROVISIONS.
(a) Notwithstanding any other provision of the Plan, to the
extent required to qualify for the exemption provided by Rule 16b-3 under
the Act, and any successor provision, any Common Stock or other equity
security offered under the Plan to a person subject to Section 16 of the
Act may not be sold for at least six months after acquisition.
(b) Each Award under the Plan shall be evidenced by a writing
delivered to the participant specifying the terms and conditions thereof
and containing such other terms and conditions not inconsistent with the
provisions of the Plan as the Committee considers necessary or advisable
to achieve the purposes of the Plan or comply with applicable tax or
regulatory laws and accounting principles.
(c) The terms of each Award need not be identical, and the
Committee need not treat participants uniformly. Except as otherwise
provided by the Plan or a particular Award, any determination with
respect to an Award may be made by the Committee at the time of award
or at any time thereafter.
(d) No Award may be transferred other than by will or by the
laws of descent and distribution.
(e) When a participant purchases Restricted Stock pursuant to
an Award for a price equal to the par value of the Restricted Stock, the
Committee in its discretion may determine that such price has been
satisfied by past services rendered by the participant.
13. INTERPRETATION. The interpretation and construction of any
provision of the Plan and the adoption of rules and regulations for
administering the Plan shall be made by the Committee. Determinations
made by the Committee with respect to any matter or provision contained
in the Plan shall be final, conclusive and binding upon the Company and
upon all participants, their heirs and legal representatives. Any rule
or regulation adopted by the Committee (whether under the authority of
this Section or Section 2 above) shall remain in full force and effect
unless and until altered, amended or repealed by the Committee.