Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] 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 Section 240.14a-11(c) or Section
240 14a-14
SYMBOL TECHNOLOGIES, INC.
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(1)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
_______________________________________________________
2) Aggregate number of securities to which transaction applies:
_______________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
_______________________________________________________
4) Proposed maximum aggregate value of transaction:
_______________________________________________________
5) Total fee paid:
_______________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and date of its filing.
(1) Amount Previously Paid:
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(4) Date Filed:
SYMBOL TECHNOLOGIES, INC.
One Symbol Plaza
Holtsville, New York 11742-1300
____________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
May 8, 2000
____________________
To our shareholders:
The Annual Meeting of Shareholders of Symbol Technologies,
Inc. will be held at 10:00 A.M., local time, on May 8, 2000 at
Symbol Technologies, Inc., World Headquarters, One Symbol Plaza,
Holtsville, NY. At the meeting, shareholders will be asked to
vote on the following proposals:
Proposal 1. To elect ten directors of Symbol. Each
director will serve until their successors are
elected at the next Annual Meeting of
Shareholders;
Proposal 2. To approve the 2000 Directors' Stock Option
Plan;
Proposal 3. To ratify the appointment of independent
auditors for 2000; and
Proposal 4. To transact any other business that is
properly brought before the meeting.
Shareholders of record at the close of business on March
13, 2000 are entitled to receive this notice and to vote at the
meeting.
You may vote your shares by completing and returning the
enclosed proxy card or by telephone or via the Internet.
Submitting your instructions by any of these methods will not
affect your right to attend the meeting and vote.
By Order of the Board of Directors,
Leonard H. Goldner
Secretary
Dated: March 15, 2000
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SYMBOL TECHNOLOGIES, INC.
One Symbol Plaza
Holtsville, New York 11742-1300
____________________
PROXY STATEMENT
____________________
We are providing these proxy materials because the Board of
Directors of Symbol Technologies, Inc. is soliciting your proxy
to vote at Symbol's Annual Meeting of Shareholders at 10:00
A.M., local time on May 8, 2000, at Symbol Technologies, Inc.,
World Headquarters, One Symbol Plaza, Holtsville, New York, and
at any adjournment of this meeting. This Proxy Statement
contains information about the items being voted on at the
Annual Meeting and information about Symbol.
QUESTIONS AND ANSWERS
Who is entitled to vote?
Shareholders who own Symbol common stock on March 13, 2000
will be entitled to vote at the Annual Meeting. On that date,
there were 91,039,175 shares of common stock outstanding and
entitled to vote. Each share is entitled to one vote on each
matter properly brought before the meeting. Any references to
shares of Symbol common stock included in this Proxy Statement
have been adjusted to reflect the two stock splits effective in
1998 and 1999 but not the recently declared 3 for 2 stock split
which will be effective on April 5, 2000.
How do I vote?
This year Symbol is offering you three methods of voting:
- - You may indicate your vote on the enclosed proxy card,
sign and date the card and return the card in the
enclosed prepaid envelope.
- - You may vote by telephone by calling the toll free
number that appears on the enclosed proxy card and
following the instructions given.
- - You may vote via the Internet. Internet voting
instructions are provided on the enclosed proxy card.
-2-
All shares entitled to vote and represented by properly
completed proxies received before the meeting and not revoked
will be voted at the meeting as you instructed. If you do not
indicate how your shares should be voted on a matter, the shares
represented by your properly completed proxy will be voted as
the Board of Directors recommends.
What can I vote on?
- - The election of ten directors to serve for a term of
one year
- - To approve the 2000 Directors' Stock Option Plan
- - To ratify the appointment of independent accountants
to audit the financial statements of Symbol for 2000;
and
- - To transact any other business that is properly
brought before the meeting.
How does the Board recommend I vote on the proposals?
The Board recommends votes:
- - FOR each of the nominees for the Board of Directors.
- - FOR the approval of the 2000 Directors' Stock Option
Plan.
- - FOR the appointment of Deloitte & Touche LLP,
independent accountants to audit the financial
statements of Symbol for 2000.
May I change my vote?
You can revoke your proxy at any time before it is
exercised by timely delivery of a properly executed, later-dated
proxy card or telephone or Internet vote or by voting by ballot
at the meeting.
How many votes are required to hold a meeting?
A quorum is necessary to hold a valid meeting of
shareholders. The presence, in person or by proxy, of
shareholders representing of a majority of the shares of
Symbol's common stock outstanding and entitled to vote
constitutes a quorum. Abstentions and broker "non-votes" are
counted as present and entitled to vote for determination of a
quorum.
An abstention is a properly executed proxy marked ABSTAIN
for any matter. A broker "non-vote" occurs when you hold your
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shares in "street name" through a broker or other nominee and
you do not give your broker or nominee instructions on how to
vote on matters over which your broker or nominee does not have
voting discretion. If you do not provide voting instructions,
your shares may not be voted on these matters.
How many votes are required to pass a proposal?
A plurality of the votes cast is required to elect
directors. This means that the nominees who receive the
greatest number of votes for each open seat will be elected.
Votes withheld and broker "non-votes" are not counted for
purposes of electing directors.
A vote is withheld when a properly executed proxy is marked
VOTE WITHHOLD for the election of one or more directors.
The affirmative vote of a majority of the votes present or
represented and entitled to vote is required for all other
matters.
How will voting on any other business be conducted?
We do not know of any business or proposals to be
considered at the 2000 Annual Meeting other than the items
described in this Proxy Statement. If any other business is
proposed and we permit it to be presented at the meeting, the
signed proxies received from you and other shareholders give the
persons named the authority to vote on the matter according to
their judgment.
When are shareholder proposals for the 2001 Annual Meeting due?
To be included in the Proxy Statement for the 2001 Annual
Meeting, proposals must be received in writing by November 15,
2000.
Under the By-Laws of Symbol, notice of proposals to be
presented in person at the next Annual Meeting of Shareholders
must be received in writing by December 31, 2000.
Who receives proxy materials?
This Proxy Statement and enclosed proxy card are being
mailed to shareholders on or about April 5, 2000. Each
registered owner of Symbol common stock on March 13, 2000 should
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also receive a copy of Symbol's 1999 Annual Report to
Shareholders. If you have not received the Annual Report,
please contact us and we will send a copy at no expense to you.
May I inspect the shareholder list?
In accordance with Delaware law, a list of shareholders
entitled to vote at the meeting will be available at the
location of the Annual Meeting on May 8, 2000 and for 10 days
prior to the meeting at Symbol's World Headquarters between the
hours of 9:00 a.m. and 4:00 p.m. Eastern Standard Time.
Who bears the costs of this proxy solicitation?
Symbol pays the costs of this proxy solicitation. We have
also made arrangements with brokerage houses and other
custodians, nominees and fiduciaries of shares to send proxy
materials to shareholders. We may reimburse them for any
expenses they incur.
How can I contact Symbol to request materials or information
referred to in this Questions and Answers?
You may contact us:
- - By mail addressed to:
Symbol Technologies, Inc.
One Symbol Plaza
Holtsville, NY 11742-1300
Attention: Treasurer
- - By calling 631-738-2400
- - By leaving a message on our website at www.symbol.com
The closing price of Symbol's common stock on the New York
Stock Exchange on March 1, 2000 was $99.75 per share.
-5-
NOMINEES FOR ELECTION
The following information is supplied about the nominees
for election as directors of Symbol:
Positions and Offices Has Been a
Name Age Presently Held With Symbol Director Since
Jerome Swartz 59 Chairman of the Board of Directors 1975
Chief Executive Officer and Director
Harvey P. Mallement 59 Director 1977
Raymond R. Martino 61 Vice Chairman of the Board of Directors 1983
Saul P. Steinberg 60 Director 1985
Lowell C. Freiberg 60 Director 1985
George Bugliarello 72 Director 1992
Charles B. Wang 55 Director 1994
Tomo Razmilovic 57 President, Chief Operating Officer
and Director 1995
Leo A. Guthart 62 Director 1999
James Simons 61 Nomine
Dr. Swartz co-founded and has been employed by Symbol since
it commenced operations in 1975. He has been the Chairman of
the Board of Directors and Chief Executive Officer for more than
fifteen years. Dr. Swartz was an industry consultant for the
prior 12 years in the areas of optical and electronic systems
and instrumentation and has a total of some 160 issued and
allowed U.S. patents and technical papers to his credit. He is
a member of the Board of Trustees of Polytechnic University and
a member of the Board of Directors of the Stony Brook
Foundation. Dr. Swartz is also a fellow of the Institute of
Electrical and Electronic Engineers and a member elect to the
National Academy of Engineering. He has been the recipient of
the Institute of Electrical and Electronic Engineers' Ernst
Weber Leadership Award for career achievement. Effective July
1, 2000, Dr. Swartz will no longer serve as Chief Executive
Officer of Symbol. Dr. Swartz will continue as executive
Chairman of the Board of Directors and serve as Chief Scientist.
Mr. Mallement has been one of the Managing General Partners
of Harvest Partners, Inc., a private equity and leveraged buyout
investment management company since it began in April 1981. He
is an officer and director of seven privately held companies.
Mr. Martino was Symbol's President and Chief Operating
Officer from December 1983 until June 1994. He is currently the
Vice Chairman of the Board of Directors of Symbol and is
employed by Symbol on a part-time and consulting basis. Mr.
Martino is also a member of the Board of Directors of Checkpoint
Systems, Inc.
-6-
Mr. Steinberg is currently Chairman of the Board of
Directors of Reliance Group Holdings, Inc., a holding company
whose principal business is the ownership of property and
casualty insurance companies. He founded and was the Chairman
of the Board and Chief Executive Officer of Reliance Group
Holdings, Inc. and its predecessors from 1961 until 2000. He is
also a member of the Board of Trustees of the University of
Pennsylvania and Chairman of the Wharton School Board of
Overseers. Mr. Steinberg is also a director of Reliance
Insurance Company, Reliance Financial Services and Zenith
National Insurance Corp.
Mr. Freiberg has been employed by Reliance Group Holdings,
Inc. and its predecessors since 1969. Since 1998, Mr. Freiberg
has been its Executive Vice President and Chief Financial
Officer and before that, he served as the Senior Vice President
and Chief Financial Officer of that Company. He is a member of
the Board of Directors of LandAmerica Financial Group, Inc.
Dr. Bugliarello has been Chancellor of Polytechnic
University since July 1994. For the prior 21 years, he was
President of Polytechnic University. He has been a member of
several scientific organizations including past Chairman of the
Board of Science and Technologies for International Development
of the National Academy of Sciences. He is a member of the
National Academy of Engineering and is also the U.S. Member of
the Science for Stability Steering Group of the Scientific
Affairs Division of NATO. He is a member of the Board of
Directors of several organizations including Key Span Energy and
Comtech Laboratories.
Mr. Wang has been the Chief Executive Officer of Computer
Associates International, Inc. since 1976. He has been the
Chairman of the Board since 1980. Computer Associates is the
world's leading business software company with fiscal 1999
revenues exceeding $5.25 billion.
Mr. Razmilovic has been President and Chief Operating
Officer of Symbol since October 1995. He was previously Senior
Vice President, Worldwide Sales and Services. He joined Symbol
in 1989. Prior to joining Symbol, he was President of ICL
International, a major European computer manufacturer and he
also led its industry marketing and software development
divisions. Effective July 1, 2000, Mr. Razmilovic will assume
the responsibilities of Chief Executive Officer of Symbol.
-7-
Dr. Guthart has been Vice Chairman of the Board of Pittway
Corporation since 1987 and Chief Executive Officer of its
Security Group since 1981. This group includes ADEMCO, a
manufacturer of alarm equipment; ADI, the largest U.S.
distributor of security equipment; First Alert Professional
Security Systems, a brand name marketing program for alarm
dealers; and AlarmNet, a cellular radio service that transmits
alarm and security signals in major U.S. cities. Dr. Guthart
has served as a director of the Acorn Fund, a growth-oriented
mutual fund, since 1997. Since 1996, he has also served as non-
executive Chairman of Cylink Corporation, a supplier of
information security encryption equipment, and since 1993 as a
director of AptarGroup, Inc., a producer of dispensing valves,
pumps and closures for the pharmaceutical and fragrance
industries. From 1960 to 1963 Dr. Guthart served on the faculty
of Harvard Business School and from 1993 to 1996 he was Chairman
of the Board of Trustees of Hofstra University.
Dr. Simons has been the President of Renaissance
Technologies Corporation since 1982. Renaissance Technologies
Corporation is an investment firm dedicated to the use of
mathematical methods. From 1968 to 1975, Dr. Simons served as
Chairman of the Mathematics Department of S.U.N.Y. Stony Brook.
Dr. Simons has been a founder and director of Franklin
Electronic Publishers since 1981 and Cylink Corporation since
1983. Dr. Simons serves as Chair Emeritus of the Stony Brook
Foundation Board at S.U.N.Y. Stony Brook, is a member of the
Board of Governors of the New York Academy of Science and is a
director of B.S.A., the management organization of Brookhaven
National Laboratories. Dr. Simons has taught mathematics at
M.I.T. and Harvard University and served as a cryptanalyst at
the Institute of Defense Analysis in Princeton.
Pursuant to agreements between Reliance and Symbol,
Reliance currently has the right to designate one person to
Symbol's Board of Directors. Reliance has designated Mr.
Steinberg.
MEETINGS OF THE BOARD
During the fiscal year ended December 31, 1999 the Board
of Directors held five meetings. Other than Mr. Wang, each
director attended 75% or more of the aggregate of (1) the
total number of meetings of the Board of Directors and (2) the
total number of meetings held by all the committees of the Board
on which that director served.
-8-
The Board of Directors has an Audit Committee. Mr.
Mallement and Mr. Bugliarello are the members. The primary
functions of the Audit Committee are to review Symbol's
financial statements, to recommend the appointment of Symbol's
independent auditors and to review the overall scope of the
audit. The Audit Committee held five meetings in 1999.
The Board of Directors has a Compensation/Stock Option
Committee consisting of Mr. Freiberg and Mr. Steinberg. The
primary functions of this Committee are to review the salaries,
benefits and any other compensation of Symbol's senior executive
officers, to make recommendations to the Board of Directors
about these matters and to administer Symbol's stock option
plans. During 1999, the Committee held five meetings.
The Board of Directors has a Nominating Committee. Dr.
Swartz and Mr. Steinberg are the members. The primary function
of this committee is to review and recommend to the Board
potential candidates for election to the Board of Directors.
The committee met once in 1999. Shareholders may recommend
candidates for consideration by the committee by providing
written notice to the Secretary of Symbol by December 31 of the
year before the date of the meeting. You should send this
notice to Symbol's offices in Holtsville, New York. Please
provide the candidate's name, biographical data and
qualifications. Recommendations should include a written
statement from the individual of his or her consent to be
nominated as a candidate and, if nominated and elected, to serve
as a director.
-9-
PRINCIPAL SHAREHOLDERS
In the following table, you can find information about
Symbol common stock owned by any person that Symbol knows owns
more than 5% of Symbol's common stock:
Name and Address Amount and Nature of Percent of
of Beneficial Owner Beneficial Ownership(1) Common Stock
Saul P. Steinberg and
Reliance Financial Services Corporation 7,539,913(2) 8.3%
Park Avenue Plaza
New York, New York 10055
Forstmann-Leff Associates,LLC 7,165,399(3) 8.1%
55 East 52nd Street
New York, New York 10055
Edward C. Johnson III, Abagail P.
Johnson and F.M.R. Corp. 6,007,922(4) 6.8%
82 Devonshire Street
Boston, Massachusetts 02109
_____________
(1) The table identifies any persons having sole voting and
investment power over shares shown opposite their names as
of December 31, 1999 except as otherwise stated in the
footnotes to the table. Symbol obtained this information
from publicly filed documents or it was furnished to
Symbol.
(2) The number of shares owned as of March 14, 2000 according
to a statement on Schedule 13D filed with the Securities
and Exchange Commission. This number includes:
- - 6,372,914 shares owned by Reliance Insurance Company, a
subsidiary of Reliance Financial Services Corporation.
- - 668,587 shares owned by Reliance National Indemnity
Company, a subsidiary of Reliance Insurance Company.
- - 492,787 shares owned by United Pacific Insurance
Company, a subsidiary of Reliance Insurance Company.
Each of the corporations listed has sole voting and dispositive
power over all of the shares directly owned by it. Reliance
Financial Services Corporation is a wholly owned subsidiary of
Reliance Group Holdings, Inc. Approximately 44% of the common
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voting stock of Reliance Group Holdings, Inc. is held by Saul P.
Steinberg, members of his family and affiliated trusts. As a
result of his stock holdings in Reliance Group Holdings, Inc.,
Mr. Steinberg may be deemed to control Reliance Financial
Services Corporation and to be an owner of the shares owned by
Reliance Financial Services Corporation. Mr. Steinberg
disclaims ownership of the shares owned by Reliance Financial
Services Corporation. Also includes 5,625 shares Mr. Steinberg
owns which may be acquired within 60 days of March 1, 2000 upon
exercise a warrant held by him.
(3) The number of shares owned as of December 31, 1999
according to a statement on Schedule 13G filed with the
Securities and Exchange Commission. These shares include
the following shares owned by FLA Asset Management, LLC,
Stamford Advisers LLC, Forstmann-Leff Associates LP and FLA
Advisers LLC.
- - Forstmann-Leff Associates, LLC, an investment advisor,
has sole power to vote or direct the vote of 2,576,971 of
these shares and sole power to dispose of or to direct the
disposition of 3,049,551 of these shares, shared power to
vote or direct the vote of 2,453,024 of these shares and
shared power to dispose of or direct the disposition of
4,115,848 of these shares.
- - FLA Asset Management, LLC, an investment advisor and
subsidiary of Forstmann-Leff Associates, LLC owns
2,211,461 of these shares and has shared power to vote or
direct the vote of 548,637 of these shares and shared
power to dispose of or direct the disposition of 2,211,461
of these shares.
- - Forstmann-Leff Associates, L.P., an investment advisor
whose general partner is FLA Asset Management, LLC, owns
52,300 shares and has shared power to vote or direct the
vote of and shared power to dispose of or direct the
disposition of these shares. These shares are included in
the shares owned by FLA Asset Management LLC.
- - FLA Advisors LLC, an investment advisor whose managing
members constitute a majority of the Executive Committee
of the Board of Managers of Forstmann-Leff Associates, LLC
owns 1,904,387 shares and has shared power to vote or
direct the vote of and shared power to dispose of or
direct the disposition of these shares.
-11-
- - Stamford Advisers LLC, an investment advisor and a
subsidiary of FLA Advisers LLC owns 51,862 shares and has
shared power to vote or direct the vote of and shared
power to dispose of or direct the disposition of these
shares. These shares are included in the shares owned by
FLA Advisers LLC.
No one client owns more than 5% of such shares
(4) The number of shares owned as of December 31, 1999
according to a statement on Schedule 13G filed with the
Securities and Exchange Commission. Mr. Johnson serves as
Chairman and Abigail P. Johnson is a Director of FMR Corp.
Mr. Johnson owns 12.0% and Abigail P. Johnson owns 24.5% of
the outstanding voting stock of FMR Corp. Members of the
Edward C. Johnson III family own shares of common stock
representing approximately 49% of the voting power of FMR
Corp. Mr. Johnson and members of his family may be deemed
to form a controlling group with respect to the common
voting stock of FMR Corp.
Of these shares:
- - 5,689,575 are owned by Fidelity Management & Research
Company, an investment advisor and a wholly owned
subsidiary of FMR Corp. Edward J. Johnson, III, and FMR
Corp. through its control of Fidelity Management &
Research Company each has sole power to dispose of
these shares.
- - 308,347 are owned by Fidelity Management Trust Company,
a bank and a wholly owned subsidiary of FMR Corp.
Mr.Johnson and FMR Corp. through its control of Fidelity
Management Trust Company each has sole power to dispose
of these shares and sole power to vote or direct the
vote of 166,347 of these shares.
- - 10,000 are owned by Fidelity International Limited, an
investment advisor. A partnership controlled by Mr.
Johnson and Members of his family owns shares of
Fidelity International Limited voting stock with the
right to cast 39.8% of the total votes which may be cast
by all holders of Fidelity International Limited voting
stock.
No one client owns more than 5% of such shares.
-12-
SECURITY OWNERSHIP OF MANAGEMENT
In the following table you can find information about the
common stock of Symbol owned as of March 1, 2000, except as
otherwise stated in the footnotes to the table, by:
- - all directors and nominees
- executive officers listed in the following Summary
Compensation Table
- all executive officers and directors as a group
Name of Individual or Amount and Nature of Percent of
Identity of Group Beneficial Ownership(1) Common Stock
Jerome Swartz 3,992,624(2) 4.2%
Harvey P. Mallement 113,586(3) *
Raymond R. Martino 248,312(4) *
Saul P. Steinberg 7,539,913(5) 8.3%
Lowell C. Freiberg 91,498 (6) *
George Bugliarello 49,123 (7) *
Charles B. Wang 94,687(8) *
Tomo Razmilovic 1,129,527(9) 1.2%
Leo A. Guthart 0 *
James Simons 0 *
Leonard H. Goldner 495,829(10) *
Kenneth V. Jaeggi 86,151 *
Richard Feldt 180,749(11) *
___
All executive officers and directors 15,251,027(12) 15.8%
as a group (consisting of 21 individuals)
____________________
* Less than 1%
(1) The persons identified in this table have sole voting and
investment power over the shares of Symbol common stock
stated above, except as stated otherwise in these
footnotes. This information was obtained from publicly
filed documents and from information the directors,
nominees and executive officers have given to us.
(2) This number includes:
- - 3,050,437 shares which may be acquired upon the
exercise of options within 60 days of March 1, 2000.
- - 15,216 shares owned by his wife.
- - 76,957 shares held in trust of which Dr. Swartz is the
income beneficiary and his children are the residual
beneficiaries.
-13-
- - 850,014 shares owned by Dr. Swartz. 405,000 of these
shares are subject to "European Collar" arrangements.
Dr. Swartz has shared investment power over the shares
covered by these arrangements.
Dr. Swartz disclaims beneficial ownership of shares owned by or
for the benefit of members of his family.
(3) This number includes 44,061 shares that may be acquired
upon the exercise of options and a warrant within 60 days
of March 1, 2000 and 69,525 shares owned by Mr. Mallement.
(4) This number includes 9,000 shares that may be acquired by
Mr. Martino upon the exercise of options within 60 days of
March 1, 2000 and 239,312 owned by Mr. Martino
(5) This number includes 5,625 shares that may be acquired by
Mr. Steinberg upon the exercise of a warrant within 60 days
of March 1, 2000 and 7,534,288 shares owned by Reliance
Financial Services Corporation and its subsidiaries as of
March 14, 2000. See "Principal Shareholders."
(6) This number includes 44,061 shares that may be acquired
upon the exercise of options and a warrant within 60 days
of March 1, 2000 and 47,437 shares owned by Mr. Freiberg.
Mr. Freiberg disclaims any ownership of the shares owned by
Reliance Financial Services Corporation. See "Principal
Shareholders."
(7) This number includes 44,061 shares that may be acquired
upon the exercise of options and a warrant within 60 days
of March 1, 2000 and 5,062 shares owned jointly by Dr.
Bugliarello and his wife.
(8) This number includes 60,937 shares that may be acquired
upon the exercise of options and a warrant within 60 days
of March 1, 2000 and 33,750 shares owned by Mr. Wang.
(9) This number includes 954,254 shares that may be acquired
upon the exercise of options within 60 days of March 1,
2000 and 175,273 shares owned by Mr. Razmilovic. 99,309 of
these shares are subject to a "European Collar"
arrangement. Mr. Razmilovic has shared investment power
over the shares covered by this arrangement.
-14-
(10) This number includes:
- 279,687 shares that may be acquired upon the exercise
of options within 60 days of March 1, 2000. 87,187 of
these shares are held by a trust for the benefit of his
wife and children. Mr. Goldner's wife is a co-trustee
of this trust.
- 4,100 shares owned by his wife.
- Mr. Goldner owns 212,042 shares. 167,000 of these
shares are subject to "European Collar" arrangements.
Mr. Goldner has shared investment power over the shares
covered by these arrangements.
Mr. Goldner disclaims beneficial ownership of the shares
held in trust and owned by his wife.
(11) 102,122 of these shares are subject to "European Collar"
arrangements. Mr. Feldt has shared investment power over
the shares covered by these arrangements.
(12) This number includes 5,395,830 shares that may be acquired
upon the exercise of options and warrants within 60 days
of March 1, 2000.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934
requires our directors and executive officers, and persons who
own more than 10% of a registered class of Symbol's common
stock, to file a report of holdings and transactions in Symbol
common stock with the Securities and Exchange Commission and the
New York Stock Exchange and to furnish Symbol with copies of all
Section 16(a) forms they file.
Based on our records and other information furnished to us,
we believe that, during 1999 executive officers, directors and
greater than 10% shareholders complied with all filing
requirements applicable to them.
-15-
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Our Compensation/Stock Option Committee is composed
entirely of outside directors. Mr. Freiberg and Mr. Steinberg
are the current members of the Committee. They have never been
officers or employees of Symbol.
COMPENSATION/STOCK OPTION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION
Role of the Compensation Committee
A primary role of the Committee is to oversee compensation
practices for Symbol's senior executive officers. Our
responsibilities include:
- - reviewing the salaries, benefits and other compensation
of Symbol's senior executive officers
- - making recommendations to the full Board of Directors
with respect to executive compensation; and
- - administering Symbol's stock option plans.
Our goal is to ensure that Symbol's financial resources are
used effectively to support its short- and long-term business
objectives. We have available to us an outside compensation
consultant and access to independent compensation data.
Executive Compensation Guiding Principles
In our oversight capacity, we adhere to several guiding
principles. We take the position that the executive
compensation program should:
- - target pay levels at rates that are competitive. Our
goal is to ensure that Symbol can attract and retain
high performing management talent, particularly in the
areas of technology in which it competes.
- - relate compensation to performance. Overall
compensation paid to senior executives should be tied to
how well Symbol performs financially. We also believe
that the better an individual performs, the higher the
individual's compensation should be.
- - encourage share ownership on the part of key employees.
Our goal is to align the interests of management and
investors to build shareholder value.
-16-
As described below, our executive compensation program is
designed to balance short- and long-term financial objectives,
reward the performance and contribution of individual officers
and to attract and retain top quality management talent. We
believe that the executive compensation program supports
Symbol's business goals and human resource strategies.
Description of Compensation Policies
It is Symbol's policy to pay its senior executives at
levels that reflect Symbol's financial performance relative to
comparable organizations. This policy is implemented by a
program comprised of elements that:
- - reward individual performance
- - provide motivation to achieve corporate financial targets
that are consistent with shareholder expectations; and
- - encourage long-term share ownership.
The three elements of Symbol's compensation program are:
- - Base salary
- - Executive Bonus Plan
- - Stock option awards
Symbol, with the assistance of outside consulting firms,
periodically compares its compensation program with the
compensation practices of approximately 30 selected companies.
This panel consists of "high tech" companies with which Symbol
competes in attracting and retaining employees. Eleven of the
panel companies are included in the S&P Technology Sector Index.
Symbol targets the total compensation paid to its senior
executives at approximately the 75th percentile of the panel
companies (after adjusting for the different magnitude of
revenues).
Based on a review of Internal Revenue Service regulations,
we believe that all compensation paid in 1999 and payable in
2000 to Symbol's senior executive officers will be fully
deductible by Symbol. We will continue to review Symbol's
compensation programs and may revise these programs as we deem
necessary.
Relationship of Executive Compensation to Performance
Base Salary
We review executive officers' base salaries each year. Dr.
Swartz' annual base salary was reviewed in July 1999 and at that
-17-
time was increased by 5%, effective July 1, 1999. His current
base salary is $917,070. We will review Dr. Swartz' base salary
again in July 2000.
In determining executive salary increases, we consider a
number of factors, including:
- - individual performance on the job
- - external market pay practices
- - the value the executive adds to Symbol; and
- - the executive's level of experience and expertise.
Adjustments in base salary are generally not based upon the
financial performance of Symbol. In assessing Dr. Swartz, we
considered his effectiveness as Chairman of the Board and Chief
Executive Officer of Symbol as well as his many noteworthy
contributions to Symbol. These contributions include 110 issued
U.S. patents that he has assigned to Symbol and which provide
competitive advantages to Symbol and have also generated
significant licensing revenues that have materially added to
Symbol's profitability.
Executive Bonus Plan
Symbol promotes a pay-for-performance philosophy. A
significant element of annual compensation is linked to the
financial performance of Symbol. In 1999, we adopted and the
Board of Directors and shareholders ratified a new Executive
Bonus Plan that was substantially similar to Symbol's previous
executive bonus plan. The purpose of the plan is to tie the
level of annual executive incentive compensation to the
financial performance of Symbol. All executive officers of
Symbol participate in the Executive Bonus Plan. We have full
authority to construe, interpret and administer the Executive
Bonus Plan, as well as to determine the extent to which
operating performance standards have been met. We also have
authority to modify (prior to the beginning of the calendar year
for which the targets will be applicable) the targets for the
performance goals under the Executive Bonus Plan.
Under the Executive Bonus Plan, each year we establish
corporate financial performance objectives (exclusive of
extraordinary revenues and charges), based on earnings per
share. We have identified three levels of performance:
- - threshold performance, at which the minimum award (one-
half a participant's target bonus) will be earned and
below which no award will be earned
-18-
- - target performance, at which the target award will be
earned; and
- - maximum performance, at which the maximum award (twice a
participant's target bonus) will be earned and above
which no additional award will be earned.
For 2000, threshold performance has been established at
results equal to 85% of Symbol's 2000 Business Plan; target
performance has been established at results equal to 100% of the
2000 Business Plan; and maximum performance has been established
at results equal to or greater than 115% of the 2000 Business
Plan.
Each participant in the Executive Bonus Plan has been
assigned a target bonus representing a percentage of the
participant's base salary. The target bonus for 2000 for
Messrs. Swartz and Razmilovic is 100%, for Messrs. Goldner and
Jaeggi is 50%. These target bonuses conform to their individual
employment agreements and their levels of responsibility. The
target bonuses for other participants in the Executive Bonus
Plan are established by Messrs. Swartz and Razmilovic based on
the individual's performance and relative level of
responsibility. They range from 35% to 50% of base salary.
Messrs. Swartz and Razmilovic's bonuses will be determined
solely on the basis of corporate financial performance. 25% of
all other participants' bonuses will be based on individual
performance during the year. 75% will be based on corporate
financial performance. In 1999, all participants in the
Executive Bonus Plan received bonuses equal to 116.7%, of their
target bonus, in 1998, they received bonuses equal to 161.9% of
their target bonus and in 1997 they received bonuses equal to
112.5% of their target bonus (less adjustments in certain
instances for individual performance).
Stock Options
Symbol reinforces the importance of producing satisfactory
returns to shareholders over the long term through the operation
of its stock option plans. Stock options provide employees with
the opportunity to become shareholders of Symbol, and to
participate in the creation of shareholder value as reflected in
growth in the price of Symbol's common stock.
Option exercise prices are equal to 100% of the fair market
value of Symbol's common stock on the date of option grant.
-19-
This ensures that participants will derive benefit only as
shareholders realize corresponding gains. To encourage a long-
term decision making perspective, options are assigned a 10 year
term and generally become exercisable over four to five years
following a two-year waiting period.
We grant additional options to selected employees based on
an assessment of competitive compensation practices,
particularly in high technology industries, individual
contribution and performance. We believe that granting stock
options reinforces Symbol's objective of insuring a strong link
between employee rewards and shareholder interests. In February
1999, we granted Dr. Swartz options to purchase 285,000 shares
of Symbol's common stock. 165,000 of these options have an
exercise price of $35.54 per share and will vest on January 1,
2004 subject to accelerated vesting if Symbol reaches certain
levels of earnings per share in 1999 and 2000. 120,000 of these
options have an exercise price of $38.67 per share. The right
to purchase 48,000 shares under this option will vest on January
1, 2001, 36,000 will vest on each of the next two consecutive
anniversary dates of that date. In May 1999, we granted Dr.
Swartz an option to purchase 30,000 shares of Symbol's stock at
an exercise price of $35.54 per share. The right to purchase
12,000 shares under this option will vest on January 1, 2001,
9,000 will vest on each of the next two consecutive anniversary
dates of that date. The exercise price of all options granted to
Dr. Swartz was equal to the closing price of Symbol's common
stock on the date each option was granted. We granted these
options because of Dr. Swartz' contributions and Symbol's strong
financial performance in 1998 and 1999 and anticipated strong
performance in subsequent years.
Effective January 1, 1995, we established for executive
officers a stock ownership and option retention program that we
administer. We firmly believe that the long term interests of
Symbol's shareholders are best served when management maintains
a significant, equity-based interest in Symbol. We consider both
vested, unexercised options and shares owned as meaningful
expressions of such interest. We developed a program with target
levels of equity interest for each executive officer. Under the
program, without the Committee's prior permission, if an
executive has not attained the minimum requirements described
below, his ability to exercise options or sell shares is
limited. Executive officers must agree to participate in the
program to be eligible to receive option awards after January 1,
1995. All current executive officers have agreed to participate
in the program.
-20-
The program limits the exercise of vested options (other
than in the last year of the term of an option) unless the
executive meets and will continue to meet the equity interest
requirement described below after the exercise and sale of
shares acquired upon exercise. The equity interest requirement
provides that the combined value of Symbol's common stock and
vested options held by the executive, each valued at the then
market price of Symbol's common stock, must be equal to or
greater than a designated multiple of the executive's annual
base salary plus target bonus.
If the equity interest requirement is satisfied, the
program allows for the exercise of vested options within strict
limits. At least 50% of the net after tax proceeds obtainable
upon the exercise of any option (other than options awarded
after January 1, 1994 in connection with an executive's initial
hire or initial promotion to an executive officer position, or
options already held by persons who were promoted to an
executive officer position after January 1, 1994) must be
retained in the form of shares of Symbol's common stock unless
and until the executive owns shares of common stock having a
market value equal to a specified multiple of his base salary.
Equity Interest Share Ownership
Position Requirement Requirement
Chairman of the Board 7 times base salary 5 times base salary
plus target bonus
President 5 times base salary 3 times base salary
plus target bonus
Senior Vice President 3 times base salary 2 times base salary
plus target bonus
Vice President 2 times base salary 1 times base salary
plus target bonus
Summary
We are responsible for recommending to the Board, for its
approval, compensation decisions affecting Symbol's senior
executive officers. Our goal is to ensure that the overall
compensation offered to senior executive officers is:
- - consistent with Symbol's interest in providing
competitive pay opportunities,
- - reflective of its pay-for-performance orientation,
-21-
- - encourages share ownership on the part of executives; and
- - is supportive of Symbol's short-and long-term business
goals.
We will continue to actively monitor the effectiveness of
Symbol's senior executive compensation plans and assess the
appropriateness of senior executive pay levels to assure prudent
application of Symbol's resources.
Compensation /Stock Option Committee
Lowell C. Freiberg, Chairman
Saul P. Steinberg
MANAGEMENT REMUNERATION AND TRANSACTIONS
In the following Summary Compensation Table you can find
compensation information about Symbol's Chief Executive Officer
and the four other executive officers who were the most highly
paid in 1999.
-22-
Summary Compensation Table
Annual Compensation LongTerm Compensation
Name and
Principal Other Annual Securities Underlying All Other
Position Year Salary Bonus(E) Compensation(F) Options (No.) Compensation
Jerome Swartz 1999 $895,651(A) $1,045,300 $0 315,000 $ 67,656(G)
Chairman of the 1998 $849,185(B) $1,374,831 $0 870,000 $ 66,002(G)
the Board and 1997 $757,962(C) $ 852,707 $0 607,500 $ 56,652(G)
Chief Executive
Officer and
Director
Tomo Razmilovic 1999 $635,749(A) $ 742,000 $0 180,000 $ 12,373(H)
President and 1998 $589,667(B) $ 954,671 $0 487,500 $ 5,000(I)
Chief Operating 1997 $500,032(C) $ 421,902 $100,000 364,500 $ 4,750(I)
Officer and
Director
Leonard H. Goldner 1999 $378,040(A) $ 220,600 $0 67,500 $ 4,800(I)
Senior Vice 1998 $356,754(B) $ 288,792 $0 56,250 $ 5,000(I)
President and 1997 $291,200(C) $ 147,420 $0 151,875 $ 4,750(I)
General Counsel
and Secretary
Kenneth V.Jaeggi 1999 $364,020(A) $ 212,500 $0 49,500 $ 61,108(J)
Senior Vice 1998 $348,619(B) $ 282,207 $0 33,750 $ 5,000(I)
President and 1997 $206,250(D) $ 116,016 $66,797 225,000 $ 135,110(J)
Chief Financial
Officer(C)
Richard M. Feldt 1999 $343,012(A) $ 200,200 $0 37,500 $ 4,800(I)
Senior Vice 1998 $339,454(B) $ 274,788 $0 45,000 $ 5,000(I)
President and 1997 $309,795(C) $ 174,260 $0 118,125 $ 27,290(K)
General Manager,
Operations
___________________
-23-
A Includes $9,600 in contributions to Symbol's 401(k)
deferred compensation plan.
B Includes $10,000 in contributions to Symbol's 401(k)
deferred compensation plan.
C Includes $9,500 in contributions to Symbol's 401(k)
deferred compensation plan.
D Includes $6,000 in contributions to Symbol's 401(k)
deferred compensation plan.
E Represents amounts earned and accrued pursuant to Symbol's
Executive Bonus Plan. Amounts indicated are earned and
accrued in the fiscal year indicated but are generally paid
in the first quarter of the next succeeding year.
F Includes special one-time bonus awards. Not included are
the amounts of certain perquisites and other personal
benefits provided by Symbol since such amounts do not
exceed the lesser of (i) $50,000 or (ii) 10% of the total
annual salary and bonus reported in the table for any named
executive officer.
G Represents:
- - $4,750 in 1997 and, $5,000 in 1998 and $4,800 in 1999 for
contributions to Symbol's 401(k) deferred compensation
plan
- - $19,402 in 1997, $21,002 in 1998 and $22,856 in 1999 for:
premiums paid on his behalf on term life insurance
policies. Dr. Swartz' family members are the
beneficiaries of these policies
- - the estimated economic benefit of insurance premium
payments made by Symbol on split-dollar whole life
policies. Dr. Swartz' family members are beneficiaries of
these policies but Symbol will eventually recover all of
the premiums paid
- - a non-reimbursable expense allowance of $32,500 in 1997 and
$40,000 in 1998 and 1999.
-24-
H Represents $4,800 for contribution to Symbol's 401(K)
deferred compensation plan; and
- - $7,573 for the estimated economic benefit of insurance
premium payments made by Symbol on split-dollar whole
life policies. Mr. Razmilovic's family members are
beneficiaries of these policies but Symbol will
eventually recover all of the premiums paid.
I Represents contributions to Symbol's 401(k) deferred
compensation plan.
J Represents:
- - $3,000 in 1997 and $4,800 in 1999 in contributions to
Symbol's 401 (k) deferred compensation plan; and
- - $132,110 in 1997 and $56,308 in 1999 for retroactive
reimbursement of relocation expenses associated with Mr.
Jaeggi's relocation to the Long Island area.
K Represents $4,750 in contributions to Symbol's 401(k)
deferred compensation plan, and $22,540 in retroactive tax
adjustments in connection with Mr. Feldt's relocation to
the Long Island area.
In 1995, we entered into an employment agreement with Dr.
Swartz that terminates on June 30, 2000. Dr. Swartz will
receive an annual base salary of $917,070 through June 30, 2000.
His base salary will be reviewed in July 2000. Dr. Swartz also
participates in Symbol's Executive Bonus Plan. The target
amount of his bonus is 100% of his base salary. If his
employment is terminated for any reason (other than due to his
death or disability or for cause or his voluntary resignation),
Dr. Swartz will receive payments equal to one year's annual base
salary and bonus during the last completed fiscal year
immediately before any such termination.
In 1995, we entered into an employment agreement with Mr.
Razmilovic that terminates on December 31, 2000. Mr. Razmilovic
will receive an annual base salary of $665,500 through June 30,
2000. Mr. Razmilovic's salary will be reviewed in July 2000.
Mr. Razmilovic also participates in Symbol's Executive Bonus
Plan. In 2000, the target amount of his bonus is 100% of his
base salary. If his employment with Symbol is terminated for
any reason (other than due to his death or disability or for
-25-
cause or his voluntary resignation), Mr. Razmilovic will receive
payments equal to one year's annual base salary and bonus during
the last completed fiscal year immediately before termination.
In 1995, we entered into an employment agreement with Mr.
Goldner that terminates on October 31, 2000. Mr. Goldner will
receive an annual base salary of $415,800 for 2000. Mr.
Goldner's salary will be reviewed in December 2000. Mr. Goldner
also participates in Symbol's Executive Bonus Plan. In 2000,
the target amount of his bonus is 50% of his base salary. If
his employment is terminated for any reason (other than due to
his death or disability or for cause or his voluntary
resignation), Mr. Goldner will receive payments equal to one
year's annual base salary and bonus during the last completed
fiscal year before termination.
In 2000, we entered into a new employment agreement with
Mr. Martino that terminates on February 15, 2005. He is
employed as a part-time consultant, assisting the Chairman of
the Board and the President. In 1999, Mr. Martino received
$150,000 under his prior employment agreement. His salary under
the new agreement is $100,000 per year. In February 2000, Mr.
Martino was awarded options under the 1997 Employee Stock Option
Plan to purchase 50,000 shares of Symbol's common stock at an
exercise price of $80.625 per share. This is the same as the
price of Symbol's common stock on the date the option was
granted. These options will vest in four equal annual
installments commencing two years after the date of grant.
Directors who are not employees of Symbol are paid an
annual retainer of $15,000, in equal quarterly installments.
They also receive a fee of $2,500 for each Board of Directors
meeting they attend or each meeting of a committee that is not
held in conjunction with a Board of Directors meeting. The
Chairman of the Audit Committee and the Compensation/Stock
Option Committee are also paid an annual retainer of $5,000 in
equal quarterly installments. Directors who are employees do
not receive additional compensation for serving as directors or
for attending Board or committee meetings. Symbol reimburses
Directors for their expenses in connection with attending
meetings of the Board of Directors or committees of the Board.
Directors who are not employees of Symbol participated in
Symbol's 1994 Directors' Stock Option Plan. Under the plan,
when a person is initially elected to the Board of Directors, he
is awarded an option to purchase 10,000 shares of Symbol common
-26-
stock. Upon reelection at the Annual Meeting of Shareholders,
Directors are also granted an option to purchase 2,500 shares of
Symbol's common stock. Each option:
- - has a term of ten years
- - may be exercised in two equal installments on the first and
second anniversary of the date of grant
- - has an exercise price equal to the price of Symbol's common
stock on the date of grant.
In 1999, Messrs. Mallement, Steinberg, Freiberg,
Bugliarello and Wang each received options to purchase 3,750
shares under this plan. In addition, in May 1999, Messrs.
Mallement, Steinberg, Freiberg, Bugliarello and Wang were
awarded warrants to purchase 15,000 shares of common stock. The
exercise price of those options and warrants was $35.54 per
share. This was the price of Symbol's common stock on the date
the options and warrants were granted. The warrants have a term
of ten years and become exercisable in four equal annual
installments beginning on May 10, 2000. In addition, Dr.
Guthart, who was elected a director in 1999, received an option
to purchase 10,000 shares of Symbol common stock under the 1994
Directors' Stock Option Plan at an exercise price of $56.75 per
share. This was the price of Symbol's common stock on the date
the option was granted.
Effective February 14, 2000, the Board of Directors has
adopted, subject to shareholder approval, the 2000 Directors'
Stock Option Plan for non-employee directors of Symbol. If this
plan is approved by the shareholders, it will replace the 1994
Directors' Stock Option Plan. Under the new plan, Messrs.
Mallement, Steinberg, Freiberg, Bugliarello, Wang and Guthart
have been granted an option to purchase 50,000 shares of Symbol
common stock. These options will have an exercise price equal
to the higher of the closing price of Symbol's common stock on
the date of grant or the closing price of Symbol's common stock
on the date shareholder approval has been obtained, When a
person who is not an employee of Symbol is initially elected to
the Board of Directors, he or she will be awarded an option to
purchase 50,000 shares of Symbol common stock. Upon his
election, Dr. Simons will receive an option to purchase 50,000
shares of Symbol common stock. Each option awarded under this
plan:
- - has a ten year term
- - has an exercise price equal to the price of Symbol's common
stock on the date of grant
- - may be exercised in four equal installments on the first,
second third and fourth anniversary of the date of grant.
-27-
If the 2000 Directors' Stock Option Plan is approved by
Symbol's shareholders, then the 1994 Directors' Stock Option
Plan will be cancelled and no further options will be awarded
under that plan. If the 2000 Directors' Stock Option Plan is
not approved by Symbol's shareholders, all options previously
granted under the 2000 Directors' Stock Option Plan will be
cancelled but, non-employee directors (other than Dr. Guthart)
will each receive 2,500 options under the 1994 Directors' Stock
Option Plan except for Dr. Simons who will receive 10,000
options under this plan if he is elected a director at the 2000
Annual Meeting of Shareholders.
Option Grants
Symbol maintains two stock option plans, the 1990 Non-
Executive Stock Option Plan and the 1997 Employee Stock Option
Plan. Under these plans options are granted to selected
employees of Symbol. The 1990 Stock Option Plan authorizes the
Compensation/Stock Option Committee of the Board of Directors to
grant options to key employees of Symbol and its subsidiaries
other than executive officers. Under the 1997 Stock Option Plan,
the Committee can grant options to key employees, including
those who are executive officers of Symbol. Under the 1997 Stock
Option Plan, an individual may not be awarded options to
purchase more than 1% of the then outstanding shares of Symbol's
common stock in any calendar year. The Committee may determine
at the time of grant that some options are qualified under the
Internal Revenue Code of 1986 as Incentive Stock Options and
some of the options may be non-qualified options. None of the
options granted under either Plan are exercisable for a period
of more than ten years. Incentive Stock Options granted under
the 1997 Stock Option Plan to owners of 10% or more of Symbol's
common stock are not exercisable for a period exceeding five
years. The exercise price of an option under either plan must
be at least 100% of the price of Symbol's common stock on the
date of grant.
Incentive Stock Options must comply with provisions of the
Internal Revenue Code of 1986 relating to, the maximum amount
that can be vested by an optionee in any one calendar year and
the minimum exercise price of an Incentive Stock Option and
other matters. The 1990 Stock Option Plan terminates on April
30, 2003 and the 1997 Stock Option Plan terminates on February
9, 2007.
-28-
The following table shows certain information about stock options granted to the individuals named in
the Summary Compensation Table under all stock option plans:
Potential Realizable Value as Assumed Annual
Individual Grants in 1999 Rates of Stock Price Appreciation for Option Term(A)
Number of %of Total
Securities Options
Underlying Granted to Exercise 5% 10%
Options Employees in or Base Expiration Stock Dollar Stock Dollar
Name Granted (No.)(B) Fiscal Year(G) Price(H) Date Price(I) Gain Price(I) Gain
All
Shareholders ----- ----- ----- ----- $59.83 $1,786,565,491 $ 95.27 $4,526,533,412
Jerome Swartz 120,000(C) 3.88% $38.67 2/17/09 $62.98 $ 2,918,074 $100.29 $ 7,394,971
195,000(D) 6.31% $35.54 2/17/09 $57.89 $ 4,358,637 $ 92,19 $ 11,045,641
CEO's Gain as
% of All
Shareholders Gain .407% .407%
Tomo Razmilovic 72,000(C) 2.33% $38.67 2/17/09 $62.98 $ 1,750,844 $100.29 $ 4,436,983
108,000(E) 3.50% $35.54 2/17/09 $57.89 $ 2,424,041 $ 92.19 $ 6,117,586
Leonard H. Goldner 30,000(C) .97% $38.67 2/17/09 $62.98 $ 729,518 $100.29 $ 1,848,743
37,500(E) 1.21% $35.54 2/17/09 $57.89 $ 838,199 $ 92.19 $ 2,124,162
Kenneth V. Jaeggi 11,250(C) .36% $38.67 2/17/09 $62.98 $ 273,569 $100.29 $ 693,279
38,250(F) 1.24% $35.54 2/17/09 $57.89 $ 854,963 $ 92.19 $ 2,166,645
Richard M. Feldt 15.000(C) .49% $38.67 2/17/09 $62.98 $ 364,759 $100.29 $ 924,371
22,500(E) .73% $35.54 2/17/09 $57.89 $ 502,920 $ 92.19 $ 1,274,497
-29-
A Total dollar gains based on the assumed annual rates of
appreciation of the exercise price of each option. The
gain derived by all shareholders is based on the
outstanding number of shares at December 31, 1999. The
actual value, if any, an executive will realize will depend
on the excess of the market price over the exercise price
on the date the option is actually exercised. The value
actually realized by an executive or any shareholder may
not be at or near the values estimated in this table.
B If a change in control of Symbol were to occur, all of the
then unvested portion of each option would become
immediately exercisable.
C 40% vest on January 1, 2001, 30% vest on each of January
1, 2002 and January 1, 2003.
D 30,000 vest as follows: 12,000 vest on January 1, 2001,
9,000 vest on each of January 1, 2002 and January 1, 2003;
165,000 vest on January 1, 2004 subject to early vesting
if Symbol reaches certain earnings per share targets for
the next two years.
E 100% vest on January 1, 2004 subject to early vesting if
Symbol reaches certain earnings per share targets for the
next two years.
F 11,250 vest as follows: 4,500 vest on January 1, 2001,
3,375 vest on each of January 1, 2002 and January 1, 2003;
27,000 vest on January 1, 2004 subject to early vesting if
Symbol reaches certain earnings per share targets for the
next two years.
G Based on 3,088,900 options granted to all employees in
1999.
H 100% of the closing price of Symbol's common stock on the
date of grant.
I The stock price represents the price of Symbol's common
stock if the assumed annual rates of stock price
appreciation are achieved over the term of the options. In
the case of all shareholders, the weighted average share
price of the options awarded to Dr. Swartz was used.
Option Exercises and Fiscal Year-End Values
The following table shows information about unexercised
options to purchase Symbol's common stock on December 31, 1999
and the value realized upon the exercise of options in 1999 by
the individuals named in the Summary Compensation Table.
-30-
Number of Number of Securities Underlying Value of Unexercised
Shares Unexercised Options In-The-Money Options
Acquired on Value Held at December 31, 1999 Held at December 31, 1999(A)
Name Exercise in 1999 Realized Exercisable Unexercisable Exercisable Unexercisable
Jerome Swartz(B) 222,750 $5,325,373 3,498,749 1,245,188 $187,217,699 $49,630,032
Tomo Razmilovic 243,425 $7,639,156 819,591 634,763 $ 40,371,635 $24,787,599
Leonard H. Goldner(C) 108,675 $4,052,309 317,812 168,750 $17,024,105 $ 6,719,853
Kenneth V. Jaeggi 0 $ 0 123,750 184,500 $ 5,986,167 $ 7,952,806
Richard M. Feldt 206,391 $7,899,445 0 108,375 $ 0 $ 4,451,395
-31-
A Based on the closing price of Symbol's common stock on the New
York Stock Exchange on that date of $63.56.
B Includes options to purchase 1,203,750 shares held by trusts
for the benefit of his children. 524,250 of these options are
exercisable and 679,500 are unexercisable. The value of these
exercisable options was $25,094,551 and the value of these
unexercisable options was $27,424,076. Dr. Swartz disclaims
beneficial ownership of the options held by these trusts.
C Includes options to purchase 112,500 shares held by a trust for
the benefit of his wife and children. His wife is a co-trustee
of this trust. 61,875 of the options held by this trust are
exercisable and 50,625 are unexercisable. The value of these
exercisable options was $2,971,520 and the value of these
unexercisable options was $2,475,350. Mr. Goldner disclaims
beneficial ownership of the shares owned by this trust. Also
includes 37,500 shares held by a trust for the benefit of he
and his children, none of which are exercisable. Mr. Goldner
is a co-trustee of this trust. The value of these
unexercisable options was $1,050,780.
Employees of Symbol and some of its subsidiaries are
eligible to participate in a 401(k) deferred compensation plan
after 90 days of service. With some limitations, a participant
may make pre-tax contributions to the plan. The maximum
contribution a participant was allowed to make in 1998 and 1999
was $10,000. Symbol will match 50% of the first 6% contributed
by each participant during each pay period. The employee's
contribution is vested immediately. Symbol's contribution is
100% vested after one year of service. Amounts accumulated
under this plan are normally paid to a participant on retirement
or termination of employment. Payments depend on:
- - the amounts contributed by the participant,
- the manner in which contributions have been invested,
- - the amount of any prior withdrawal
- - other factors.
Symbol maintains an Executive Retirement Plan for a select
group of senior management employees. The Plan is a non-
qualified deferred compensation plan. The Compensation/Stock
Option Committee of the Board of Directors selects participants.
-32-
Under the Executive Retirement Plan, the maximum benefit a
participant may be paid is the participant's average
compensation (base salary plus bonus) for three years before the
date the participant is no longer a full time employee
multiplied by five. (the "Benefit Ceiling Amount"). After five
successive years of participation in the Executive Retirement
Plan, a participant is entitled to 50% of the Benefit Ceiling
Amount. After each additional year of participation in the
Executive Retirement Plan up to five additional years of
participation, a participant is entitled to an additional 10% of
the Benefit Ceiling Amount. Benefits are normally payable in
equal monthly installments over a ten year period after
retirement, beginning after the participant attains age 65 (or
age 62 with 20 years or more of credited service). Upon death
or disability, payment is accelerated and made in a lump sum but
the amount is reduced to the then present value of the benefit
payments which would have been made under the normal mode of
payment. Mr. Razmilovic, Mr. Goldner and Mr. Jaeggi are
participants in the Executive Retirement Plan.
The following table illustrates the estimated annual
retirement benefits payable under the Executive Retirement Plan
to a participant at specified average compensation levels and
years of service. Benefits under the Executive Retirement Plan
are not offset for Social Security benefits. Benefits payable
under the Executive Retirement Plan will be reduced by the value
of any retirement income of the participant attributable to
contributions by Symbol to any qualified pension plan adopted by
Symbol (excluding Symbol's current 401(k) deferred compensation
plan).
PENSION PLAN TABLE
Years of Service
3 Years Average
Annual Compensation 5 10
$ 400,000 $100,000 $ 200,000
800,000 200,000 400,000
1,200,000 300,000 600,000
1,600,000 400,000 800,000
2,000,000 500,000 1,000,000
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On January 1, 1999, Mr. Razmilovic had 8 years of credited
service, Mr. Goldner had 9, and Mr. Jaeggi had 2. Mr.
Razmilovic became a participant in the Executive Retirement Plan
in October 1995. He will not receive credit under the Plan for
his prior service to Symbol. Instead, he will receive two years
of credited service for each year of employment from October
1995 to October 2000.
In 1999, Dr. Swartz terminated his participation in the
Executive Retirement Plan. As a result, when Dr. Swartz
retires, Symbol will not make any payment to him under this
plan. In recognition of this forfeiture, Symbol and Dr. Swartz
entered into an arrangement to purchase split-dollar life
insurance policies for the benefit of a trust established by Dr.
Swartz. Symbol will pay the premiums on these policies. Symbol
will be repaid an amount equal to the cost of the premiums out
of the death benefit or the cash surrender value of these
policies. The cost of the premiums will be equal to the
estimated after-tax cost of the amount Symbol would have paid to
Dr. Swartz under the Executive Retirement Plan.
Shareowner Return Performance Presentation
The following chart shows a comparison of the yearly
percentage change in an investment of $100 in Symbol common
stock compared to an investment of $100 in the S&P Composite 500
Stock Index and the S&P Technology Sector Index for a five year
period beginning January 1, 1994 and ending December 31, 1999.
The chart assumes that all dividends will be reinvested.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG SYMBOL TECHNOLOGIES, INC., THE S & P INDEX
AND THE S & P TECHNOLOGY SECTOR INDEX
Cumulative Total Return
12/94 12/95 12/96 12/97 12/98 12/99
Symbol Technologies, Inc. 100 128 143 184 467 697
S& P 500 100 138 169 226 290 351
S&P Technology Sector 100 144 204 258 446 781
* $100 INVESTED ON 12/31/94 IN STOCK OR INDEX-
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING DECEMBER 31.
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PROPOSAL TO APPROVE THE ADOPTION OF
THE 2000 DIRECTORS' STOCK OPTION PLAN
The Board of Directors feels it is appropriate to adopt a
new stock option plan for non-employee directors of Symbol.
Effective February 14, 2000 and subject to shareholder approval,
the Board of Directors has adopted the 2000 Directors' Stock
Option Plan. The plan will replace the 1994 Directors' Stock
Option Plan that was approved by Symbol shareholders in 1994.
The purpose of the 2000 Directors' Stock Option Plan is to
further strengthen the non-employee directors' interest in
creating value for shareholders and to complement Symbol's other
director compensation practices. All non-employee directors of
Symbol will participate in the 2000 Directors' Stock Option
Plan.
Under the new plan, each current director who is not an
employee of Symbol or one of its subsidiaries has received an
option to purchase 50,000 shares of Symbol's common stock. The
price of these options will be equal to the higher of the price
of Symbol's common stock on the date of grant or on the date of
approval of this plan by shareholders. The price of all options
granted under the 2000 Directors' Stock Option Plan after
shareholder approval of the plan has been obtained will be equal
to the closing price of Symbol's common stock on the date the
option is granted. Each person who is not an employee of Symbol
and who is first elected or appointed as director shall also
receive an option to purchase 50,000 shares of Symbol's common
stock upon election. Each option shall have a ten year term and
be exercisable in four annual equal installments commencing on
the first anniversary of the date of grant.
Symbol will not receive payment upon the grant of options
under the 2000 Directors' Stock Option Plan. The exercise price
must be paid in full upon exercise. Payments may be made:
- - in cash or check
- - in shares of Symbol common stock already owned by the
person exercising the option valued at fair market value
- - by providing instructions to the broker to sell the shares
and deliver to Symbol the portion of the sale proceeds equal
to the option exercise price; or
- - some combination of these methods.
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The total number of shares of Symbol common stock that may
be subject to options issued pursuant to the 2000 Directors'
Stock Option Plan is 500,000 This number and the terms of
outstanding options issued under the plan are subject to
automatic adjustment if Symbol reorganizes, mergers,
consolidates, recapitalizes, declares a stock split, combines or
exchanges its shares, issues a stock dividend or other similar
events. The plan will have a ten year term and be administered
by the Board of Directors.
A complete copy of the 2000 Directors' Stock Option Plan is
attached to this Proxy Statement in Annex A
Your Board of Directors recommends a vote FOR the approval
of the adoption of the 2000 Directors' Stock Option Plan.
APPOINTMENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Deloitte & Touche LLP, independent certified public
accountants, were selected by the Board of Directors to audit
the financial statements of Symbol for the fiscal year ended
December 31, 1999. The Board of Directors and Audit Committee
have recommended that they be retained to audit the financial
statements of Symbol for the current fiscal year.
Representatives of Deloitte & Touche LLP will be present at the
Annual Meeting of Shareholders. They will have an opportunity
to make a statement at the meeting and will be available to
respond to appropriate questions raised orally by shareholders.
If shareholders do not ratify the appointment of Deloitte &
Touche LLP as Symbol's independent accountants for the current
year, the Audit Committee and the Board of Directors will
reconsider the appointment. The Board of Directors recommends
that you vote FOR the proposal to retain Deloitte & Touche LLP
to audit the financial statements of Symbol for fiscal 2000.
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It is important that your shares be represented at the
meeting. If you are unable to be present in person, you are
respectfully requested to sign the enclosed proxy and return it
in the enclosed stamped and addressed envelope or provide your
instructions by telephone or via the Internet as promptly as
possible.
By Order of the Board of Director
Leonard H. Goldner
Secretary
Dated: March 15, 2000
Holtsville, New York
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ANNEX A
THE 2000 DIRECTORS' STOCK OPTION PLAN
SYMBOL TECHNOLOGIES, INC.
1. Purpose. The 2000 Directors' Stock Option Plan (the "Plan")
of Symbol Technologies, Inc. (the "Company"), a Delaware
corporation, is designed to aid the Company in retaining and
attracting the services of members of the Board of Directors of
the Company (the "Board") who are not employees of the Company
or any of its subsidiaries ("Non-Employee Directors") of
exceptional ability by enabling such directors to purchase a
proprietary interest in the Company, thereby stimulating in such
individuals an increased awareness of the interests of the
Company's shareholders encouraging them to contribute to the
continued growth and success of the Company.
2. Amount and Source of Stock. The total number of shares of
Common Stock, par value $.01 per share (the "Shares"), of the
Company which may be the subject of options granted pursuant to
the Plan shall not exceed 500,000 of the Company's Shares
subject to adjustment as provided in Paragraph 7. Such Shares
may be reserved or made available from the Company's authorized
and unissued Shares or from Shares reacquired and held in the
Company's treasury. In the event that any option granted
hereunder shall terminate prior to its exercise in full for any
reason, then the Shares subject to such option shall be added to
the Shares otherwise available for issuance pursuant to the
exercise of options under the Plan.
3. Administration. The Plan shall be administered by the
Board. The Board shall have all the powers vested in it by the
terms of the Plan, such powers to include authority (within the
limitations described herein) to prescribe the form of the
agreement embodying awards of nonqualified stock options made
under the Plan ("Options"). The Board shall, subject to the
provisions of the Plan, grant Options under the Plan and shall
have the power to construe the Plan, to determine all questions
arising thereunder and to adopt and amend such rules and
regulations for the administration of the Plan as it may deem
desirable. Any decisions of the Board in the administration of
the Plan, as described herein, shall be final and conclusive.
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The Board may act only by a majority of its members in office,
except that the members thereof may authorize the Secretary or
any other executive officer of the Company to execute and
deliver documents on behalf of the Board. No member of the
Board shall be liable for anything done or omitted to be done by
him or by any other member of the Board in connection with the
Plan, except for his own willful misconduct or as expressly
provided by statute.
4. Participation. Each Non-Employee Director shall be eligible
to receive an Option in accordance with Paragraph 5 below.
5. Awards under the Plan. (a) Awards under the Plan shall
include only Options, which are rights to purchase Shares of the
Company. Such Options are subject to the terms, conditions and
restrictions specified in Paragraph 6 below.
(b) A Non-Employee Director to whom an Option is granted
(and any person succeeding to such a Non-Employee Director's
rights pursuant to the Plan) shall have no rights as a
shareholder with respect to any Shares issuable pursuant to any
such Option until the Acquisition Date set forth in Subparagraph
6(f) below. Except as provided in Paragraph 7 below, no
adjustment shall be made for dividends, distributions or other
rights (whether ordinary or extraordinary, and whether in cash,
securities or other property) for which the record date is prior
to the date of receipt of such payments.
6. Nonqualified Stock Options. Each Option granted under the
Plan shall be evidenced by an agreement in such form as the
Board shall prescribe from time to time in accordance with the
Plan and shall comply with the following terms and conditions:
(a) The Option exercise price shall be the fair market value of
the Shares subject to such Option on the date the Option is
granted, which shall be the closing price on the date of grant
as reported on the New York Stock Exchange Composite
Transactions Tape, or if no Shares were traded on that date, on
the last preceding date on which the Shares were traded.
Notwithstanding the foregoing, the Option exercise price for
Options granted prior to the date on which approval of the Plan
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shall have been obtained from the shareholders of the Company
shall be the greater of the closing price as reported on the New
York Stock Exchange Composite Transactions Tape on the date of
grant or on the date such shareholders approval shall have been
obtained.
(b) Subject to Paragraph 11 hereof, each Non-Employee Director
who is first elected to the Board on or after the date hereof
shall receive a grant of an Option to purchase 50,000 Shares on
the date he first becomes a member of the Board. In addition to
the foregoing, each Non-Employee Director who is a Director of
the Company on the date hereof shall automatically be granted an
Option to purchase 50,000 Shares on such date.
(c) Subject to the provisions of Subparagraph 6(d) hereof,
Options shall not be transferable except by will or the laws of
descent and distribution. Options shall be exercisable during
the optionee's lifetime only by the optionee (or his duly
appointed guardian or conservator).
(d) The Board may, in its discretion, authorize the transfer of
all or a portion of any Options on terms which permit the
transfer by the optionee to (i) the spouse, children or
grandchildren of the optionee ("Immediate Family Members"), (ii)
a trust or trusts for the exclusive benefit of such Immediate
Family Members, or (iii) a partnership in which such Immediate
Family Members and/or the optionee are the only partners,
provided that (a) the optionee shall receive the approval of the
Board prior to such transfer, and such transfer must be limited
to the persons or entities listed in this Subparagraph 6(d) and
subsequent transfers of such transferred Options shall be
prohibited except in accordance with this Paragraph 6.
Following any such transfer, such Options shall continue to be
subject to the same terms and conditions as were applicable
immediately prior to such transfer, provided that for purposes
of this plan, the term "optionee" shall be deemed to refer to
the transferee. In the event the transferee ceases to be a Non-
Employee Director, the provisions provided herein shall continue
to be applicable to the Option and shall limit the ability of
the transferee to exercise any such transferred Options to the
same extent they would have limited the optionee.
(e) Options shall not be exercisable before the expiration of
one year from the date of grant and after the expiration of ten
-40-
years from the date of grant, and may be exercised during such
period as follows: twenty-five percent (25%) of the total
number of Shares covered by an Option shall become exercisable
each year beginning with the first anniversary of the date such
Option is granted.
(f) Options shall be exercised when written notice of such
exercise, signed by the person entitled to exercise the Option,
has been delivered or transmitted by registered or certified
mail to the Secretary of the Company at its then principal
office. Said notice shall specify the number of Shares for
which the Option is being exercised and shall be accompanied by
(i) such documentation, if any, as may be required by the
Company as provided in Subparagraph 10(b), and (ii) payment of
the aggregate Option exercise price. Such payment shall be in
the form of (i) cash or a certified check (unless such
certification is waived by the Company) payable to the order of
the Company in the amount of the aggregate Option exercise
price, (ii) certificates duly endorsed for transfer (with all
transfer taxes paid or provided for) evidencing a number of
Shares (provided, however, that such Shares have been owned by
the Optionee for at least six months) of which the aggregate
fair market value on the date exercised is equal to the
aggregate Option exercise price of the Shares being purchased,
(iii) by delivering to the Company (a) irrevocable instructions
to deliver the stock certificates representing the Shares for
which the Option is being exercised, directly to a broker, and
(b) instructions to the broker to sell such Shares and promptly
deliver to the Company the portion of the sale proceeds equal to
the aggregate Option exercise price, or (iv) a combination of
these methods of payment. Delivery of said notice shall
constitute an irrevocable election to purchase the Shares
specified in said notice, and the date on which the Company
receives the last of said notice documentation and the aggregate
Option exercise price for all of the Shares covered by the
notice shall, subject to the provisions of Paragraph 10 hereof,
be the date as of which the Shares so purchased shall be deemed
to have been acquired (the "Acquisition Date").
(g)Options shall not be exercisable unless the person to whom
the Option was granted has been at all times during the period
beginning with the date of grant of the Option and ending on the
date of such exercise a Non-Employee Director of the Company,
except that
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(A) If such person shall cease to be such a Non-Employee
Director for reasons other than death, while holding an Option
that has not expired and has not been fully exercised, such
person, at any time within one hundred and eighty (180) days of
the date he ceased to be such a Non-Employee Director (but in no
event after the Option has expired under the provisions of
Subparagraph 6(e) above), may exercise the Option with respect
to any Shares as to which he could have exercised the Option on
the date he ceased to be a Non-Employee Director; or
(B) If any person to whom an Option has been granted shall die
holding an Option that has not expired and has not been fully
exercised, his executors, administrators, heirs or distributees,
as the case may be, may, at any time within one year after the
date of such death (but in no event after the Option has expired
under the provisions of Subparagraph 6(c) above), exercise the
Option with respect to any Shares as to which the decedent could
have exercised the Option at the time of his death.
7. Dilution and Other Adjustments. In the event of any change
after the date hereof in the outstanding Shares of the Company
by reason of any stock split, stock dividend, split-up, split-
off, recapitalization, merger, consolidation, rights offering,
reorganization combination or exchange of shares, a sale by the
Company of all or virtually all of its assets, any distribution
to shareholders other than a normal cash dividend, or other
extraordinary or unusual events, the number or kind of shares
that may be issued under the Plan pursuant to Paragraph 2 above,
and the number or kind of common stock subject to, and the
Option exercise price per share under all outstanding Options
shall be automatically adjusted so that the proportionate
interest of the participant shall be maintained as before the
occurrence of such event. Any fractional share resulting from
adjustments pursuant to this paragraph shall be eliminated from
any then outstanding Option. Adjustments under this paragraph
shall be made by the Board, whose determination thereof shall be
conclusive and binding.
8. Miscellaneous Provisions.
(a) Except as expressly provided for in the Plan, no person
shall have any claim or right to be granted an Option under the
Plan. Neither the Plan nor any action taken hereunder shall be
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construed as giving any Non-Employee Director any right to be
retained in the service of the Company or to continue to serve
as a Director of the Company.
(b) Except as expressly set forth herein, a participant's
rights and interest under the Plan may not be assigned or
transferred, hypothecated or encumbered in whole or in part
either directly or by operation of law or otherwise (except in
the event of a participant's death, by will or the laws of
descent and distribution), including, but not by way of
limitation, execution, levy, garnishment, attachment, pledge,
bankruptcy or in any other manner, and no such right or interest
of any participant in the Plan shall be subject to any
obligation or liability of such participant.
(c) It shall be a condition to the obligation of the Company to
issue Shares upon exercise of an Option, that the participant
(or any beneficiary or person entitled to act under Subparagraph
6(d) above) pay to the Company, upon its demand, such amount as
may be requested by the Company for the purpose of satisfying
any liability to withhold federal, state, local or foreign
income or other taxes. If the amount requested is not paid, the
Company may refuse to issue any Shares and all rights under the
Option shall become null and void.
(d) The expenses of the Plan shall be borne by the Company.
(e) The Plan shall be unfunded. The Company shall not be
required to establish any special or separate fund or to make
any other segregation of assets to assure the issuance of Shares
upon exercise of any Option under the Plan, and rights to the
issuance of Shares upon exercise of Options shall be subordinate
to the claims of the Company's general creditors.
(f) By accepting any Option or other benefit under the Plan,
each participant and each person claiming under or through him
shall be conclusively deemed to have indicated his acceptance
and ratification of, and consent to, any action taken under the
Plan by the Company or the Board.
(g) The masculine pronoun means the feminine and the singular
means the plural in the Plan, wherever appropriate.
-43-
9. Amendment or Discontinuance. The Plan may be amended at any
time and from time to time by the Board as the Board shall deem
advisable; provided, however, that no amendment shall become
effective without shareholder approval if such shareholder
approval is required by law, rule or regulation, and provided
further, to the extent required by Rule 16b-3 under Section 16
of the Securities Exchange Act of 1934, in effect from time to
time, Plan provisions relating to the amount, price and timing
of Options shall not be amended more than once every six months,
except that the foregoing shall not preclude any amendment to
comport with changes in the Internal Revenue Code of 1986 or the
rules thereunder in effect from time to time. No amendment of
the Plan shall materially and adversely affect any right of the
optionee with respect to any Option theretofore granted without
such optionee's written consent.
10. General Restrictions.
(a) No Option granted hereunder shall be exercisable if the
Company shall, at any time and in its sole discretion, determine
that (i) the listing upon any securities exchange, registration
or qualification under any state or federal law of any Shares
otherwise deliverable upon such exercise, or (ii) the consent or
approval of any regulatory body or the satisfaction of
withholding tax or other withholding liabilities, is necessary
or appropriate in connection with such exercise. In any of such
events, the exercisability of such Options shall be suspended
and shall not be effective unless and until such withholding,
listing, registration, qualification or approval shall have been
effected or obtained free of any conditions not acceptable to
the Company in its sole discretion, notwithstanding any
termination of any Option or any portion of an Option during the
period when exercisability has been suspended.
(b) The Board may require, as a condition to the right to
exercise an Option, that the Company receive from the optionee,
at the time of any such exercise, representations, warranties
and agreements to the effect that the Shares are being purchased
by its optionee without any present intention to sell or
otherwise distribute such Shares in violation of the Securities
Act of 1933 (the "1933 Act") and that the optionee will not
dispose of such Shares in transactions which, in the opinion of
counsel to the Company, would violate the registration
-44-
provisions of the 1933 Act and the rules and regulations
thereunder and any applicable "blue sky" laws or regulations.
The certificates issued to evidence such Shares shall bear the
appropriate legends summarizing such restrictions on the
disposition thereof.
11. Shareholder Approval and Adoption. The Plan shall be
submitted to the shareholders of the Company for approval in
accordance with the applicable provisions of the General
Corporate Law of the State of Delaware as promptly as
practicable and in any event by September 30, 2000. Any Options
granted hereunder prior to such shareholder approval shall not
be exercisable unless and until such approval is obtained. If
such approval is not obtained by September 30, 2000, the Plan
and any Options granted hereunder shall be terminated.
12. Termination. Unless the Plan shall theretofore have been
terminated in accordance with Paragraph 11 above, the Plan shall
terminate on February 13, 2010 and no Options under the Plan
shall thereafter be granted, provided, however, the Board at any
time may, in its sole discretion, terminate the Plan prior to
the foregoing date. No termination of the Plan shall without
the consent of the holder of any existing Option, materially and
adversely affect his rights under such Option.
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18