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EXHIBIT 10.6
JLG Industries, Inc.
Directors Stock Option Plan
August 1, 1998
1. Purpose
The JLG Industries, Inc. Directors Stock Option Plan (the "Plan") is
designed to enable Outside Directors of JLG Industries, Inc. (the
"Company") to acquire or increase a proprietary interest in the Company,
and thus to share in the future success of the Company's business.
Accordingly, the Plan is intended as a further means not only of attracting
and retaining outstanding Outside Directors, but also of promoting a closer
identity of interests between Outside Directors and shareholders.
2. Definitions
In this Plan document, unless the context clearly indicates otherwise,
words in the masculine gender shall be deemed to refer to females as well
as males, any term used in the singular also shall refer to the plural, and
the following capitalized terms shall have the following meanings set forth
in this Section 2:
(a) "Beneficiary" means the person or persons designated in writing by the
Grantee as his beneficiary in respect of an Option; or, in the absence
of an effective designation or if the designated person or persons
predecease the Grantee, the Grantee's Beneficiary shall be the person
or persons who acquire by bequest or inheritance the Grantee's rights
in respect of an Option. In order to be effective, a Grantee's
designation of a Beneficiary must be on file with the Company before
the Grantee's death. Any such designation may be revoked and a new
designation substituted therefor at any time before the Grantee's
death.
(b) "Board of Directors" or "Board" means the Board of Directors of the
Company.
(c) "Change in Control" means the first to occur of the following events:
(1) an acquisition (other than directly from the Company) of
securities of the Company by any person, immediately after which
such person, together with all securities law affiliates and
associates of such person, becomes the beneficial owner of
securities of the Company representing 25 percent or more of the
voting power; provided that, in determining whether a Change in
Control has occurred, the acquisition of securities of the
Company in a non-control acquisition will not constitute an
acquisition that would cause a Change in Control; or
(2) three or more directors, whose election or nomination for
election is not approved by a majority of the members of the
incumbent Board then serving as members of the Board of
Directors, are elected within any single 12-month period to serve
on the Board of Directors; provided that an individual whose
election or nomination for election is approved as a result of
either an actual or threatened election contest or proxy contest,
including by reason of any agreement intended to avoid or settle
any election contest or proxy contest, will be deemed not to have
been approved by a majority of the incumbent Board for purposes
of this definition; or
(3) members of the incumbent Board cease for any reason to constitute
at least a majority of the Board of Directors; or
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(4) approval by shareholders of the Company of:
(i) a merger, consolidation, or reorganization involving the
Company, unless
(A) the shareholders of the Company, immediately before the
merger, consolidation, or reorganization, own, directly or
indirectly immediately following such merger, consolidation,
or reorganization, at least 75 percent of the combined
voting power of the outstanding voting securities of the
corporation resulting from such merger, consolidation, or
reorganization in substantially the same proportion as their
ownership of the voting securities immediately before such
merger, consolidation, or reorganization;
(B) individuals who were members of the incumbent Board
immediately prior to the execution of the agreement
providing for such merger, consolidation, or reorganization
constitute at least a majority of the board of directors of
the surviving corporation; and
(C) no person (other than (I) the Company or any Subsidiary
thereof, (II) any employee benefit plan (or any trust
forming a part thereof) maintained by the Company, any
Subsidiary thereof, or the surviving corporation, or (III)
any person who, immediately prior to such merger,
consolidation, or reorganization, had beneficial ownership
of securities representing 25 percent or more of the voting
power) has beneficial ownership of securities representing
25 percent or more of the combined voting power of the
Surviving Corporation's then outstanding voting securities;
(ii) a complete liquidation or dissolution of the Company; or
(iii) an agreement for the sale or other disposition of all or
substantially all of the assets of the Company to any person
(other than a transfer to a Subsidiary).
(d) "Code" means the Internal Revenue Code of 1986, as amended from time
to time.
(e) "Committee" means a committee consisting of such number (not less than
two) of members of the Compensation Committee of the Board of
Directors with such qualifications as are required to satisfy the
requirements of Rule 16b-3 of the Securities Exchange Act of 1934 as
in effect from time to time (or any successor rule of similar import).
(f) "Company" means JLG Industries, Inc.
(g) "Disability" means having a total and permanent disability as defined
in Section 22(e)(3) of the Code.
(h) "Employee" means any person who is an employee , as defined in Section
3401(c) of the Code, of the Company, any Subsidiary, or any Parent.
(i) "Fair Market Value" means, when used in connection with the Shares on
a certain date, the mean of the high and low prices at which Shares
are traded on the trading day preceding the date of determination as
reported for such day by The Wall Street Journal (or if Shares are not
traded on such day, on the next preceding day on which Shares are
traded) or, if the prices at which Shares are traded are not reported
by the Wall Street Journal, any other appropriate method that the
Company deems fair and equitable.
(j) "Grantee" means a person to whom an Option has been granted under the
Plan.
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(k) "Option" means any option to purchase a Share or Shares pursuant to
the provisions of the Plan.
(l) "Option Agreement" means the written agreement to be entered into by
the Company and the Grantee, as provided in Section 5 hereof.
(m) "Outside Director" means each member of the Board of Directors who is
not an Employee.
(n) "Parent" means any parent corporation of the Company within the
meaning of Section 424(e) of the Code (or a successor provision of
similar import).
(o) "Plan" means the JLG Industries, Inc. Directors Stock Option Plan, as
set forth herein and as amended from time to time.
(p) "Shares" means shares of the Company's $.20 par value capital stock.
(q) "Subsidiary" means a subsidiary corporation of the Company within the
meaning of Section 424(f) of the Code (or a successor provision of
similar import).
(r) "Term" means the period during which a particular Option may be
exercised.
3. Adoption Date and Duration of the Plan
The Plan is effective September 27, 1993, and shall continue in effect
until December 31, 2003, unless it is sooner terminated in accordance with
Section 13 hereof; provided, however, that if the Plan is not approved by
the affirmative votes of the holders of a majority of the securities of the
Company present, or represented, and entitled to vote, at a meeting duly
held in accordance with applicable law, the Plan and all Options shall be
of no effect. An Option outstanding at the time the Plan is terminated
shall not cease to be or cease to become exercisable pursuant to its terms
solely because of the termination of the Plan.
4. Number and Source of Shares Subject to the Plan
(a) The Company may grant Options under the Plan with respect to not more
than 1,968,000 Shares, which shall be provided from Shares in the
Company's treasury, by the issuance of Shares authorized but unissued,
or from outstanding Shares purchased in the open market.
(b) If an Option previously granted is surrendered before exercise, or
lapses or is terminated without being exercised, in whole or in part,
the Shares subject to the Option shall become available for the
granting of Options under the Plan within the aggregate maximum number
of Shares stated in subsection (a), but only to the extent that such
Option has not been exercised.
5. Grant of Options
(a) In each year during the term of the Plan, a single Option to purchase
6,000 Shares shall automatically be granted to each individual who is
an Outside Director on the date of grant for that year; provided,
however, that such Options shall not be granted unless the Company had
a net profit before extraordinary events (as determined by the
Company's independent auditors and reflected in the Company's annual
report) for the immediately preceding fiscal year. The date of grant
of such Options in each year shall be the date on which the results of
the election of directors held at the Company's annual meeting for
that year are certified by the judge of elections.
(b) At any time after shareholder approval of the Plan and prior to the
termination of the Plan, a single Option shall automatically be
granted to each individual who is appointed to the Board for the first
time by action of the Board and not action of the Company's
shareholders. The date of grant of such an Option shall be the date on
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which the Outside Director is appointed to the Board for the first
time. The number of Shares subject to such an Option shall be
determined according to the following formula: 16.4384 x (365 -Y),
where Y is the number of days between the immediately preceding annual
meeting and the date of grant.
(c) All such grants shall be subject to and conditioned upon shareholder
approval of the Plan as provided in Section 3. The Options shall not
be incentive stock options within the meaning of Section 422(b) of the
Code. Options may be granted under the Plan only as provided in this
Section 5.
(d) Appropriate officers of the Company are hereby authorized to execute
and deliver Option Agreements in the name of the Company.
6. Terms of Options
(a) The Option price per Share of each Option shall be equal to the Fair
Market Value of a Share on the date of the grant of the Option.
(b) Each Option shall have a Term of ten years, unless it is sooner
terminated in accordance with the provisions of the Plan. In no event
shall an Option be exercisable after the expiration of such Term.
(c) Each Option shall first become exercisable with respect to all of the
Shares on the first anniversary of the date of the grant of the
Option, except that no Option may be exercised prior to the expiration
of six months after the later of (i) the date of the grant of the
Option or (ii) the date of shareholder approval of the Plan.
(d) A Grantee may at any time or from time to time during the Term of an
Option exercise all or any portion of the Option that is then
exercisable.
(e) Notwithstanding the provisions of subsection (c), upon the expiration
of the mandatory six-month holding period specified in subsection (c)
above, all outstanding Options shall become exercisable in full,
immediately following the date on which the Company obtains actual
knowledge that a Change in Control has occurred.
7. Exercise of Option
(a) Options shall be exercised by delivering or mailing to the Company:
(1) a notice, in the form and in the manner prescribed by the
Company, specifying the number of Shares to be purchased, and
(2) payment in full of the Option price for the Shares so purchased
(i) by money order, cashier's check, or certified check; (ii) by
the tender of Shares to the Company, or by the attestation to the
ownership of the Shares that otherwise would be tendered to the
Company in exchange for the Company's reducing the number of
Shares that it issues to the Grantee by the number of Shares
necessary for payment in full of the Option price for the Shares
so purchased; (iii) a combination thereof; or (iv) unless the
Committee expressly notifies the Grantee otherwise at any time
prior to full exercise, by the Grantee's (a) irrevocable
instructions to the Company to deliver the Shares issuable upon
exercise of the Option promptly to the broker for the Grantee's
account and (b) irrevocable instruction letter to the broker to
sell Shares sufficient to pay the exercise price and upon such
sale to deliver the exercise price to the Company, provided that
at the time of exercise, such exercise would not subject the
Grantee to liability under section 16(b) of the Securities
Exchange Act of 1934, or would be exempt pursuant to Rule 16b-3
promulgated under such Act or any other exemption from such
liability. The Company shall deliver an acknowledgment to the
broker upon receipt of instructions to deliver the
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Shares. The Company shall deliver the Shares to the broker upon
the settlement date. The broker shall deliver to the Company cash
sale proceeds sufficient to cover the exercise price upon receipt
of the Shares from the Company.
The Company shall determine acceptable methods for tendering or
attesting to Shares to exercise an Option under the Plan, and may
impose such limitations and prohibitions on the use of Shares to
exercise Options as it deems appropriate. For purposes of determining
the amount of the Option price satisfied by tendering or attesting to
Shares, such Shares shall be valued at their Fair Market Value on the
date of tender or attestation, as applicable. Except as provided in
this paragraph, the date of exercise shall be deemed to be the date
that the notice of exercise and payment of the Option price are
received by the Committee. For exercise pursuant to Section
7(a)(2)(iv) of the Plan, the date of exercise shall be deemed to be
the date that the notice of exercise is received by the Committee.
(b) Subject to subsection (c) below, upon receipt of the notice of
exercise and upon payment of the Option price, the Company shall
promptly deliver to the Grantee (or Beneficiary) a certificate or
certificates for the Shares purchased, without charge to him for issue
or transfer tax.
(c) The exercise of each Option under the Plan shall be subject to the
condition that if at any time the Company shall determine (in
accordance with the provisions of the following sentence) that it is
necessary as a condition of, or in connection with, such exercise (or
the delivery or purchase of Shares thereunder) (i) to satisfy
withholding tax or other withholding liabilities, (ii) to effect the
listing, registration, qualification on any securities exchange, on
any quotation system, or under any state or federal law, of any Shares
otherwise deliverable in connection with such exercise, or (iii) to
obtain the consent or approval of any regulatory body, then in any
such event such exercise shall not be effective unless such
withholding, listing, registration, qualification, consent or approval
shall have been effected or obtained free of any conditions not
acceptable to the Company in its reasonable and good faith judgment.
In seeking to effect or obtain any such withholding, listing,
registration, qualification, consent or approval, the Company shall
act with all reasonable diligence. Any such postponement or limitation
affecting the right to exercise an Option shall not extend the time
within which the Option may be exercised, unless the Company and the
Grantee choose to amend the terms of the Option to provide for such an
extension; and neither the Company nor its directors or officers shall
have any obligation or liability to the Grantee or to a Beneficiary by
reason of any such postponement or limitation.
(d) Except as provided in Section 7(e) below, Options granted under the
Plan shall be nontransferable other than by will or by the laws of
descent and distribution in accordance with Section 8(a) hereof, and
an Option may be exercised during the lifetime of the Grantee only by
him.
(e) Subject to the approval of the Committee in its sole discretion,
Options may be transferable to members of the immediate family of the
Grantee and to one or more trusts for the benefit of such family
members, partnerships in which such family members are the only
partners, or corporations in which such family members are the only
stockholders. "Members of the immediate family" means the Grantee's
spouse, children, stepchildren, grandchildren, parents, grandparents,
siblings (including half brothers and sisters), and individuals who
are family members by adoption.
(f) Upon the purchase of Shares under an Option, the stock certificate or
certificates may, at the request of the purchaser, be issued in his
name and the name of another person as joint tenants with right of
survivorship.
8. Exercise of Option after Termination of Status as a Director
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(a) Death
If a Grantee's status as a member of the Board shall terminate due to
the Grantee's death, or if the Grantee shall die while an Option is
exercisable pursuant to subsection (d) below, any Option held by the
Grantee on the date of his death may be exercised at any time within
twelve months after the Grantee's death, and only by the Grantee's
Beneficiary.
(b) Disability
If a Grantee's status as a member of the Board shall terminate due to
his Disability, the Grantee may exercise the Option at any time within
two years after such termination.
(c) Retirement
If a Grantee's status as a member of the Board shall terminate due to
his retirement, the Grantee may exercise the Option at any time within
five years after such termination.
(d) Termination of Status as a Director for any Other Reason
If a Grantee's status as a member of the Board shall terminate for any
reason other than those specified in subsection (a), (b) or (c) above,
the Grantee may exercise the Option at any time within six months
after the termination of such status, to the extent that the Option
was exercisable on the date of such termination.
(e) Notwithstanding any other provision of this Plan, except for the
six-month waiting period described in the final sentence of Section
6(c) and the ten-year Term of the Option described in Section 6(b), an
Option shall become immediately exercisable in full upon Disability or
death of the Grantee, and any Option that would have become
immediately exercisable in full upon the Grantee's Disability or death
but for the application of such six-month waiting period shall become
immediately exercisable in full upon the expiration of such six-month
waiting period.
9. Tax Withholding
The Company shall have the right to collect an amount sufficient to satisfy
any federal, state and/or local withholding tax requirements that might
apply with respect to any Option to a Grantee.
10. Shareholder Rights
An Option shall not confer upon the Grantee any rights of a shareholder,
unless and until Shares are actually issued to him pursuant to the exercise
of the Option.
11. Adjustment for Changes in Capitalization
Subject to the provisions of Section 13 hereof, in the event that there if
any change in the Shares through merger, consolidation, reorganization,
recapitalization or otherwise; or if there shall be any dividend on the
Shares, payable in Shares; or if there shall be a stock split or a
combination of Shares, the number of Shares subject to outstanding Options,
and the Option price per Share of each outstanding Option may be
proportionately adjusted by the Board of Directors as it deems equitable in
its sole and absolute discretion to prevent dilution or enlargement of the
rights of the Grantees; provided that any fractional Shares resulting from
such adjustments shall be eliminated.
12. Effects of Merger or Other Reorganization
If the Company shall be the surviving corporation in a merger or other
reorganization, Options shall extend to stock and securities of the Company
after the merger or other
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reorganization to the same extent that a person who held, immediately
before the merger or reorganization, the number of Shares corresponding to
the number of Shares covered by the Award would be entitled to have or
obtain stock and securities of the Company under the terms of the merger or
reorganization.
13. Termination, Suspension or Modification of Plan
The Board of Directors may at any time terminate, suspend, or modify the
Plan; provided that the Board shall not, without approval by the
affirmative votes of the holders of a majority of the securities of the
Company present, or represented, and entitled to vote, at a meeting duly
held in accordance with applicable law, (a) change the class of persons
eligible for Options; (b) change the Option price of Options as provided in
Section 6 (other than through adjustments for changes in capitalization as
provided in Section 11 hereof); (c) increase the maximum duration of the
Plan; (d) materially increase the benefits accruing to participants under
the Plan; or (e) materially increase the number of securities that may be
issued under the Plan; and provided further that the provisions of the Plan
that affect the eligibility to participate in the Plan, or that affect the
number, Option price or timing of Options shall not be amended more than
once every six months, other than to comport with changes in the Code, the
Employee Retirement Income Security Act, or the rules thereunder. The last
proviso is intended to comply with the exemption for formula awards under
17 C.F.R. ss. 240.16b-3(c)(2)(ii)(B) and shall be construed consistent
with, applied only to the extent required by such provision. No
termination, suspension or modification of the Plan shall adversely affect
any right acquired by any Grantee, or by any Beneficiary, under the terms
of any Option granted before the date of such termination, suspension or
modification, unless such Grantee or Beneficiary shall expressly consent;
but it shall be conclusively presumed that any adjustment pursuant to
Section 11 hereof does not adversely affect any such right.
14. Application of Proceeds
The proceeds received by the Company from the sale of Shares under the Plan
shall be used for general corporate purposes.
15. General Provisions
The grant of an Option in any year shall not confer upon the Grantee any
right to remain a member of the Board.
16. Governing Law
The Plan shall be construed and its provisions enforced and administered in
accordance with the laws of the Commonwealth of Pennsylvania, except to the
extent that such laws may be superseded by any federal law.
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EXHIBIT 22
Listing of Subsidiaries
Percent of
Voting
Securities
Jurisdiction of Owned by
Subsidiary Incorporation the Company
- ---------- --------------- --------------
JLG Equipment Services, Inc. Pennsylvania 100%
Fulton International, Inc. Delaware 100%
Fulton International Foreign
Sales Corporation Barbados 100%
Zontess Pty. Ltd. Australia 100%
JLG Manufacturing, LLC Pennsylvania 100%
The financial statements of the above listed subsidiaries are included in the
Company's Consolidated Financial Statements incorporated herein by reference.