Exhibit 10(m)
STANDEX INTERNATIONAL CORPORATION
1994 STOCK OPTION PLAN
1. Purpose. The purpose of this Plan is to secure for
Standex International Corporation (the "Company") and its
shareholders the benefits arising from capital stock
ownership by those key officers or employees of the Company
and of its subsidiaries who will be responsible for its
future growth and continued success. The Plan will provide a
means whereby such officers or employees may purchase shares
of the Common Stock of the Company pursuant to options.
2. Types of Options. Options shall be granted under
this Plan by the Salary and Employee Benefits Committee (the
"Committee") of the Board of Directors of the Company which
shall be made up of two or more directors each of whom is (i)
a disinterested person, as that term is defined in Section
16b-(3) of the Securities Exchange Act of 1934 (the "1934
Act"), as amended and (ii) an outside director, as that term
is defined in Section 162(m) of the Internal Revenue Code of
1986, as amended (the "Code"). Options may be either
incentive stock options ("Incentive Stock Options") meeting
the requirements of Section 422(b) of the Code or
non-statutory options which are not intended to meet the
requirements of Section 422(b).
3. Administration. This Plan will be administered by
the Committee, whose construction and interpretation of the
terms and provisions of this Plan shall be final and
conclusive.
The Committee may, in its sole discretion, grant
options to purchase shares of the Company's Common Stock to
such key officers or employees as it shall determine and
shall issue shares upon exercise of such options. The
Committee shall have the authority to determine the time at
which options will be granted, the type of each option
granted, the number of shares which will be subject to each
option as well as, subject to the provisions of this Plan,
the terms and provisions of each agreement with officers or
employees covering the options.
The Committee shall have authority, subject to the
provisions of the Plan, to construe the respective option
agreements as well as this Plan and to prescribe, amend and
rescind such rules and regulations relating to this Plan as
it shall deem proper. The Committee shall make all
determinations which, in its judgment, are necessary or
desirable for the proper administration of this Plan. No
member of the Committee shall be liable for any action or
determination concerning this Plan, if made in good faith.
4. Eligibility. Individuals who are key officers or
employees of the Company or any subsidiary corporation
(including officers and directors who are not employees) as
determined, from time to time, by the Committee, shall be
eligible to participate in this Plan. Members of the
Committee shall not be eligible to be granted stock options
under the Plan while serving on the Committee. No person
shall be granted any Incentive Stock Options under this Plan
who, at the time such option is granted, owns directly or
indirectly, Common Stock of the Company possessing more than
10% of the total combined voting power of all classes of
stock of the Company or of any parent or subsidiary.
5. Stock Subject To Plan. Subject to adjustment as
provided in Section 14 hereof, the stock to be offered under
the Plan shall consist of shares of the Common Stock of the
Company, par value $1.50 per share, and may include
authorized but unissued shares or previously issued shares
reacquired by the Company and held in its treasury. The
aggregate amount of stock to be delivered upon exercise of
all options granted under the Plan shall not exceed 400,000
shares (as presently constituted). If any option granted
hereunder shall expire or terminate for any reason without
having been exercised in full, the unpurchased shares subject
to such option shall again be available for subsequent option
grants under this Plan.
Subject to adjustment as provided in Section 14
hereof, the net maximum number of shares of Common Stock with
respect to which options may be granted to any employee under
the Plan shall not exceed 400,000 shares during the ten-year
term of the Plan. For the purposes of calculating such
maximum number, (a) an option shall continue to be treated as
outstanding notwithstanding its repricing, cancellation or
expiration and (b) the repricing of an outstanding option or
the issuance of a new option in substitution for a cancelled
option shall be deemed to constitute the grant of a new
additional option separate from the original grant of the
option that is repriced or cancelled.
6. Purchase Price. The purchase price of the stock
covered by each option shall be as follows: (a) the fair
market value of such stock, as determined by the Committee,
on the date the option is granted in connection with any
incentive stock options granted hereunder and (b) at or below
the fair market value of such stock (but in no event less
than 50% of the fair market value of the stock), as
determined by the Committee, on the date the option is
granted in connection with any non-statutory stock options
granted hereunder.
The purchase price of any shares purchased shall be
paid in full at the time of each such purchase as follows:
(a) in cash, (b) by check payable to the order of the
Company, (c) by tender of stock certificates in proper form
for transfer to the Company, representing shares of the
Company's Common Stock valued at the fair market value of the
Common Stock (as determined by the Committee) on the
preceding business day, or (d) by any combination of the
foregoing, provided, however, that no shares may be tendered
in payment of the exercise price if such shares were acquired
by previous exercise of an incentive or non-statutory stock
option unless and until a waiting period established, from
time to time, by the Committee has been satisfied. The
obligation to pay the purchase price in full as stated above
shall not preclude the option holder from borrowing funds
from the Company pursuant to any plan covering such loans as
may then be in effect.
7. Duration of Options. Each option and all rights
thereunder shall expire on such date as the Committee may
determine, which shall be, in no event, later than ten years
from the date on which the option is granted (or such shorter
period as may be applicable under Section 422 of the Code.
8. Exercise of Options. Any option may be exercised
in whole at any time or in part from time to time during its
term, provided, however, that no option may be exercised
during the first six months of its term. Subject to this
limitation, the Committee may, in its discretion, provide
that an option, may not be exercised in whole or in part, for
any further period or periods of time specified by the
Committee.
9. Nontransferability of Options. Options issued
under this Plan shall, by their terms, be nontransferable by
the option holder, either voluntarily or by operation of law,
provided, however, that they may be transferred pursuant to a
will or to the laws of descent and distribution or pursuant
to a qualified domestic relations order as defined by the
Code, 26 U.S.C. Section 1 et. seq. or Title I of the Employment
Retirement Income Security Act or rules thereunder. Options
shall be exercisable during the lifetime of the holder only
by the holder.
10. Effect of Termination of Employment. No option may
be exercised unless, at the time of such exercise, the option
holder is, and has been continuously since the date of grant
of his or her option, an officer or employee of the Company
or one of its parent corporations or subsidiaries, provided,
however, that:
(a) if (i) the option is a non-statutory stock
option and the option holder's employment with
the Company terminates other than by reason of
the option holder's death, disability or
retirement, or (ii) if the option is an
incentive stock option and the option holder's
employment with the Company terminates other
than by reason of the option holder's death or
disability, the option shall terminate and its
exercisability shall cease three months after
the date that the option holder's employment
terminates;
(b) if a holder of an incentive stock option (i)
becomes disabled (within the meaning of
Section 105(d)(4) of the Code) while in such
employ, or (ii) dies while in such employ or
within three months after the option holder
ceases to be such an officer or employee of
the Company, such incentive stock options may
be exercised within a period of up to one year
after the date the option holder ceases to be
such an officer or employee because of such
disability or death;
(c) if the holder of a non-statutory stock option
(i) becomes disabled (within the meaning of
Section 105(d)(4) of the Code) while in such
employ, or (ii) dies while in such employ or
within three months after the option holder
ceases to be such an officer or employee of
the Company, or (iii) retires under a
retirement plan of the Company, such
non-statutory stock options may be exercised
within a period of up to one year after the
date the option holder ceases to be such an
officer or employee because of such
disability, death or retirement.
Notwithstanding the foregoing, no option may be exercised
after the expiration date of the option and options may be
cancelled by the Committee at any time if, in the opinion of
the Committee, the option holder engages in activities
contrary to the interests of the Company or any of its
subsidiaries. For all purposes of this Plan and any option
granted hereunder, "employment" shall be defined in
accordance with the provisions of Section 1.421-7(h) of the
Regulations under the Code (or any successor regulations).
Further, in the event of termination of employment
resulting from retirement or disability of the option holder,
any and all outstanding non-statutory options, which are not
fully vested, will continue to vest in accordance with their
respective provisions for a period of one year from the date
of termination of employment. In the case of all other
terminations of employment and in the case of incentive stock
options, vesting will cease as of the date of such
termination.
11. Incentive Stock Options. The aggregate fair market
value (determined as of the respective date or dates of
grant) of the Common Stock which may be made the subject of
Incentive Stock Options granted under this Plan (and under
any other incentive stock option plans of the Company, and
any parent corporation and subsidiary) and first exercisable
by any officer or employee in any one calendar year shall not
exceed the sum of $100,000.
12. Issuance of Shares. No person entitled to exercise
any option granted under this Plan shall have any of the
rights or privileges of a stockholder of the Company in
respect of any shares of stock issuable upon exercise of such
option until certificates representing such shares shall have
been issued and delivered. No shares shall be issued and
delivered upon exercise of any option unless and until, in
the opinion of counsel for the Company, any applicable
registration requirements of the Securities Act of 1933, any
applicable listing requirements of any national securities
exchange on which stock of the same class is then listed and
any other requirements of law or of any regulatory bodies
having jurisdiction over such issuance and delivery, shall
have been fully complied with.
13. Investment Representation. The Company may require
any option holder, as a condition of exercising an option, to
give written assurance in form and substance satisfactory to
the Company to the effect that such person is acquiring the
Common Stock subject to the option for his or her own
account, for investment and not with any present intention of
selling or otherwise distributing the same.
14. Adjustments. If the outstanding shares of the
Common Stock of the Company are changed by reason of a
recapitalization or reclassification of the Company's capital
stock or if there shall be a stock split, stock dividend,
subdivision or combination affecting the Common Stock, an
appropriate and proportionate adjustment shall be made in the
maximum number and kind of shares as to which options may be
granted under this Plan. A corresponding adjustment changing
the number or kind of shares allocated to unexercised options
or portions thereof, which shall have been granted prior to
any such change, shall likewise be made. Any such adjustment
in the outstanding options shall be made without change in
the aggregate purchase price applicable to the unexercised
portion of the option but with a corresponding adjustment in
the price for each share or other unit of any security
covered by the option.
In the event of a consolidation or merger or sale
of all or substantially all of the assets of the Company in
which outstanding shares of Common Stock are exchanged for
securities, cash or other property of any other corporation
or business entity or in the event of a liquidation of the
Company, the Board of Directors of the Company, or the board
of directors of any corporation assuming the obligations of
the Company, may, in its discretion, take any one or more of
the following actions, as to outstanding options: (i) provide
that such options shall be assumed, or equivalent options
shall be substituted, by the acquiring or succeeding
corporation (or an affiliate thereof), provided that any such
options substituted for Incentive Stock Options shall meet
the requirements of Section 424(a) of the Code, (ii) upon
written notice to the option holders, provide that all
unexercised options will terminate immediately prior to the
consummation of such transaction unless exercised by the
option holder within a specified period following the date of
such notice, (iii) in the event of a merger under the terms
of which holders of the Common Stock of the Company will
receive upon consummation thereof a cash payment for each
share surrendered in the merger (the "Merger Price"), make or
provide for a cash payment to the option holders equal to the
difference between (A) the Merger Price times the number of
shares of Common Stock subject to such outstanding options
(to the extent then exercisable at prices not in excess of
the Merger Price) and (B) the aggregate exercise price of all
such outstanding options in exchange for the termination of
such options, and (iv) provide that all or any outstanding
options shall become exercisable in full immediately prior to
such event.
Adjustments under this Section 14 shall be made by
the Board of Directors of the Company, whose determination as
to what adjustments shall be made, and the extent thereof,
shall be final and conclusive. No fractional shares of stock
shall be issued under the Plan for any such adjustment.
15. No Special Employment Rights. Nothing contained in
this Plan or in any option granted under this Plan shall
confer upon any option holder any right with respect to the
continuation of his or her employment by the Company (or any
parent or subsidiary) or interfere in any way with the right
of the Company (or any parent or subsidiary), subject to the
terms of any separate employment agreement to the contrary,
at any time to terminate such employment or to increase or
decrease the compensation of the option holder from the rate
in existence at the time of the grant of an option. Whether
an authorized leave of absence, or absence in military or
government service, shall constitute termination of
employment shall be determined by the Board of Directors at
the time.
16. Other Employee Benefits. The amount of any
compensation deemed to be received by an officer or employee
as a result of the exercise of a stock option will not
constitute "earnings" with respect to which any other
employee benefits of such officer or employee are determined,
including, without limitation, benefits under any pension,
ESOP or life insurance plan.
17. Amendment, Suspension and Termination of the Plan.
The Board of Directors may, at any time and from time to
time, suspend, terminate, modify or amend this Plan in any
respect, provided that (except to the extent expressly
required or permitted by the Plan) no such amendment shall,
without the approval of the shareholders of the Company,
effectuate a change for which shareholder approval is
required in order for the Plan to continue to qualify under
Rule 16b-3 promulgated under Section 16 of the 1934 Act.
The termination or any modification or amendment of
the Plan shall not, without the consent of an option holder,
affect his or her rights under an option previously granted.
The Board of Directors shall have the right to amend or
modify the terms and provisions of this Plan and of any
outstanding Incentive Stock Options granted under this Plan
to the extent necessary to qualify any or all such options
for such favorable Federal income tax treatment (including
deferral of taxation upon exercise) as may be afforded
incentive stock options under Section 422a of the Code.
18. Withholding. The Company's obligation to deliver
shares upon the exercise of any option granted under this
Plan shall be subject to the option holder's satisfaction of
all applicable federal, state and local income and employment
tax withholding requirements. An option holder may elect to
satisfy all applicable Federal, state and local income and
employment tax withholding requirements by: (a) authorizing
the Company to retain a portion of the option shares; (b)
delivering other already owned shares to the Company; (c)
payment in cash or by check; or (d) any combination of the
foregoing.
19. Application of Section 16 of the 1934 Act. With
respect to persons subject to Section 16 of the 1934 Act,
transactions under this Plan are intended to comply with all
applicable conditions of Rule 16b-3 or its successors under
the 1934 Act. To the extent any provision of the Plan or
action by the Committee fails to so comply, it shall be
construed or deemed amended, to the extent permitted by law,
deemed advisable by the Committee and necessary to conform
with such requirements with respect to such person.
20. Effective Date and Expiration of Plan. This Plan
shall be effective on July 27, 1994, subject to its approval
by the holders of a majority of the outstanding Common Stock
of the Company prior to December 31, 1994, and shall expire
automatically on July 27, 2004 (except as to options
previously granted and outstanding at that date).
21. Change in Control. Notwithstanding any other
provision to the contrary in this Plan, in the event of a
Change in Control (as defined below), all options outstanding
as of the date such Change in Control occurs shall become
exercisable in full, whether or not otherwise exercisable in
accordance with their terms.
A "Change in Control" shall occur or be deemed to
have occurred only if any of the following events occur:
(a) any "person", as such term is used in Section
13(d) and 14(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"),
(other than the Company, any trustee or other
fiduciary holding securities under an employee
benefit plan of the Company, or any
corporation owned directly or indirectly by
the stockholders of the Company in
substantially the same proportion as their
ownership of stock of the Company) is or
becomes the "beneficial owner" (as defined in
Rule 13(d) under the Exchange Act), directly
or indirectly, of securities of the Company
representing 50% or more of the combined
voting power of the Company's then outstanding
securities;
(b) individuals who, as of July 27, 1994,
constitute the Board of Directors of the
Company (the "Incumbent Board") cease for any
reason to constitute at least a majority of
the Board, provided that any person becoming a
director subsequent to July 27, 1994 whose
election, or nomination for election by the
Company's stockholders, was approved by a vote
of at least a majority of the directors then
comprising the Incumbent Board (other than an
election or nomination of an individual whose
initial assumption of office is in connection
with an actual or threatened election contest
relating to the election of the directors of
the Company, as such terms are used in Rule
14a-11 of Regulation 14A under the Exchange
Act) shall be, for purposes of this Section,
considered a member of the Incumbent Board;
(c) the stockholders of the Company approve a
merger or consolidation of the Company with
any other corporation, other than (i) a merger
or consolidation which would result in the
voting securities of the Company outstanding
immediately prior thereto continuing to
represent (either by remaining outstanding or
by being converted into voting securities of
the surviving entity) more than 80% of the
combined voting power of the voting securities
of the Company or such surviving entity
outstanding immediately after such merger or
consolidation or (ii) a merger or
consolidation effected to implement a
recapitalization of the Company (or similar
transaction) in which no "person" (as
hereinabove defined) acquires more than 50% of
the combined voting power of the Company's
then outstanding securities; or
(d) the stockholders of the Company approve a plan
of complete liquidation of the Company or an
agreement for the sale or disposition by the
Company of all or substantially all of the
Company's assets.
22. Foreign Jurisdictions. The Committee may adopt,
amend and terminate such arrangements, not inconsistent with
the intent of the Plan as it may deem necessary or desirable
to make available tax or other benefits of the laws of
foreign jurisdictions to option holders who are subject to
such laws.