Exhibit 10.18
THE INTERLAKE CORPORATION
1997 STOCK INCENTIVE PROGRAM
1. Purpose. The purpose of The Interlake Corporation 1997
Stock Incentive Program (the "Program") is to attract and retain outstanding
individuals as directors, officers and key employees of The Interlake
Corporation (the "Corporation") and its Subsidiaries (as defined herein) and
to furnish incentives for superior performance by providing such persons
opportunities ("Benefits") to acquire shares of the Corporation's common
stock, $1 par value, or any security into which such shares may be changed
by reason of any transaction or event of the type described in Paragraph
15(a) hereof ("Common Stock").
2. Administration. The Program will be administered by the
Management Development and Compensation Committee (the "Committee") of the
Corporation's Board of Directors (the "Board"). The Committee shall
consist of not less than three directors as the Board may designate from
time to time, each of whom shall be a "Non-Employee Director" within the
meaning of Rule 16b-3 of the Securities and Exchange Commission and an
"Outside Director" within the meaning of Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code"). The interpretation and
construction by the Committee of any provision of the Program or of any
agreement, notification or document evidencing the grant of any Benefits
and any determination by the Committee pursuant to any provision of this
Program or of any such agreement, notification or document shall be final
and conclusive. No member of the Committee shall be liable for any such
action or determination made in good faith.
3. Participants. Participants in the Program will consist of
such directors, officers or key employees of the Corporation or any Subsidiary
(or any person who has agreed to commence serving in any of such
capacities within 90 days following the granting of Benefits to such
person) as the committee in its sole discretion may designate from time to
time to receive Benefits hereunder (each a "Participant"). The
Committee's designation of a Participant at any time shall not require the
Committee to designate such person to receive a Benefit at any other time,
or, if so designated, to receive the same type or amount of Benefit at any
other time, or as may be received by any other Participant at any time.
The Committee shall consider such factors as it deems pertinent in
selecting Participants and in determining the type and amount of their
respective Benefits.
4. Types of Benefits. Benefits under the Program may be
granted in any one or a combination of (a) Stock Options, (b) Restricted
Shares, and (c) Shares in Lieu of Certain Cash Payments, all as described
below in Paragraphs 6 through 9 hereof.
5. Shares Reserved Under the Program. (a) Subject to
adjustment as provided in Section 15(a) of this Program, the number of shares
of Common Stock that may be issued or transferred (i) upon the exercise of
Stock Options, (ii) as Restricted Shares and released from substantial risks of
forfeiture thereof, or (iii) as Shares in Lieu of Certain Cash Payments
shall not exceed in the aggregate 1,150,000 shares plus any shares
relating to Benefits that expire or are forfeited or cancelled. Such
shares may be shares of original issuance or treasury shares or a
combination of the foregoing. Upon the payment of any Option Price by the
transfer to the Corporation of shares of Common Stock or upon satisfaction
of any withholding amount by means of transfer or relinquishment of shares
of Common Stock, there shall be deemed to have been issued or transferred
under this Program only the net number of shares of Common Stock actually
issued or transferred by the Corporation.
(b) Notwithstanding anything in this Section 5, or elsewhere in
this Program, to the contrary, the aggregate number of shares of Common Stock
actually issued or transferred by the Corporation upon the exercise of
Incentive Stock Options shall not exceed 1,150,000 shares, subject to
adjustments as provided in Section 15(a) of this Program. Further, no
Participant shall be granted Stock Options for more than 575,000 shares of
Common Stock during any three year period, subject to adjustments as
provided in Section 15(a) of this Program.
(c) Notwithstanding any other provision of this Program to the
contrary, in no event shall any Participant in any calendar year receive more
than 100,000 Restricted Shares, subject to adjustments as provided in Section
15(a) of this Program.
6. Definitions. As used in the Program,
(a) The term "Date of Grant" means the date specified by
the Committee on which a grant of a Stock Option, Restricted
Shares or Shares in Lieu of Certain Cash Payments shall become
effective (which date shall not be earlier than the date on which
the Committee takes action with respect thereto).
(b) The term "Effective Date" shall be the date on which
the 1997 Stock Incentive Program is approved by the stockholders
of the Corporation in accordance with Section 18.
(c) The term "Incentive Stock Options" means Stock Options
that are intended to qualify as "incentive stock options" under
Section 422 of the Code or any successor provision.
(d) The term "Management Objectives" means measurable
performance objectives established by the Committee pursuant to
this Program for Participants who have received, when so
determined by the Committee, Stock Options or Restricted Shares.
Management Objectives may be described in terms of Corporation-
wide objectives or objectives that are related to the performance
of the Common Stock, the individual Participant or of the
Subsidiary, division, department, region or function within the
Corporation or Subsidiary in which the Participant is employed.
The Management Objectives may be made relative to the performance
of other corporations. If the Committee determines that a change
in the business, operations, corporate structure or capital
structure of the Corporation, or the manner in which it conducts
its business, or other events or circumstances render the
Management Objectives unsuitable, the Committee may in its
discretion modify such Management Objectives, in whole or in
part, as the Committee deems appropriate and equitable.
(e) The term "Market Value per Share" means, at any date,
the average of the high and low price of the Common Stock on that
date (or, if there are no sales on that date, the last preceding
date on which there was a sale) on (i) the New York Stock Exchange
Composite Transactions or (ii) any national securities exchange
on which the Common Stock is traded if it is not traded on the
New York Stock Exchange or (iii) The Nasdaq Stock Market if the
Common Stock is listed thereon and is not traded on any national
securities exchange, in each case as reported by The Wall Street
Journal, corrected for reporting errors.
(f) The term "Optionee" means the optionee named in an
agreement evidencing an outstanding Stock Option.
(g) The term "Option Price" means the purchase price per
share payable on exercise of a Stock Option.
(h) The term "Restricted Shares" means an award of shares
of Common Stock granted pursuant to Paragraph 8 of the Program.
(i) The term "Shares in Lieu of Certain Cash Payments"
means shares of Common Stock granted pursuant to Paragraph 9
hereof.
(j) The term "Stock Option" means an option to purchase
Common Stock granted pursuant to Paragraph 7 of the Program.
(k) The term "Subsidiary" means a corporation, company or
other entity (i) more than 50 percent of whose outstanding shares
or securities (representing the right to vote for the election of
directors or other managing authority) are, or (ii) which does
not have outstanding shares or securities (as may be the case in
a partnership, joint venture or unincorporated association), but
more than 50 percent of whose ownership interest representing the
right generally to make decisions for such other entity is, now
or hereafter, owned or controlled, directly or indirectly,
by the Corporation except that for purposes of determining
whether any person may be a Participant for purposes of any grant
of Incentive Stock Options, "Subsidiary" means any corporation in
which at the time the Corporation owns or controls, directly or
indirectly, more than 50 percent of the total combined voting
power represented by all classes of stock issued by such
corporation.
7. Stock Options. The Committee may, from time to time and
upon such terms and conditions as it may determine, authorize the granting to
Participants of options to purchase shares of Common Stock. Each such grant
may utilize any or all the authorizations, and shall be subject to all of the
limitations, contained in the following provisions:
(a) Each grant shall specify the number of shares of Common
Stock to which it pertains, subject to limitations set forth in
Section 5 of this Program.
(b) Each grant shall specify an Option Price which shall
not be less than the Market Value per Share on the Date of Grant.
(c) Each grant shall specify that the Option Price shall be
payable at the time of exercise in cash or by check acceptable to
the Corporation. Any grant may also provide for payment of the
Option Price by the transfer to the Corporation of (i) shares of
Common Stock owned by the Optionee and having a Market Value at
the time of exercise equal to the total Option Price or (ii) a
combination of cash and shares of Common Stock owned by the
Optionee and having a combined Market Value equal to the total
Option Price.
(d) The Committee may also determine, at or after the Date
of Grant, that payment of the Option Price of any option (other
than an Incentive Stock Option) may also be made in whole or in
part in the form of Restricted Shares or other shares of Common
Stock that are forfeitable or subject to restrictions on transfer
(based, in each case, on the Market Value per Share on the date
of exercise) or other Stock Options (based on the difference
(the "Spread") between the Market Value and the exercise price
of such option on the date of exercise). Unless otherwise
determined by the Committee at or after the Date of Grant,
whenever any Option Price is paid in whole or in part by means
of any of the forms of consideration specified in this paragraph,
the shares of Common Stock received upon the exercise of the
Stock Options shall be subject to such risks of forfeiture
or restrictions on transfer as may correspond to any that apply
to the consideration surrendered, but only to the extent of
(i) the number of shares so surrendered, or (ii) the Spread of
any unexercisable portion of Stock Options.
(e) Any grant may provide for deferred payment of the
Option Price from the proceeds of sale through a bank or broker
on a date satisfactory to the Corporation of some or all of the
shares to which such exercise relates.
(f) Successive grants may be made to the same Participant
whether or not any Stock Options previously granted to such
Participant remain unexercised.
(g) Each grant shall specify the period or periods of
continuous employment by the Optionee with the Corporation or of
continuous service by the Optionee as a director of the
Corporation which is necessary before a Stock Option or any
installment thereof will become exercisable and may provide that
the exercise of a Stock Option or any installment thereof
will be accelerated for any reason stated therein. Any grant may
specify Management Objectives that must be achieved as a condition
to the exercise of such Stock Option.
(h) Stock Options granted under the Program may be (i)
options which are intended to qualify under particular provisions
of the Code (including Incentive Stock Options), (ii) options
which are not intended to so qualify, or (iii) combinations of
the foregoing.
(i) No Stock Option shall be exercisable more than ten
years from the Date of Grant.
(j) Each grant of Stock Options shall be evidenced by an
agreement executed on behalf of the Corporation by an officer
thereof and delivered to the Optionee and containing such terms
and provisions, consistent with the Program, as the Committee
may approve.
8. Restricted Shares. The Committee may from time to time and
upon such terms and conditions as it may determine, authorize the granting to
Participants of Restricted Shares. A Restricted Share constitutes an immediate
transfer of ownership of Common Shares to the Participant in consideration of
the performance of services, entitling such Participant to voting, dividend and
other ownership rights, but subject to the substantial risk of forfeiture and
restrictions on transfer hereinafter referred to. Each grant may utilize any
or all of the authorizations, and shall be subject to all of the limitations,
contained in the following provisions:
(a) Subject to the provisions of Section 5, each such grant
shall specify the number of shares of Common Stock to which it
relates.
(b) Each such grant or sale may be made without additional
consideration or in consideration of a payment by such Participant
that is less than Market Value pe r Share at the Date of Grant.
(c) Each such grant shall be subject to such conditions,
limitations, restrictions and other matters, and shall be subject
to forfeiture or lapse in such circumstances, as the Committee
may prescribe; provided, however, that all or a portion of the
shares of Common Stock covered by such grant shall be subject,
for a period to be determined by the Committee at the Date of
Grant, to a substantial risk of forfeiture within the meaning of
Section 83 of the Code or any successor or substitute provision
thereof and of the regulations issued thereunder. Any grant of
Restricted Shares may specify Management Objectives which, if
achieved, will result in termination or early termination of the
restrictions applicable to such shares. The Committee shall have
authority to cause a grant of Restricted Shares to provide that
termination of restrictions applicable to such Restricted Shares
or any installment thereof will be accelerated for any reason
stated therein.
(d) Each such grant shall specify that the Committee may at
any time amend, suspend or terminate the Restricted Share grant
covered thereby, provided that, in the case of an amendment, the
amended grant of Restricted Shares shall conform to the provisions
of the Program.
(e) Each such grant or sale shall provide that during the
period for which such substantial risk of forfeiture is to
continue, the transferability of the Restricted Shares shall be
prohibited or restricted in the manner and to the extent
prescribed by the Committee at the Date of Grant (which
restrictions may include, without limitation, rights of
repurchase or first refusal in the Corporation or provisions
subjecting the Restricted Shares to a continuing substantial
risk of forfeiture in the hands of any transferee).
(f) Any such grant or sale of Restricted Shares may require
that any or all dividends or other distributions paid thereon
during the period of such restrictions be automatically deferred
and reinvested in additional Restricted Shares, which may be
subject to the same restrictions and substantial risks of
forfeiture as the underlying award.
(g) Each grant or sale of Restricted Shares shall be
evidenced by an agreement executed on behalf of the Corporation
by any officer and delivered to and accepted by the Participant
and shall contain such terms and provisions, consistent with this
Program, as the Committee may approve. Unless otherwise directed
by the Committee, all certificates representing Restricted Shares
shall be held in custody by the Corporation until all restrictions
thereon shall have lapsed, together with a stock power executed
by the Participant in whose name such certificates are registered,
endorsed in blank and covering such Shares.
9. Shares in Lieu of Certain Cash Payments. The Committee may
also authorize the granting of shares of Common Stock in lieu of cash which
would otherwise be payable as a bonus, pursuant to any incentive
compensation plan or otherwise, to Participants. Each such grant may
utilize any or all of the authorizations, and shall be subject to all of
the limitations, contained in the following provisions:
(a) The proportion of any such bonus to be paid in shares
of Common Stock shall be as determined by the Committee.
(b) The number of whole shares to be delivered in lieu of
cash shall be determined by dividing the value of the portion of
the bonus to be paid in shares of Common Stock by the Market
Value per Share as of a date selected by the Committee. The value
of fractional shares shall be added to the cash portion of the
bonus.
(c) None of the shares of Common Stock granted pursuant to
this Paragraph 9 shall be subject to a substantial risk of
forfeiture within the meaning of Section 83 of the Code or any
successor or substitute provision thereof and of the regulations
issued thereunder.
(d) Each grant shall be evidenced by a written notification
executed on behalf of the Corporation by an officer thereof and
delivered to the Participant.
(e) Except to the extent provided in this Paragraph 9, no
cash bonus, whether payable pursuant to an incentive compensation
plan or otherwise, shall constitute a part of the Program or be
affected by the Program.
10. Limitation of Transferability. Except as otherwise
determined by the Committee, no Stock Option shall be transferable otherwise
than by will or the laws of descent and distribution and Stock Options shall be
exercisable during the lifetime of the Participant to whom such Stock
Option has been granted only by him or by his guardian or legal
representative, and after such Participant's death shall be exercisable
only by his legal representative.
11. Other Provisions. The award of any Benefit under the Program
may also be subject to other provisions (whether or not applicable to the
Benefit awarded to any other Participant) as the Committee determines
appropriate, including, without limitation, restrictions on resale or other
disposition, such provisions as may be appropriate to comply with federal
and state securities laws and stock exchange requirements, and
understandings or conditions as to the Participant's employment, in
addition to those specifically provided for under the Program.
12. Manner of Action by the Corporation. The Secretary of the
Corporation (or such other officer as the Chief Executive Officer of the
Corporation may from time to time designate) shall supervise the maintenance of
records for all Participants in the Program. Any determination of such
officer, if approved by the Committee, shall be binding and conclusive for
all purposes.
13. Taxes. To the extent that the Corporation is required to
withhold federal, state, local or foreign taxes in connection with any payment
made or benefit realized by a Participant or other person under this Plan, and
the amounts available to the Corporation for the withholding are
insufficient, it shall be a condition to the receipt of any such payment
or the realization of any such benefit that the Participant or such other
person make arrangements satisfactory to the Corporation for payment of
the balance of any taxes required to be withheld. At the discretion of
the Committee, any such arrangements may include relinquishment of a
portion of any such payment or benefit. The Corporation and any
Participant or such other person may also make similar arrangements with
respect to the payment of any taxes with respect to which withholding is
not required.
14. Tenure. A Participant's right, if any, to continue to serve
the Corporation as a director, officer or employee shall not be enlarged or
otherwise affected by the establishment of the Program or his designation
as a Participant.
15. Adjustment Provisions. (a) The Committee shall make or
provide for such adjustments in the number of shares of Common Stock covered by
outstanding Stock Options granted hereunder, in the Option Price
applicable to such Stock Options, and in the kind of securities covered
thereby, as the Committee in its sole discretion, exercised in good faith,
determines is equitably required to prevent dilution or enlargement of the
rights of Optionees that otherwise would result from (a) any stock
dividend, stock split, combination of shares, recapitalization or other
change in the capital structure of the Corporation, or (b) any merger,
consolidation, spin-off, reorganization, partial or complete liquidation,
repurchase or exchange of shares, issuance of rights or warrants to
purchase securities, or (c) any other corporate transaction or event
having an effect similar to any of the foregoing. Moreover, in the event
of any such transaction or event, the Committee, in its discretion, may
provide in substitution for any or all outstanding Benefits under this
Program such alternative consideration as it, in good faith, may determine
to be equitable in the circumstances and may require in connection
therewith the surrender of all Benefits so replaced. The Committee shall
also make or provide for such adjustments in the numbers of shares
specified in Section 5 of the Program as the Committee in its sole
discretion, exercised in good faith, determines is appropriate to reflect
any transaction or event described in the preceding sentence.
(b) Notwithstanding any other provision of the Program, and
without affecting the number of shares available hereunder, the Committee may
authorize the issuance or assumption of Benefits in connection with any
merger, consolidation, acquisition of property or stock, or reorganization
upon such terms and conditions as it may deem appropriate.
16. Fractional Shares. The Corporation shall not be required to
issue any fractional shares of Common Stock pursuant to this Program. The
Corporation may provide for the elimination of fractions or for the
settlement of fractions in cash.
17. Amendment and Termination of Benefits and the Program.
(a) The Committee may at any time and from time to time amend, suspend or
terminate the Program; provided, however, that any amendment which must be
approved by the stockholders of the Corporation in order to comply with
applicable law or the rules of the principal national securities exchange
upon which the shares of Common Stock are traded or quoted shall not be
effective unless and until such approval has been obtained. No Benefit
shall be granted pursuant to the Program after the tenth anniversary of
the Effective Date.
(b) The Committee may, with the concurrence of the affected
Optionee, amend or cancel any agreement evidencing Stock Options granted under
this Program; provided, however, that no such amendment will cause any Stock
Option to cease to qualify as "performance-based" within the meaning of
Section 162(m) of the Code. In the event of cancellation, the Committee
may authorize the granting of new Stock Options (which may or may not
cover the same number of shares which had been the subject of the prior
agreement) in such manner, at such Option Price, and subject to the same
terms, conditions and descriptions, as under the Program would have been
applicable had the cancelled Stock Options not been granted.
(c) In case of termination of employment or cessation of
services as a director, in each case by reason of death, disability or
retirement under a retirement plan of the Corporation or any Subsidiary or in
the case of hardship or other special circumstances of a Participant who holds
a Stock Option not immediately exercisable in full, or any Restricted Shares
as to which a condition, limitation, restriction or substantial risk of
forfeiture has not lapsed, the Committee may, in its sole discretion,
accelerate the time at which such Stock Option may be exercised or the
time at which such condition, limitation, restriction or substantial risk
of forfeiture will lapse.
(d) Presentation of the Program or any amendment to the Program
for stockholder approval is not to be construed to limit the Corporation's
authority to offer similar or dissimilar benefits through plans or programs
that are not subject to stockholder approval.
18. Effective Date. This 1997 Stock Incentive Program shall
become effective on the date (the "Effective Date") that it is approved by the
affirmative vote of a majority of the shares present or represented at an
annual or special meeting of stockholders of the Corporation and entitled
to vote on the subject matter; provided that such stockholder approval is
obtained within 12 months after the adoption of this 1997 Stock Incentive
Program by the Board.