EXHIBIT 4
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. Sc1 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.