Exhibit A
1999 Long-Term Incentive Plan
CONMED CORPORATION
1999 LONG-TERM INCENTIVE PLAN
1. PURPOSE. The purpose of the 1999 Long-Term Incentive Plan of CONMED
Corporation (the "Plan") is to promote the long term financial interests of
CONMED Corporation (the "Company"), including its growth and performance, by
encouraging employees of the Company and its subsidiaries and consultants who
provide important services to the Company and its subsidiaries to acquire an
ownership position in the Company, enhancing the ability of the Company and its
subsidiaries to attract and retain employees and consultants of outstanding
ability, and providing employees and consultants with an interest in the Company
parallel to that of the Company's shareholders. To achieve these purposes, the
Company may grant Awards of options, restricted shares, stock appreciation
rights and performance shares to key employees and consultants selected by the
Stock Option Committee, all in accordance with the terms and conditions set
forth in the Plan.
2. DEFINITIONS. The following definitions are applicable to the Plan:
"Award" shall mean an award determined in accordance with the terms of
the Plan.
"Board of Directors" shall mean the Board of Directors of the Company.
"Committee" shall mean the Stock Option Committee of the Board of
Directors. The Committee shall be composed of not less than two directors of the
Company. The Board of Directors may also appoint one or more directors as
alternate members of the Committee. No officer or employee of the Company or of
any subsidiary shall be a member or alternate member of the Committee. The
Committee shall at all times be comprised solely of "outside directors" within
the meaning of Section 162(m) of the Internal Revenue Code and in such a manner
as to satisfy the "non-employee" director standard contained in Rule 16b-3
promulgated under the Exchange Act.
"Common Stock" shall mean the common stock, par value $.01 per share,
of the Company.
"Covered Employee" means, at the time of an Award (or such other time
as required or permitted by Section 162(m) of the Internal Revenue Code) (i) the
Company's Chief Executive Officer (or an individual acting in such capacity),
(ii) any employee of the Company or its subsidiaries who, in the discretion of
the Committee for purposes of determining those employees who are "covered
employees" under Section 162(m) of the Internal Revenue Code, is likely to be
among the four other highest compensated officers of the Company for the year in
which an Award is made or payable, and (iii) any other employee of the Company
or its subsidiaries designated by the Committee in its discretion.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
"Fair Market Value" shall mean, per share of Common Stock, the closing
price of the Common Stock on the Nasdaq Stock Market of the National Association
of Securities Dealers, Inc. (the "Nasdaq Stock Market") on the applicable date,
or, if the shares of Common Stock of the Company are then listed on a securities
exchange, the closing price of the Common Stock on the principal securities
exchange on which such shares are then traded, or, if there are no sales of
Common Stock on the Nasdaq Stock Market or such principal securities exchange
(as applicable) on such date, then the closing price of the Common Stock on
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the last previous day on which a sale on the Nasdaq Stock Market or such
principal securities exchange (as applicable) is reported.
"Internal Revenue Code" means the Internal Revenue Code of 1986, as
amended.
"Participant" shall mean an employee of the Company or any subsidiary
or a consultant who is party to a consulting agreement with the Company or any
subsidiary, in each case who is selected by the Committee to participate in the
Plan.
3. SHARES SUBJECT TO THE PLAN. Subject to adjustment as provided in
Section 16 of this Plan, the number of shares of Common Stock which shall be
available for the grant of Awards under the Plan shall not exceed 1,000,000.
Notwithstanding anything contained herein to the contrary, in no event shall
more than 400,000 shares of Common Stock (subject to adjustment as provided in
Section 16 of this Plan) be available in the aggregate for the issuance of
Common Stock pursuant to performance shares and restricted stock granted under
the Plan. The shares of Common Stock issued under the Plan may be authorized and
unissued shares, treasury shares or shares acquired in the open market
specifically for distribution under the Plan, as the Company may from time to
time determine.
Shares of Common Stock subject to an Award under the Plan that, in
whole or in part, expires unexercised or that is forfeited, terminated or
canceled or is paid in cash in lieu of Common Stock, shares of Common Stock
surrendered or withheld from any Award under the Plan to satisfy a Participant's
income tax withholding obligation and shares of Common Stock owned by the
Participant that are tendered to pay for the exercise of a stock option under
the Plan shall thereafter again be available for grant under the Plan.
4. ADMINISTRATION. The Plan shall be administered by the Committee. A
majority of the Committee shall constitute a quorum, and the acts of a majority
shall be the acts of the Committee. Any determination of the Committee may be
made, without a meeting, by a writing or writings signed by all of the members
of the Committee. In addition, the Committee may authorize any one or more of
their number or any officer of the Company to execute and deliver documents on
behalf of the Committee and the Committee may delegate to one or more employees,
agents or officers of the Company, or to one or more third party consultants,
accountants, lawyers or other advisors, such ministerial duties related to the
operation of the Plan as it may deem appropriate.
Subject to the provisions of the Plan, the Committee (i) (or its
delegate, within limits established by the Committee, with respect to
non-Covered Employees and employees who are not subject to Section 16 of the
Exchange Act) shall select the Participants, determine the type, size and terms
of Awards to be made to Participants, determine the shares or share units
subject to Awards, the restrictions, conditions and contingencies to be
applicable in the case of specific Awards, and the time or times at which Awards
shall be exercisable or at which restrictions, conditions and contingencies
shall lapse, and (ii) shall have the authority to interpret the Plan, to
establish, amend and rescind any rules and regulations relating to the Plan, to
determine the terms and provisions of any agreements entered into hereunder, and
to make all other determinations necessary or advisable for the administration
of the Plan. The Committee may correct any defect, supply any omission or
reconcile any inconsistency in the Plan or in any Award in the manner and to the
extent it shall deem desirable to carry it into effect. The determinations of
the Committee in the administration of the Plan, as described herein, shall be
final and conclusive. No member or alternate member of the Committee shall be
liable for any such action or determination made in good faith.
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5. ELIGIBILITY. All employees of the Company and its subsidiaries and
consultants who are parties to consultancy agreements with the Company or any
subsidiary, in each case who have demonstrated significant management potential
or who have the capacity for contributing in a substantial measure to the
successful performance of the Company, as determined by the Committee in its
sole discretion, are eligible to be Participants in the Plan. In addition, the
Committee may from time to time deem other employees of the Company or its
subsidiaries or consultants eligible to participate in the Plan to receive
awards of nonstatutory stock options. The granting of any Award to a Participant
shall not entitle that Participant to, nor disqualify that Participant from,
participation in any other grant of an Award.
6. AWARDS. Awards under the Plan may consist of: stock options (either
incentive stock options within the meaning of Section 422 of the Internal
Revenue Code or nonstatutory stock options), performance shares, stock
appreciation rights and restricted stock grants. Awards of performance shares
and restricted stock may provide the Participant with dividends or dividend
equivalents and voting rights prior to vesting (whether based on a period of
time or based on attainment of specified performance conditions).
7. STOCK OPTIONS. The award instrument pursuant to which any incentive
stock option is granted shall specify that the option granted thereby shall be
treated as an incentive stock option. The award instrument pursuant to which any
nonstatutory stock option is granted shall specify that the option granted
thereby shall not be treated as an incentive stock option. The Committee shall
establish the option price at the time each stock option is granted, which price
shall not be less than 100% of the Fair Market Value of the Common Stock on the
date of grant. Stock options shall be exercisable for such period as specified
by the Committee, but in no event may options be exercisable for a period of
more than ten years after their date of grant. The option price of each share as
to which a stock option is exercised shall be paid in full at the time of such
exercise. Such payment shall be made in cash, by tender of shares of Common
Stock owned by the Participant valued at Fair Market Value as of the date of
exercise, subject to such guidelines for the tender of Common Stock as the
Committee may establish, in such other consideration as the Committee deems
appropriate, or by a combination of cash, shares of Common Stock and such other
consideration. The Committee, in its sole discretion, may grant to a Participant
the right to transfer Common Stock acquired upon the exercise of a part of a
stock option in payment of the exercise price payable upon immediate exercise of
a further part of the stock option. In no event may any Participant receive
stock options under the Plan with respect to more than 200,000 shares of Common
Stock in any 12 month period.
8. PERFORMANCE SHARES. Performance shares may be granted in the form of
actual shares of Common Stock or share units having a value equal to an
identical number of shares of Common Stock. In the event that a stock
certificate is issued in respect of performance shares, such certificate shall
be registered in the name of the Participant but shall be held by the Company
until the time the performance shares are earned. The performance conditions and
the length of the performance period shall be determined by the Committee but in
no event may a performance period be less than twelve months. The Committee
shall determine in its sole discretion whether performance shares granted in the
form of share units shall be paid in cash, Common Stock, or a combination of
cash and Common Stock.
Awards of performance shares to a Covered Employee shall (unless the
Committee determines otherwise) be subject to performance conditions based on
the achievement (i) by the Company or a business unit of a specified target
operating or net income or return on assets, (ii) by the Company or a business
unit of specified target earnings per share or return on equity, (iii) of a
targeted total shareholder return or (iv) any combination of the conditions set
forth in clauses (i), (ii) and (iii) above. If an Award of performance shares is
made on such basis, the Committee shall establish the relevant performance
conditions within 90 days after the commencement of the performance period (or
such later date as may be required or permitted by Section 162(m) of the
Internal Revenue Code). The Committee may, in its discretion, reduce or
eliminate the amount of payment with respect to an Award of performance shares
to a Covered Employee, notwithstanding the achievement of a specified
performance condition. The maximum number of
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performance shares subject to any Award under the Plan to a Covered Employee is
200,000 for each twelve months during the performance period (or, to the extent
the Award is paid in cash, the maximum dollar amount of any such Award is the
equivalent cash value of such number of Shares at the closing price on the last
trading day of the performance period). For purposes of the immediately
preceding sentence, "trading day" shall mean a day in which the Shares are
traded on the Nasdaq Stock Market or, if applicable, the principal securities
exchange on which the shares of Common Stock are then traded. An Award of
performance shares to a Participant who is a Covered Employee shall (unless the
Committee determines otherwise) provide that in the event of the Participant's
termination of employment prior to the end of the performance period for any
reason, such Award will be payable only (A) if the applicable performance
conditions are achieved and (B) to the extent, if any, as the Committee shall
determine.
9. STOCK APPRECIATION RIGHTS. Stock Appreciation Rights ("SARs") may be
granted only in connection with a stock option. A SAR granted in connection with
an incentive stock option may be granted only when the incentive stock option is
granted. A SAR granted in connection with a nonstatutory stock option may be
granted either when the related nonstatutory stock option is granted or at any
time thereafter, including, in the case of any nonstatutory stock option
resulting from the conversion of an incentive stock option to a nonstatutory
stock option, simultaneously with or after the conversion. A Participant
electing to exercise a SAR shall deliver written notice to the Company of the
election identifying the SAR and the related option with respect to which the
SAR was granted to the Participant, and specifying the number of whole shares of
Common Stock with respect to which the Participant is exercising the SAR. Upon
exercise of the SAR, the related option shall be deemed to be surrendered to the
extent that the SAR is exercised. SARs may be exercised only (i) on a date when
the Fair Market Value of a share of Common Stock exceeds the exercise price
stated in the stock option related to that SAR, (ii) at a time and to the same
extent as the related stock option is exercisable, (iii) by surrender to the
Company, unexercised, of the related stock option or any applicable portion
thereof, and (iv) in compliance with any restrictions that may be set forth in
the Award agreement pursuant to which the SAR was granted. The amount payable
upon exercise of a SAR may be paid by the Company in cash, or, if the Committee
shall determine in its sole discretion, in shares of Common Stock (taken at
their Fair Market Value at the time of exercise of the SAR) or in a combination
of cash and shares of Common Stock; provided, however, that in no event shall
the total number of shares of Common Stock that may be paid to a Participant
pursuant to the exercise of a SAR exceed the total number of shares of Common
Stock subject to the related stock option. A SAR shall terminate and may no
longer be exercised upon the first to occur of (a) exercise or termination of
the related stock option or (b) any termination date specified by the Committee
at the time of grant of the SAR. In addition, the Committee may, in its sole
discretion at any time before the occurrence of a Change of Control, amend,
suspend, or terminate any SAR theretofore granted under the Plan without the
holder's consent; provided that, in the case of amendment, no provision of the
SAR, as amended, shall be in conflict with any provision of the Plan. The
amendment, suspension, or termination of any SAR by the Committee as described
in the immediately preceding sentence shall not affect the holder's rights in
any related stock option.
10. RESTRICTED STOCK. Restricted stock may be granted in the form of
actual shares of Common Stock or share units having a value equal to an
identical number of shares of Common Stock. In the event that a stock
certificate is issued in respect of restricted stock, such certificate shall be
registered in the name of the Participant but shall be held by the Company until
the end of the restricted period. The employment conditions and the length of
the period for vesting of restricted stock shall be established by the Committee
at time of grant. A restricted period of not less than three years shall apply
to shares of Common Stock subject to restricted stock grants under the Plan,
except that a restricted period of less than three years may apply to such
grants with respect to up to ten percent (10%) of the total shares of Common
Stock available for the grant of Awards under the Plan. The Committee shall
determine in its sole discretion whether restricted stock granted in the form of
share units shall be paid in cash, Common Stock, or a combination of cash and
Common Stock.
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11. AWARD AGREEMENTS. Each Award under the Plan shall be evidenced by
an agreement setting forth the terms and conditions, as determined by the
Committee, which shall apply to such Award, in addition to the terms and
conditions specified in the Plan.
12. CHANGE IN CONTROL. In the event of a Change in Control, as
hereinafter defined, (i) the restrictions applicable to all shares of restricted
stock and restricted share units shall lapse and such shares and share units
shall be deemed fully vested, (ii) all restricted stock granted in the form of
share units shall be paid in cash, (iii) all performance shares granted in the
form of shares of Common Stock or share units shall be deemed to be earned in
full, (iv) all performance shares granted in the form of share units shall be
paid in cash, and (v) each a stock option and SAR that is not exercisable in
full shall be deemed fully vested. The amount of any cash payment in respect of
a restricted share unit or performance share unit shall be equal to: (A) in the
event the Change in Control is the result of a tender offer or exchange offer
for Common Stock, the final offer price per share paid for the Common Stock or
(B) in the event the Change in Control is the result of any other occurrence,
the aggregate per share value of Common Stock as determined by the Committee at
such time. The Committee may, in its discretion, include such further provisions
and limitations in any agreement documenting such Awards as it may deem
equitable and in the best interests of the Company.
A "Change in Control" shall mean the occurrence of any one of the
following events: (i) any "person" (as such term is defined in Section 3(a)(9)
of the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the
Exchange Act) is or becomes a "beneficial owner" (as defined in Rule 13d-3 under
the Exchange Act), directly or indirectly, of securities of the Company
representing 25% or more of the combined voting power of the Company's then
outstanding securities eligible to vote for the election of the Board of
Directors (the "Company Voting Securities"); provided, however, that the event
described in this paragraph (i) shall not be deemed to be a Change in Control by
virtue of any of the following acquisitions: (A) by the Company or any of its
subsidiaries, (B) by any employee benefit plan sponsored or maintained by the
Company or any of its subsidiaries, (C) by any underwriter temporarily holding
securities pursuant to an offering of such securities, or (D) pursuant to a
Non-Control Transaction (as defined in clause (iii) below), (ii) during any
period of not more than two years, individuals who constitute the Board of
Directors of the Company as of the beginning of the period (the "Incumbent
Directors") cease for any reason to constitute at least a majority of the Board
of Directors, provided that any person becoming a director subsequent to the
beginning of the period; whose election or nomination for election was approved
by a vote (either by a specific vote or by approval of the proxy statement of
the Company in which such person is named as a nominee for director, without
objection to such nomination) of at least three-quarters of the Incumbent
Directors who remain on the Board of Directors, including those directors whose
election or nomination for election was previously so approved, shall also be
deemed to be an Incumbent Director; provided, however, that no individual
initially elected or nominated as a director of the Company as a result of an
actual or threatened election contest with respect to directors or any other
actual or threatened solicitation of proxies or consents by or on behalf of any
person other than the Board of Directors shall be deemed to be an Incumbent
Director; (iii) the consummation of a merger, consolidation, share exchange or
similar form of corporate reorganization of the Company (or any such type of
transaction involving the Company or any of its subsidiaries that requires the
approval of the Company's shareholders, whether for the transaction or the
issuance of securities in the transaction or otherwise) (a "Business
Combination"), unless immediately following such Business Combination: (a) more
than 60% of the total voting power of the corporation resulting from such
Business Combination (including, without limitation, any corporation which
directly or indirectly has beneficial ownership of 100% of the Company Voting
Securities) eligible to elect directors of such corporation is represented by
shares that were Company Voting Securities immediately prior to such Business
Combination (either by remaining outstanding or being converted), and such
voting power is in substantially the same proportion as the voting power of such
Company Voting Securities immediately prior to the Business Combination, (b) no
person (other than any holding company resulting from such Business Combination,
any employee benefit plan sponsored or maintained by the Company (or
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the corporation resulting from such Business Combination)) immediately following
the consummation of the Business Combination becomes the beneficial owner,
directly or indirectly, of 25% or more of the total voting power of the
outstanding voting securities eligible to elect directors of the corporation
resulting from such Business Combination, and (c) at least a majority of the
members of the board of directors of the corporation resulting from such
Business Combination were Incumbent Directors at the time of the approval of the
execution of the initial agreement providing for such Business Combination (any
Business Combination which satisfies the conditions in clauses (a), (b) and (c)
is referred to hereunder as a "Non-Control Transaction"); or (iv) the
shareholders of the Company approve a plan of complete liquidation or
dissolution of the Company or the sale of all or substantially all of its
assets. Notwithstanding the foregoing, a Change in Control of the Company shall
not be deemed to occur solely because any person acquires beneficial ownership
of more than 25% of the Company Voting Securities as a result of the acquisition
of Company Voting Securities by the Company which reduces the number of Company
Voting Securities outstanding; provided, that if after such acquisition by the
Company such person becomes the beneficial owner of additional Company Voting
Securities that increases the percentage of outstanding Company Voting
Securities beneficially owned by such person, a Change in Control of the Company
shall then occur.
13. WITHHOLDING. The Company shall have the right to deduct from any
payment to be made pursuant to the Plan the amount of any taxes required by law
to be withheld therefrom, or to require a Participant to pay to the Company such
amount required to be withheld prior to the issuance or delivery of any shares
of Common Stock or the payment of cash under the Plan. The Committee may, in its
discretion, permit a Participant to elect to satisfy such withholding obligation
by having the Company retain the number of shares of Common Stock whose Fair
Market Value equals the amount required to be withheld. Any fraction of a share
of Common Stock required to satisfy such obligation shall be disregarded and the
amount due shall instead be paid in cash to the Participant.
14. NONTRANSFERABILITY. No Award shall be assignable or transferable,
and no right or interest of any Participant shall be subject to any lien,
obligation or liability of the Participant, except by will or the laws of
descent and distribution. Notwithstanding the immediately preceding sentence,
the Committee may, subject to the terms and conditions it may specify, permit a
Participant to transfer any nonstatutory stock options granted to him pursuant
to the Plan to one or more of his immediate family members or to trusts
established in whole or in part for the benefit of the Participant and/or one or
more of such immediate family members. During the lifetime of the Participant, a
nonstatutory stock option shall be exercisable only by the Participant or by the
immediate family member or trust to whom such stock option has been transferred
pursuant to the immediately preceding sentence. For purposes of the Plan, (i)
the term "immediate family" shall mean the Participant's spouse and issue
(including adopted and step children) and (ii) the phrase "immediate family
members and trusts established in whole or in part for the benefit of the
Participant and/or one or more of such immediate family members" shall be
further limited, if necessary, so that neither the transfer of a nonstatutory
stock option to such immediate family member or trust, nor the ability of a
Participant to make such a transfer shall have adverse consequences to the
Company or the Participant by reason of Section 162(m) of the Internal Revenue
Code.
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15. NO RIGHT TO EMPLOYMENT OR CONSULTANCY. No person shall have any
claim or right to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to be retained in the employ of the
Company or any subsidiary or retained as a consultant with the Company or any
subsidiary. Further, the Company and its subsidiaries expressly reserve the
right at any time to dismiss a Participant free from any liability, or any claim
under the Plan, except as provided herein or in any agreement entered into
hereunder. Any obligation of the Company under the Plan to make any payment at
any future date merely constitutes the unsecured promise of the Company to make
such payment from its general assets in accordance with the Plan, and no
Participant shall have any interest in, or lien or prior claim upon, any
property of the Company or any subsidiary by reason of that obligation.
16. ADJUSTMENT OF AND CHANGES IN COMMON STOCK. In the event of any
change in the outstanding shares of Common Stock by reason of any stock dividend
or split, recapitalization, merger, consolidation, spinoff, combination or
exchange of shares or other corporate change, or any distributions to common
shareholders other than regular cash dividends, the Committee may make such
substitution or adjustment, if any, as it deems to be equitable, as to the
number or kind of shares of Common Stock or other securities issued or reserved
for issuance pursuant to the Plan and outstanding Awards (including adjustments
to the option and exercise prices of outstanding Awards). Except pursuant to the
previous sentence, the option or exercise price of outstanding Awards may not be
reduced.
17. AMENDMENT. The Board of Directors may amend, suspend or terminate
the Plan or any portion thereof at any time, provided that no amendment shall be
made without shareholder approval if such approval is necessary in order for the
Plan to continue to comply with Rule 16b-3 under the Exchange Act.
18. EFFECTIVE DATE AND TERMINATION. The Plan shall be effective as of
January 1, 1999, subject to its approval by shareholders of the Company. Subject
to earlier termination pursuant to Section 16 of this Plan or by the action of
the Board of Directors, the Plan shall remain in effect until December 31, 2008.
19. PURCHASE FOR INVESTMENT. Each person acquiring Common Stock
pursuant to any Award may be required by the Company to furnish a representation
that he or she is acquiring the Common Stock so acquired as an investment and
not with a view to distribution thereof if the Company, in its sole discretion,
determines that such representation is required to ensure that a resale or other
disposition of the Common Stock would not involve a violation of the Securities
Act of 1933, as amended, or of applicable blue sky laws. Any investment
representation so furnished shall no longer be applicable at any time such
representation is no longer necessary for such purposes.
20. AWARDS IN SUBSTITUTION FOR AWARDS GRANTED BY OTHER COMPANIES.
Awards may be granted under the Plan in substitution for awards held by
employees of a company who become employees of the Company or any subsidiary as
a result of the merger or consolidation of the employer company with the Company
or any subsidiary, or the acquisition by the Company or any subsidiary of the
assets of the employer company, or the acquisition by the Company or any
subsidiary of stock of the employer company as a result of which it becomes a
subsidiary. The terms, provisions, and benefits of the substitute Awards so
granted may vary from the terms, provisions, and benefits set forth in or
authorized by the Plan to such extent as the Committee at the time of the grant
may deem appropriate to conform, in whole or in part, to the terms, provisions,
and benefits of the awards in substitution for which they are granted.
21. GOVERNING LAW. The provisions of the Plan shall be governed and
construed in accordance with the laws of the State of New York.
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CONMED CORPORATION
310 Broad Street--Utica, New York 13501
Annual Meeting of Shareholders--May 18, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Eugene R. Corasanti and Robert E.
Remmell, and either of them, proxies of the undersigned, with full power of
substitution, to vote all the shares of Common Stock of CONMED Corporation (the
"Company") held of record by the undersigned on March 31, 1999, at the Annual
Meeting of Shareholders to be held May 18, 1999, and at any adjournment thereof.
(1) Election of Directors
[_] FOR all nominees listed below [_] WITHHOLD AUTHORITY to vote
(except as indicated otherwise for all nominees listed below
below)
NOMINEES: Eugene R. Corasanti, Robert E. Remmell, Bruce F. Daniels,
William D. Matthews, Stuart J. Schwartz and Joseph J.
Corasanti.
INSTRUCTIONS: To withhold authority to vote for any individual
nominee, write that nominee's name on the space provided
below.
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(2) Appointment of PricewaterhouseCoopers LLP as independent accountants
of the Company for 1999.
[_] FOR [_] AGAINST [_] ABSTAIN
(3) Approval of the Company's 1999 Long-Term Incentive Stock Plan.
[_] FOR [_] AGAINST [_] ABSTAIN
(4) Approval of Amendment to the Company's Restated Certificate of
Incorporation to increase to 100,000,000 the number of authorized
shares of Common Stock.
[_] FOR [_] AGAINST [_] ABSTAIN
(5) In their discretion the proxies are authorized to vote upon such other
matters as may come before the meeting or any adjournment thereof.
All as more particularly described in the Company's Proxy Statement,
dated April 16, 1999 (the "Company's Proxy Statement"), relating to such
meeting, receipt of which is hereby acknowledged.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS SPECIFIED BY THE
UNDERSIGNED SHAREHOLDER. IF NO CHOICE IS SPECIFIED BY THE SHAREHOLDER, THIS
PROXY WILL BE VOTED "FOR" ALL PORTIONS OF ITEMS (1), (2), (3) (SUBJECT TO THE
LIMITATION CONTAINED ON PAGE 2 OF THE COMPANY'S PROXY STATEMENT) AND (4), AND IN
THE PROXIES' DISCRETION ON ANY OTHER MATTERS COMING BEFORE THE MEETING.
The undersigned hereby revokes any proxy or proxies heretofore given to
vote upon or act with respect to such stock and hereby ratifies and confirms all
that said proxies, their substitutes or any of them may lawfully do by virtue
hereof.
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Dated:------------------------, 1999
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