EXHIBIT 4.1
Effective October 1, 1997
STANDEX INTERNATIONAL CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
1. Purpose.
This Plan affords certain employees of Standex
International Corporation (the "Company") and its wholly-
owned subsidiaries ("Subsidiaries") an opportunity to
obtain shares of the Common Stock of the Company on a
favorable basis.
2. Stock Subject to Plan.
The stock to be offered under this Plan will be shares of
the Common Stock of the Company, par value $1.50 per share,
("Standex stock") and may include authorized but unissued
shares or treasury shares. Subject to adjustment as
provided in Section 12, the aggregate amount of stock which
may be purchased under this Plan shall not exceed 400,000
shares of Standex stock (as presently constituted).
3. Employees Eligible to Participate.
An employee shall become eligible to participate in this
Plan as of the first day of any calendar quarter after
he/she becomes employed by the Company or any of its
Subsidiaries if the employee is employed within the United
States and is compensated in U.S. currency. Non-employee
directors of the Company and employees, (i) whose customary
employment is for twenty hours or less per week, (ii) who
are customarily employed for not more than five months in
any calendar year or (iii) who own 5% or more of the voting
stock of the Company, are not eligible. All eligible
employees shall enjoy equal rights and privileges under
this Plan.
4. Grant of Option to Purchase.
Each eligible employee ("Participant") is granted, on the
first business day of each quarter (the "Grant Date"), an
option to purchase, on the last business day of each
quarter (the "Purchase Date"), such number of shares
(including fractional shares) of Standex stock as may be
purchased by the aggregate amount deducted from his/her
compensation during said quarter at a price equal to the
lesser of:
(a) 85% of the opening price on the Grant Date; or
(b) 85% of the closing price on the Purchase Date.
The opening and closing prices shall be determined by
reference to the opening and closing prices on the
principal national securities exchange on which Standex
stock is listed for trading. A business day shall be
defined as a day on which the national securities exchanges
are open for trading.
5. Participation
Each Participant may participate in the Plan at the
beginning of any calendar quarter by completing and
forwarding a "Payroll Deduction Authorization Form For
Purchase of Standex International Stock" to his/her
appropriate payroll location before the commencement of the
quarter. The form will authorize regular payroll
deductions from the Participant's compensation to commence
at the beginning of the calendar quarter specified in the
form. The Company will maintain payroll deduction accounts
for all Participants.
The amount deducted must be at least $5.00 per week for
employees paid on a weekly basis and $20.00 per month for
employees paid on any other basis. In addition, the amount
deducted may not exceed the higher of:
(a) 10% of the "Compensation" (as defined below)
received by the Participant from the Company in
the prior calendar year divided by either 52 (for
employees paid on a weekly basis) or 24 (for
employees paid on a semi-monthly basis); or
(b) 10% of the Participant's current annual base
salary, if any, divided by either 52 or 24, as
appropriate,
provided, however, that the amount deducted shall not
exceed $144.23 per week (for employees paid on a weekly
basis) or $312.50 per pay period (for employees paid on a
semi-monthly basis).
"Compensation" shall mean base salary and/or net
commissions paid by the Company plus any bonus amounts paid
by the Company but excluding any amounts received from the
Profit Improvement Participation Shares Plan.
A Participant may increase or decrease his/her payroll
deduction once every three months by filing a new Payroll
Deduction Authorization Form. The change may not be
effective sooner than the next pay period after the receipt
of the Form.
A Participant may terminate his/her participation in the
Plan at any time but may not re-enter the Plan until the
commencement of the calendar quarter following the
expiration of three months from his/her last termination of
participation.
Participation in the Plan shall be wholly voluntary. No
employee may purchase shares under the Plan to the extent
such purchase would result in the ownership by him/her of
more than 5% of the voting stock of the Company. For the
purposes of the preceding sentence, the rules of Section
424(d) of the Internal Revenue Code of 1986, as amended,
(the "Code") shall apply in determining the stock ownership
of an individual and stock which the Participant may
purchase under outstanding options shall be treated as
stock owned by the Participant.
6. Purchase of Shares.
So long as a Participant maintains his/her
participation in the Plan, the number of shares
computed under Sections 4 and 5 will automatically be
purchased on the Purchase Date and shares will be
issued to the Participant after the 15th day of the
following month will be held in book entry form at the
transfer agent of the Company. The number of shares
purchased shall be shown on a statement issued to the
Participant after the 15th day of the month following
the Purchase Date. Certificates will not be issued
unless the Participant specifically so requests in
writing to the transfer agent of the Company. Upon
receipt of such request, certificates shall be in whole
shares.
All purchases of Standex stock under this Plan must be made
by payroll deductions only.
7. Designation of Accounts..
Accounts may be designated in the name of the Participant
or, if he/she so indicates on the Payroll Deduction
Authorization Form, in the Participant's name jointly with
a member of his/her family (who is not a minor) with right
of survivorship. A Participant who is a resident of a
jurisdiction which does not recognize such a joint tenancy,
may have their account designated in his/her name as tenant
in common with a member of his/her family, without right of
survivorship.
8. Rights as a Stockholder.
The rights and privileges of a stockholder of the Company
shall exist with respect to the shares purchased under this
Plan when a statement has been issued evidencing the shares
purchased for the Participant.
9. Rights on Retirement, Death, Termination of Employment or
Termination of Participation.
In the event of a Participant's retirement, death,
termination of employment or termination of participation
during a calendar quarter, any withholdings made from the
Participant's pay during the current quarter shall be
either used to purchase shares under the Plan at the end of
that quarter or, if the Participant so requests prior to
the end of that quarter, refunded to the Participant.
In the case of retirement, death or termination of
employment, a certificate will then be issued for all whole
shares in book entry form totaling 100 or more and a check
will be issued for any fractional shares remaining in the
Participant's account. If, in any such case, the total
shares in book entry form are less than 100, the transfer
agent of the Company will sell the shares in the account as
soon as practicable upon receiving notice from the Company
that the Participant retired, died or terminated
employment.
In the case of a termination of participation by a
Participant who will continue as an employee of the Company
or one of its wholly-owned subsidiaries, the book entry
account of such Participant will be maintained.
10. Rights Not Transferable.
Rights under this Plan are not transferable by a
Participant other than by will or 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 and are exerciseable
during his/her lifetime only by the Participant.
11. Application of Funds.
All funds received or held by the Company under this Plan
may be used for any corporate purpose.
12. Adjustment in Case of Changes Affecting Standex Stock.
If the outstanding shares of Standex stock are changed by
reason of a recapitalization or reclassification or if
there shall be a stock split, stock dividend, subdivision
or combination affecting the Standex stock, an appropriate
and proportionate adjustment shall be made in the maximum
number and kind of shares subject to this Plan. A
corresponding adjustment changing the number or kind of
shares allocated to unexercised options which shall have
been granted prior to any such change shall likewise be
made. Adjustments under this Section 12 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, binding and conclusive.
13. Administration.
The Salary and Employee Benefits Committee of the Board of
Directors of the Company (the "Committee") which shall be
made up of two or more directors each of whom is a
disinterested person as that term is defined in Section 16b-
(3)(c)(2)(i) of the Securities Exchange Act of 1934 (the
"1934 Act"), may from time to time impose, amend or repeal
such regulations, not inconsistent herewith, as it may deem
necessary for the proper administration of the Plan.
However, such regulations shall neither permit nor deny
participation in the Plan contrary to the requirements of
the Code (including, but not limited to, Section 423(b)(3),
(4) and (8) thereof) and regulations promulgated
thereunder.
14. Amendment of the Plan.
Either the Board of Directors of the Company or the
Committee may at any time, or from time to time, amend this
Plan in any respect, except that, without the approval of a
majority of the shares of stock of the Company then issued
and outstanding and entitled to vote, no amendment shall be
made
(a) increasing the aggregate number of shares which may be
issued under this Plan (other than as provided in Section 12); or
(b) changing the class of employees eligible to receive options
under this Plan.
15. Effective Date of Plan.
This Plan shall take effect October 1, 1997, provided that
it is approved by the holders of a majority of the shares
of the Common Stock of the Company present, in person or by
proxy, and entitled to vote at the Annual Meeting of
Stockholders within the 12 months following that date.
16. Termination of the Plan
This Plan and all rights of employees under any offering
hereunder shall terminate:
(a) on the day that Participants become entitled to
purchase a number of shares equal to or greater
than the number of shares remaining available for
purchase. If the number of shares entitled to be
purchased is greater than the shares remaining
available, the available shares shall be allocated
by the Committee among such participating
employees in such manner as they deem fair; or
(b) at any time, at the discretion of the Committee.
Upon termination of this Plan, all amounts in the accounts
of Participants, to the extent not used to purchase shares
under the Plan, shall be promptly refunded.
17. Leaves of Absence
If a Participant ceases to receive compensation because of
an authorized leave of absence, sick leave, military
service or layoff or if a Participant becomes temporarily
ineligible because of a change of employment status, the
payroll deductions under this Plan will be automatically
suspended. Such payroll deductions will only be re-
established after the individual returns to full employment
status.
18. Government Regulations.
The Company's obligation to sell and deliver Standex stock
under this Plan is subject to compliance with any
governmental law, regulation or other requirement in
connection with the authorization, issuance or sale of such
stock.
19. Limitation Required by the Code.
No Participant shall be permitted to purchase shares of
Standex stock under all stock purchase plans of the
Company, its parents or subsidiaries, at a rate which
exceeds $25,000 of fair market value of such shares
(determined as of the Grant Date) in any calendar year.
20. 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 deemed null and void, to the extent permitted
by law and deemed advisable by the Committee.