Exhibit 10(P)
STANDEX INTERNATIONAL CORPORATION
KEY EMPLOYEE SHARE OPTION PLAN
Effective Date of Plan: January 1, 2002
STANDEX INTERNATIONAL CORPORATION
KEY EMPLOYEE SHARE OPTION PLAN
Table of Contents
Preamble 1
ARTICLE I Definitions 1
ARTICLE II Grant of Options 3
ARTICLE III Exercise of Options 5
ARTICLE IV Amendment or Termination of the Plan 7
ARTICLE V Plan Administration 8
ARTICLE VI Miscellaneous 10
Preamble
Standex International Corporation (the "Sponsor") hereby
establishes the Standex International Corporation Key Employee
Share Option Plan (the "Plan"), effective as of the date
specified herein.
The purpose of the Plan is to provide alternate forms of
compensation to certain key employees of the Employer,
commensurate with their contributions to the success of the
Employer's activities.
ARTICLE I
Definitions
As used in this Plan, the following capitalized words and
phrases have the meanings indicated, unless the context requires
a different meaning:
1.1 "Beneficiary" means the person or persons designated by
a Participant, or otherwise entitled, to exercise Options after a
Participant's death.
1.2 "Board" means the Board of Directors of the Sponsor.
1.3 "Compensation Committee" means the committee appointed
in accordance with Section 5.1 to administer the Plan.
1.4 "Designated Property" means shares of common or
preferred stock, shares of regulated investment companies (mutual
funds), units of investment partnerships or trusts designated by
the Compensation Committee as subject to purchase through the
exercise of an Option, or the property substituted under Section
2.5.
1.5 "Effective Date" means January 1, 2002.
1.6 "Employee" means any common law employee of the Sponsor
or any other Employer.
1.7 "Employer" means the Sponsor (Standex International
Corporation), any affiliate of the Sponsor that has been
designated by the Sponsor to participate in this Plan as a
participating employer, and any successor to the foregoing.
1.8 "Exercise Date" means, with respect to any Option, the
date on which the Participant exercises the Option in accordance
with Section 3.3.
1.9 "Exercise Period" means the period of time during which
Options may be exercised, as stated in Section 3.1.
1.10 "Exercise Price" means the price that a Participant
must pay in order to exercise an Option in accordance with
Section 2.4.
1.11 "Fair Market Value" means (i) with respect to common or
preferred stock that is traded on a national securities exchange,
the closing price of such stock on the applicable date; (ii) with
respect to shares of a regulated investment company (mutual
fund), the net asset value (NAV) as reported by such mutual fund
on the applicable date; or (iii) if neither (i) nor (ii) apply,
the fair market value as determined in good faith by the
Compensation Committee.
1.12 "Grant Date" means, with respect to any Option, the
date on which the Option has been granted.
1.13 "Option" means the right of a Participant, granted by
the Employer in accordance with the terms of this Plan, to
purchase Designated Property from the Employer at the Exercise
Price established under Section 2.4.
1.14 "Option Agreement" means an agreement executed by the
Employer and by a Participant to whom Options have been granted,
acknowledging the issuance of the Options and setting forth
certain terms governing the Option, including, but not limited
to, a description of the Designated Property, the Exercise Price,
the Exercise Period, and any applicable vesting provisions.
1.15 "Participant" means any former or present Employee who
has received a grant of Options in accordance with Section 2.1
and whose Options have not been completely exercised. After a
Participant's death, his Beneficiary, or upon a valid transfer
under Section 3.4, the transferee is considered to be a
Participant to the extent necessary to facilitate the exercise of
any Options that continue to be exercisable under the terms of
the Plan. A Participant's Beneficiary shall have the lesser of
(1) the remainder of the Exercise Period as stated in Section
3.1, or (2) two years from the date of the Participant's death to
exercise the Participant's vested Options.
1.16 "Plan" means the Standex International Corporation Key
Employee Share Option Plan, as set forth herein and as from time
to time amended.
1.17 "Retirement" means Termination of Employment on or
after the date on which a Participant either attains age 65, or,
the date on which the Participant is eligible to receive benefits
under the Standex International Corporation Retirement Plan.
1.18 "Sponsor" means Standex International Corporation, a
Delaware corporation.
1.19 "Termination of Employment" means a Participant's
separation from the service of the Sponsor or any other Employer
by reason of his resignation, Retirement, discharge or death.
1.20 "Trust" or "Rabbi Trust" means the trust established to
hold Designated Property that is subject to an Option.
1.21 "Trustee" or "Trustees" means the person(s) or
institution acting as trustee of the Rabbi Trust.
ARTICLE II
Grant of Options
2.1 Eligibility for Grants. Grants of Options may be made
to any present or former Employee who, in the judgment of the
Compensation Committee, plays or has played a key role with a
significant impact on the Employer's business operations. A
former Employee shall be eligible for a grant of Options if such
former Employee made a binding election to be a Participant while
an active Employee.
2.2 Procedure for Granting Options. The Compensation
Committee determines the recipients of Options from time to time.
Grants become effective upon the execution by the Employer and
the Participant of an Option Agreement which shall contain such
provisions as the Compensation Committee in its sole discretion
deems necessary or desirable. Grants may be made at any time on
or after the Effective Date and prior to the termination of the
Plan.
2.3 Selection and Purchase of Designated Property. When an
Option is granted, the Compensation Committee shall select the
underlying Designated Property of the Option. Such Designated
Property shall be selected based upon various criteria as
established by the Compensation Committee. The Compensation
Committee shall also determine the Exercise Price of the Option
at the time of grant in accordance with Section 2.4. If required
by a Participant's Option Agreement, the Employer shall, as soon
as practicable after the Grant Date of the Option, but not later
than the date on which such Option first becomes exercisable
under Section 3.1, acquire an amount of the Designated Property
at least equal to the number of shares deliverable under the
Option and contribute it to the Rabbi Trust; or contribute to the
Rabbi Trust an amount of money sufficient for the Trustee to
purchase at least that amount of Designated Property. The
Designated Property shall not be subject to any security
interest, whether or not perfected, or to any option or contract
under which any other person may acquire any interest in it and
if such Designated Property does become encumbered, Employer will
take all necessary actions to free such Designated Property from
such encumbrance.
2.4 Establishment of Exercise Price.
2.4.1 Unless the Option Agreement provides otherwise, the
Exercise Price of an Option shall be twenty five
percent (25%) of the Fair Market Value of the
Designated Property subject to the Option, determined
as of the Grant Date.
2.4.2 In the event of a stock split, reverse stock split,
stock dividend, rights offering, return of capital
distribution, recapitalization, or similar
transaction that affects the Fair Market Value of the
Designated Property, the Compensation Committee shall
adjust the Exercise Price or increase the number of
Options that can be exercised so that it retains the
same ratio to the Fair Market Value of the property
as existed immediately before the transaction.
2.5 Substitution of Other Property for Designated
Property.
2.5.1 If, at any time after the grant of an Option, any of
the Designated Property subject to such Option fails
to satisfy all of the criteria established by the
Compensation Committee as provided by Section 2.3,
the Compensation Committee agrees to substitute new
Designated Property of at least equal value, such new
Designated Property shall be substituted for the
original Designated Property subject to the Option.
2.5.2 Notwithstanding the above, the Compensation Committee
may, in its sole discretion, substitute the
Designated Property with any other property of at
least equal value. Such substituted property shall
be deemed to be Designated Property for all purposes
under the Plan.
2.6 Adjustment of Shares Deliverable under Option
Agreement. The Compensation Committee shall, in any Option
Agreement, include a dividend or other distribution equivalent
right entitling the Optionee to receive amounts equal to the
distributions paid, during the time such Option is outstanding
and unexercised, with respect to the shares or units of
Designated Property covered by such Option. The Compensation
Committee shall, at least on an annual basis at the end of each
calendar year, or earlier if the Participant exercises all
outstanding Options relating to the Designated Property that paid
such dividends or other distributions, grant additional Options,
determined in accordance with Section 2.4, that represent the
value of the dividends or other distribution received during such
period. The new options will be subject to all terms of the
Plan, including, but not limited to, the 6-month waiting period
to exercise Options as provided under Section 3.1. Dividends or
other distributions made in the calendar year of the tenth (10th)
anniversary of an outstanding Option shall be paid to the
Participant in the form of cash.
ARTICLE III
Exercise of Options
3.1 When Options are Exercisable. Unless the Option
Agreement provides otherwise, a Participant may exercise an
Option, in whole or in part, at any time immediately subsequent
to the later of (i) the period beginning six (6) months after the
Grant Date of the Option, or (ii) the date on which an Option is
vested under Section 3.2, but prior to the tenth (10th)
anniversary of the Grant Date (the "Exercise Period").
3.1.1 Minimum Exercise. The minimum amount of Options
that can be exercised by a Participant at any one
time is the lesser of (1) the number of Options for
which the Fair Market Value of the underlying
Shares minus the applicable aggregate Exercise
Price totals $10,000, and (2) 100% of the Fair
Market Value of the Designated Property.
3.1.2 Annual Limit Restriction. Notwithstanding other
Plan provisions, if the Participant is a Covered
Employee of the Employer as of the time of
exercise, the maximum amount of Options that can be
exercised by a Participant in such calendar year is
the number of Options for which the Fair Market
Value of the underlying Shares minus the applicable
aggregate Exercise Price does not, in combination
with all other sources of Applicable Employee
Remuneration paid by the Employer, result in the
Employer foregoing a deduction under IRC Section
162(m). For purposes of this Section 3.1, Covered
Employee and Applicable Employee Remuneration shall
be defined as those terms are defined in IRC
Section 162(m).
3.2 Vesting. Unless the Option Agreement provides
otherwise, a Participant shall vest in any Option granted to such
Participant immediately, regardless of such Participant's ability
to exercise the Option under Section 3.1.
3.2.1 Forfeiture. The unvested portion of any Option, and
any dividend rights relating thereto, shall be
forfeited on the date of a Participant's Termination
of Employment.
3.3 Procedure for Exercising Option. Unless the Option
Agreement provides otherwise, the procedure for exercising an
Option shall be as set forth below.
3.3.1 Notice of Exercise. A Participant may exercise all
or a portion of his or her exercisable Options,
subject to the minimum exercise and annual limit
restrictions set forth in Section 3.1 above, by
giving written notice (by facsimile, hand delivery,
U.S. mail or otherwise determined by the Employer) to
the Compensation Committee in a form and at the time
acceptable to the Compensation Committee and
tendering payment of the applicable exercise price as
discussed in Section 3.3.2.
3.3.2 Payment of the Exercise Price. The Exercise Price
shall be paid to the Employer in full at the time of exercise at
the election of the Participant, (i) in cash or its equivalent
(defined in Section 3.3.3) or (ii) through a loan facilitated by
the Employer.
3.3.3 Delivery of Option Shares. In the event that the
Participant exercises an Option other than through a
loan, as soon as is reasonably possible after
receiving notice of exercise under Section 3.3.1 the
Employer shall, subject to the provisions of Section
3.1, cause the transfer to the Participant, or to
such other person as may then have the right to
exercise the Option, of the number of shares or units
of Designated Property for which the Option has been
exercised. At the election of the Participant, or to
such other person as may then have the right to
exercise the Option, the Employer can be instructed
to immediately sell the number of shares or units of
Designated Property for which the Option has been
exercised and deliver to the Participant, or to such
other person, cash or cash equivalent (i.e., money
order, cashier's check, wire transfer or certified
check). If the method of payment employed upon
exercise so requires, and if applicable law permits,
a Participant may direct the Employer, in writing, to
deliver the certificate(s) to the Participant's
stockbroker or other investment manager.
3.3.4 Payment of Applicable Taxes. The Employer shall be
entitled to require as a condition of transfer of the
Designated Property or the cash payment to the
Participant pursuant to the exercise of the Option
that the Participant remit to the Employer an amount
sufficient to satisfy all federal, state and other
governmental tax withholding requirements related
thereto. The Participant may satisfy the foregoing
condition by electing to have the Employer withhold
shares of Designated Property deliverable under the
Option or by electing to have the Employer withhold
cash deliverable under the Option.
3.4 Inalienability of Options. No Option granted under
this Plan may be transferred, assigned or alienated, except to a
Beneficiary under this Plan, or, if permitted by the Compensation
Committee, to (i) a member of the Participant's immediate family,
such as the Participant's spouse, child, parent, brother or
sister, or to a trust, partnership or limited liability company
for the benefit of any such individual, or (ii) an inter vivos
trust for the benefit of the Participant. An Option may be
exercised only by the Participant to whom it was granted, by his
Beneficiary, executor or administrator of his or her estate after
death, by a person or entity to whom the Option was validly
transferred, or by a person holding a valid power of attorney, or
legally appointed as guardian, to act on behalf of the person
entitled to exercise the Option.
3.5 Designation of Beneficiary.
3.5.1 Designation or Change of Beneficiary by
Participant. When Options are first granted to a
Participant, the Compensation Committee will send
him a Beneficiary designation form on which he may
designate one or more Beneficiaries and successor
Beneficiaries. A Participant may change his
Beneficiary designation at any time by filing the
prescribed form with the Compensation Committee.
The consent of the Participant's current Beneficiary
is not required for a change of Beneficiary, and no
Beneficiary has any rights under this Plan except as
are provided by its terms. The rights of a
Beneficiary who predeceases the Participant who
designated him immediately terminate, unless the
Participant has specified otherwise.
3.5.2 Beneficiary if No Designation is Made. Unless
a different Beneficiary has been designated in
accordance with Section 3.5.1, the Beneficiary of
any Participant is his surviving spouse, and, if
there is no surviving spouse, to his estate.
ARTICLE IV
Amendment or Termination of the Plan
4.1 Sponsor's Right to Amend or Terminate Plan. The
Sponsor or its delegate may, at any time and from time to time,
amend, in whole or in part, any of the provisions of this Plan or
may terminate it as a whole or with respect to any Participant or
group of Participants; provided, however, that no amendment or
termination, shall be made which, without the consent of a
Participant, would diminish any of the rights of the Participant
under any outstanding Option. Any such amendment is binding upon
all Employers, the Compensation Committee, and all other parties
in interest.
4.2 When Amendments Take Effect. A resolution amending or
terminating the Plan becomes effective as of the date specified
therein or, if no date is otherwise specified, upon the date the
resolution is finally approved by the Board.
4.3 Exercisability upon Termination. Notwithstanding the
termination of the Plan, Options will continue to be, and/or
become, exercisable in accordance with the terms of Article III
(as if the Plan was still in effect), but no new Options will be
granted.
ARTICLE V
Plan Administration
5.1 Administration of Plan. The Compensation Committee of
the Board shall administer the Plan.
5.1.1 Interested Parties. No member of the Compensation
Committee may participate in any decision if that
member is not disinterested with respect to the issue
being considered.
5.1.2 Action by the Compensation Committee. The
Compensation Committee acts by a majority of its
members at the time in office and may take action
either by vote at a meeting or by consent in writing
without a meeting. The Compensation Committee may
adopt such rules and appoint such subcommittees and
delegate such authorities for administrative matters
relating to the Plan as it deems desirable for the
conduct of its affairs and the administration of the
Plan.
5.1.3 Removal, Resignation, Action During Vacancies. The
Board has the power to remove any member of the
Compensation Committee at any time, with or without
cause, and may fill any vacancy. If a vacancy
occurs, the remaining member or members of the
Compensation Committee have full authority to act.
In the absence of any Compensation Committee members
being appointed or continuing in that capacity, the
Board shall constitute the Compensation Committee.
Any member of the Compensation Committee may resign
by delivering his written resignation to the Board.
Any such resignation becomes effective upon its
receipt by the Board, or on such other date as is
agreed to by the Board and the resigning member.
Any Compensation Committee member who is an officer
of the Employer shall be deemed to submit his or her
resignation upon submitting a resignation from
employment or upon being terminated from employment
by the Employer, which resignation shall be effective
upon the effective date of the resignation,
retirement or termination from employment.
5.2 Powers of the Compensation Committee. In carrying out
its duties with respect to the general administration of the
Plan, the Compensation Committee has, in addition to any other
powers conferred by the Plan or by law, the following powers:
(a) to compute and certify to the Employer the amount of
distributions payable to Participants;
(b) to maintain all records necessary for the
administration of the Plan that are not maintained
by the Employer;
(c) to establish and modify the method of accounting for
the Plan;
(d) to employ counsel, accountants and other consultants
to aid in exercising its powers and carrying out its
duties hereunder; and
(e) to perform any other acts necessary and proper for
the administration of the Plan, except those that
are performed by the Employer.
5.3 Indemnification.
5.3.1 Indemnification of Members of the Compensation
Committee by the Employer. The Employer agrees to
indemnify and hold harmless each member of the
Compensation Committee against any and all expenses
and liabilities arising out of his action or failure
to act in such capacity, excepting only expenses and
liabilities arising out of his own willful
misconduct or gross negligence. This right of
indemnification is in addition to any other rights
to which any member of the Compensation Committee
may be entitled.
5.3.2 Liabilities for Which Members of the Compensation
Committee are Indemnified. Liabilities and expenses
against which a member of the Compensation Committee
is indemnified hereunder include, without
limitation, the amount of any settlement or
judgment, costs, counsel fees and related charges
reasonably incurred in connection with a claim
asserted or a proceeding brought against him or the
settlement thereof, and any penalties or fines
imposed by any federal, state or local statute or
governmental entity.
5.3.3 Employer's Right to Settle Claims. The Employer
may, at its own expense, settle any claim asserted
or proceeding brought against any member of the
Compensation Committee when such settlement appears
to be in the best interests of the Employer.
5.4 Claims Procedure. If a dispute arises between the
Compensation Committee and a Participant over the amount of
benefits payable under the Plan, the Participant may file a claim
for benefits by notifying the Compensation Committee in writing
of his claim. The Compensation Committee will review and
adjudicate the claim. If the claimant and the Compensation
Committee are unable to reach a mutually satisfactory resolution
of the dispute, the claimant may submit it to the Board. If the
dispute remains unresolved, it will be submitted to arbitration
under the rules of the American Arbitration Association. Each
Participant agrees that arbitration will be the sole means of
resolving disputes arising under the Plan and waives, on behalf
of himself, his Beneficiary or any transferee, any right to
litigate any such dispute in a court of law.
5.5 Expenses of the Plan and the Compensation Committee.
The members of the Compensation Committee serve without
compensation for services as such. The Sponsor pays all expenses
of the Compensation Committee. Additionally, each Participant
shall be charged or the Participant's Options may be reduced in
proportion to the investment fees charged by the issuer of the
Designated Property incurred with respect to such Participant's
Option account
ARTICLE VI
Miscellaneous
6.1 Plan not a Contract of Employment. The adoption and
maintenance of the Plan do not constitute a contract between the
Employer and any Participant and is not consideration for the
employment of any person. Nothing herein contained gives any
Participant the right to be retained in the employ of the
Employer or derogates from the right of the Employer to discharge
any Participant at any time without regard to the effect of such
discharge upon his rights as a Participant in the Plan.
6.2 No Rights Under Plan Except as Set Forth Herein.
Nothing in this Plan, express or implied, is intended, or shall
be construed, to confer upon or give to any person, firm,
association, or corporation, other than the parties hereto and
their successors in interest, any right, remedy, or claim under
or by reason of this Plan or any covenant, condition, or
stipulation hereof, and all covenants, conditions and
stipulations in this Plan, by or on behalf of any party, are for
the sole and exclusive benefit of the parties hereto.
6.3 Rules of construction.
6.3.1 Governing law. The laws of the State of New
Hampshire shall govern the construction and operation
of this Plan, without regard to the conflicts of laws
provisions thereof.
6.3.2 Headings. The headings of Articles, Sections and
Subsections are for reference only and are not to be
utilized in construing the Plan.
6.3.3 Gender. Unless clearly inappropriate, all pronouns
of whatever gender refer indifferently to persons or
objects of any gender.
6.3.4 Singular and plural. Unless clearly inappropriate,
singular terms refer also to the plural number and
vice versa.
6.3.5 Severability. If any provision of this Plan is held
illegal or invalid for any reason, the remaining
provisions are to remain in full force and effect and
to be construed and enforced in accordance with the
purposes of the Plan as if the illegal or invalid
provision did not exist.
IN WITNESS WHEREOF, Standex International Corporation has
caused this Plan to be executed by its duly authorized officer
and its corporate seal to be hereunto affixed by authority of its
Board of Directors this 27th day of June, 2002.
Standex International Corporation
[Corporate Seal]
/s/ Roger L. Fix
By:__________________________________
Roger L. Fix
President/COO