SCHEDULE 14A
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. ___)
Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check
the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
Globe Business Resources, Inc.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined)
4) Proposed maximum aggregate value of transaction:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identity the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
(LOGO)
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To Be Held
July 22, 1997
Dear Shareholder:
We are pleased to invite you to attend our Annual Shareholders' Meeting
which will be held at the Sharonville Convention Center, 11355 Chester Road,
Cincinnati, Ohio 45246 on July 22, 1997 at 11:00 a.m.
Eastern Time.
The purposes of this Annual Meeting are:
1. To elect five Directors to serve for the next year;
2. To amend the Articles of Incorporation to increase the number of
authorized shares of Common Stock from ten million to fifteen million
shares;
3. To adopt the Globe 1997 Stock Option and Incentive Plan;
4. To adopt the Globe 1997 Directors Stock Option Plan;
5. To ratify the appointment of Price Waterhouse LLP as the Company's
independent public accountants for fiscal year 1998; and
6. To transact such other business as may properly come before the
meeting or any adjournment thereof.
After the meeting we will review our progress during the past year and
our plans for the coming year. Our officers and directors will be available to
discuss the Company's operations with you and answer your questions regarding
Globe.
Yours truly,
David D. Hoguet
Chairman of the
Board of Directors
Dated: May 30, 1997
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE VOTE, SIGN AND PROMPTLY
RETURN YOUR PROXY CARD IN THE ENCLOSED ENVELOPE. PROXIES MAY BE REVOKED BY
WRITTEN NOTICE OF REVOCATION, THE SUBMISSION OF A LATER PROXY, OR BY ATTENDING
THE MEETING AND VOTING IN PERSON. IF YOU WISH TO ATTEND THE MEETING, BUT YOUR
SHARES ARE HELD IN THE NAME OF A BROKER, TRUST, BANK OR OTHER NOMINEE, YOU
SHOULD BRING WITH YOU A PROXY OR LETTER FROM THE BROKER, TRUSTEE, BANK OR
NOMINEE CONFIRMING YOUR BENEFICIAL OWNERSHIP OF THE SHARES.
(LOGO)
GLOBE BUSINESS RESOURCES, INC.
1925 Greenwood Avenue
Cincinnati, Ohio 45246
Telephone (513) 771-8221
P R O X Y S T A T E M E N T
Annual Meeting of Shareholders
July 22, 1997
INTRODUCTION
The Board of Directors of Globe Business Resources, Inc. is requesting
your Proxy for use at the Annual Meeting of Shareholders on July 22, 1997, and
at any adjournment thereof. The approximate mailing date of this Proxy Statement
and the accompanying Proxy Card is June 3, 1997.
VOTING AT THE MEETING
GENERAL
Shareholders may vote in person or by proxy. Proxies may be revoked at
any time by filing with the Company either a written revocation or a duly
executed Proxy Card bearing a later date, or by appearing at the meeting and
voting in person. All shares will be voted as specified on each properly
executed Proxy Card. If no choice is specified, the shares will be voted as
recommended by the Board of Directors in favor of Items 2, 3, 4 and 5 and for
the nominees for directors named herein. If any other matters come before the
Meeting or any adjournment, each proxy will be voted in the discretion of the
individuals named as proxies on the card.
Because the affirmative vote of a majority of the voting power of Globe
is required to amend the Articles of Incorporation, abstentions and shares not
voted for any reason, including broker non-votes, will have the effect of a "no"
vote on Item 2. Abstentions, shares not voted and broker non-votes will have no
effect on any other vote taken at the meeting.
As of May 1, 1997, Globe had 4,440,509 shares of Common Stock issued and
outstanding. Each share is entitled to one vote. Only shareholders of record at
the close of business on the record date of May 27, 1997, are entitled to notice
of and to vote at the meeting.
PRINCIPAL SHAREHOLDERS
The following are the only shareholders known by the Company to own
beneficially 5% or more of its outstanding Common Stock as of May 1, 1997:
Name of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
-------------------------- -------------------- --------
David D. Hoguet 772,965 (a)(b) 17.4%
1925 Greenwood Avenue
Cincinnati, Ohio 45246
Blair D. Neller 707,143 (b) 15.9%
1650 West Camelback Road
Phoenix, Arizona 85015
Wellington Management Company 386,000 8.7%
75 State Street
Boston, MA 02109
Alvin Z. Meisel 381,428 8.6%
1650 Central Parkway
Cincinnati, Ohio 45210
(a)Includes 46,751 shares held as custodian for Mr. Hoguet's two minor children.
(b)Includes outstanding exercisable options for the purchase of shares of Common
Stock of 1,500 shares each for Messrs. Hoguet and Neller.
PROPOSAL REGARDING ELECTION OF DIRECTORS
The Board is nominating for re-election all of the current directors,
namely David D. Hoguet, Blair D. Neller, Alvin Z. Meisel, William R. Griffin and
Thomas C. Parise.
All directors elected at the Annual Meeting will be elected to hold
office until the next annual meeting. Should any of the nominees become unable
to serve, proxies will be voted for any substitute nominee designated by the
Board. Nominees receiving the highest number of votes cast for the positions to
be filled will be elected.
PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION TO INCREASE AUTHORIZED SHARES
The Board of Directors is proposing that the Company's Articles of
Incorporation be amended to increase the number of shares of Common Stock
authorized from ten million to fifteen million shares. As of May 1, 1997, the
Company had 4,440,509 shares of Common Stock issued and outstanding and an
additional 225,042 shares reserved for issuance under various stock option
plans. The Company currently does not have any plans to issue any of the
additional shares to be authorized under this proposal. However, the Board
believes it prudent to have additional shares available in case such shares are
needed for acquisitions, or other business purposes, without the need for
holding a special shareholders' meeting for that purpose.
An increase in authorized shares may, in some cases, make a change in
control of Globe more difficult by allowing selective placement of newly issued
shares.
The text of the proposed-amendment is:
RESOLVED, That the first paragraph of Article Four of the Company's
Restated and Amended Articles of Incorporation be amended to read as
follows:
"The maximum number of shares which the Company is authorized to
have outstanding is Fifteen Million One Hundred Thousand
(15,100,000), of which:
(i) Fifteen Million (15,000,000) shares of no par value are
to be Common Stock; and
(ii) One Hundred Thousand (100,000) shares of no par value
are to be Preferred Stock."
Approval of this amendment requires the affirmative vote of a majority
of the voting power of Globe.
PROPOSAL TO ADOPT THE GLOBE 1997 STOCK OPTION AND INCENTIVE PLAN
The Board recommends approval of the 1997 Stock Option and Incentive
Plan under which awards for 150,000 shares of Common Stock would be reserved for
issuance. The Plan was adopted by the Board on April 8, 1997, subject to
shareholder approval. On May 1, 1997, the last reported sales price of the
Common Stock on the Nasdaq National Market was $9.375.
The following is a summary of the Plan which appears in its entirety as
Exhibit A.
The purpose of this Plan is to attract and retain dedicated and loyal
employees of outstanding ability, to stimulate the efforts of such persons in
meeting the Company's objectives and to encourage ownership of the Company's
Common Stock by employees.
The Plan will be administered and interpreted by the Compensation
Committee which is composed of three non-employee directors. The Committee will
evaluate the duties of employees and their present and potential contributions
to the Company and such other factors as it deems relevant in determining key
persons to whom awards will be granted and the number of shares covered by such
awards. All employees of Globe and its subsidiaries are eligible to be
considered by the Committee for the awards.
Types of Awards
The plan provides for the grant of Common Stock Options and restricted
and unrestricted shares of Common Stock.
Stock Options
All Options are to be granted at an exercise price of not less than 95%
of the fair market value at the time of grant. Options granted may be either
Incentive Options, designed to provide certain tax benefits under the Internal
Revenue Code, or Nonqualified Options without such benefits. However, persons
who beneficially own 10% or more of the Company's outstanding Common Stock may
not be granted incentive options for terms exceeding five years and their
exercise prices must be at least 110% of the market value at the time of grant.
Each option shall be for a term of one to ten years and may not be
exercised during the first twelve months of the term. Commencing on the first
anniversary of the date of grant, the Option may be exercised for 25% of the
total shares covered by the Option with an additional 25% of the total shares
becoming exercisable on each succeeding anniversary until the Option is
exercisable to its full extent. The Committee is empowered to grant options with
different vesting provisions. Options may be exercised for cash, for shares of
the Company's Common Stock at its fair market value on the date of exercise, or
for both. If the employment of a person holding an option is terminated for any
reason other than death, total permanent disability or retirement, the Option
terminates.
Stock Awards
The Plan authorizes the Committee to grant awards in the form of
restricted or unrestricted shares of Common Stock. These awards may be in such
amounts and subject to such terms, including the price to be paid, if any, for
restricted awards, and conditions, if any, as the Committee may determine
including, without limitation, contingencies related to the attainment of
specified performance goals or continued employment.
Federal Income Tax Consequences
Stock Options. Persons who receive options incur no federal income tax
liability at the time of grant.
Persons exercising Nonqualified Options recognize taxable income and the
Company has a tax deduction at the time of exercise to the extent of the
difference between market price on the date of exercise and the exercise price.
Persons exercising Incentive Stock Options do not recognize taxable
income until they sell the stock. Sales within two years of the date of grant or
one year of the date of exercise result in taxable income to the holder and a
deduction for the Company, both measured by the difference between the market
price at the time of sale and the exercise price. Sales after such period are
treated as capital transactions to the holder and the Company receives no
deduction.
Stock Awards. A participant who has been granted an award of restricted
shares of Common Stock will not realize taxable income at the time of the grant,
and the Company will not be entitled to a tax deduction at the time of the
grant, unless the participant makes an election to be taxed at that time. When
the restrictions lapse, the participant will recognize taxable income equal to
the excess of the market value of the shares at such time over the amount, if
any, paid for such shares. The grant of an award of unrestricted Common Stock
will produce immediate tax consequences for both the participant and the
Company. The participant will be treated as having received taxable compensation
equal to the then fair market value of the Common Stock awarded. The Company
will receive a tax deduction equal to the income recognized by the participant.
Options are not transferable except by will or the laws of descent and
distribution, and an option may be exercised during the lifetime of a holder
only by the holder. Approval of this Plan requires the affirmative vote of a
majority of votes cast at the meeting.
PROPOSAL TO APPROVE THE GLOBE 1997 DIRECTORS STOCK OPTION PLAN
The Board of Directors has adopted, subject to shareholder approval, the
1997 Directors Stock Option Plan. The Directors Plan provides for the granting
of Nonqualified Options to acquire up to 50,000 shares of Common Stock to
non-employee directors of the Company. Globe now has three non-employee
directors.
The following is a summary of the 1997 Directors Plan which is included
as Appendix B.
The 1997 Directors Plan shall be administered by a committee of any
three or more directors appointed by the Board of Directors. The Committee
interprets and administers the Directors Plan, and determines the terms and
conditions of the Options. All members of the Board of Directors elected at the
Annual Meeting of Shareholders beginning in 1997 and who are not employees of
the Company or a subsidiary shall be granted an immediately exercisable ten year
option to purchase 1,000 shares of Common Stock.
The exercise price for Directors Options shall be the last closing sales
price reported immediately prior to the date of grant. Options may be exercised
for cash or shares of the Company's Common Stock valued at its fair market value
on the date of exercise. Options are not transferable except by will or the laws
of descent and distribution, and an option may be exercised during the lifetime
of a holder only by the holder. Persons who receive options under the 1997
Directors Plan incur no federal income tax liability at the time or the grant.
Persons exercising a 1997 Directors Option recognize taxable income to the
extent of the difference between the exercise price and the market price on the
date of exercise and Globe receives a tax deduction to the same extent.
Approval of the Directors Plan requires the affirmative vote of a major-
ity of votes cast at the meeting.
RATIFICATION OF APPOINTMENT OF ACCOUNTANTS
The Audit Committee of the Board of Directors appointed Price Waterhouse
LLP as its independent public accountants for the fiscal year ending February
28, 1998. Price Waterhouse LLP has been the independent accounting firm for the
Company since 1989. Although not required by law, the Board is seeking
shareholder ratification of this selection. The affirmative vote of a majority
of votes cast at the meeting is required for ratification. If ratification is
not obtained, the Board intends to continue the employment of Price Waterhouse
LLP at least through fiscal 1998. Representatives of Price Waterhouse LLP are
expected to be present at the Shareholders' Meeting and will be given an
opportunity to comment, if they so desire, and to respond to appropriate
questions that may be asked by shareholders.
OTHER MATTERS
Any other matters considered at the Meeting including adjournment will
require the affirmative vote of a majority of shares voting.
SHAREHOLDER PROPOSALS
Shareholders who desire to have proposals included in the Notice for the
Shareholders' Meeting to be held in 1998 must submit their proposals in writing
to Globe, Attention Secretary, at its offices on or before February 1, 1998.
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The following is information concerning Globe's directors and executive
officers as of May 1, 1997:
Common Stock
Beneficially Owned
------------------------
Name and Age Position Amount Percentage
- ----------------------------- --------------------------- ------------- ----------
David D. Hoguet (45) Chairman of the Board and 772,965(3)(5) 17.4
Chief Executive Officer
Blair D. Neller (44) President, Chief Operating 707,143(5) 15.9
Officer and Director
Alvin Z. Meisel(1)(2) (68) Director 381,428 8.6
William R. Griffin(1)(2) (53) Director 1,500 *
Thomas C. Parise(1)(2) (42) Director 2,000 *
Brian A. Brumm (42) Executive Vice President -- *
Jeffery D. Pederson (37) Executive Vice President 1,500(4) *
Victoria L. Chester (37) Senior Vice President - 1,100(5) *
Planning and Secretary
Sharon G. Kebe (36) Senior Vice President - 2,000(5) *
Finance and Treasurer
Lyle J. Tomlinson (35) Senior Vice President 25,793(4) *
Paul D. Helwagen (41) Vice President 750(4) *
Barbara A. Hemmelgarn (45) Vice President - 750(4) *
Merchandising
All Executive Officers and 1,896,929(6) 42.4(6)
Directors as a Group (12
Persons)
- -----------------------------------
<FN>
*Less than one percent
(1) Audit Committee Member.
(2) Compensation Committee Member.
(3) Includes 46,751 shares held as custodian for Mr. Hoguet's two minor
children.
(4) Consists solely of exercisable stock options for the purchase of shares of
Common Stock.
(5) Includes outstanding exercisable stock options for the purchase of shares of
Common Stock of 1,500 each for Messrs. Hoguet and Neller and 1,000 each for
Mss. Chester and Kebe.
(6) Includes outstanding exercisable stock options for the purchase of shares of
Common Stock.
</FN>
Mr. Hoguet has been Chairman of the Board and Chief Executive Officer of
the Company since April 1990. From 1986 to 1990, he served as President of the
Company and its predecessor businesses. He has been a director since 1988. Prior
to joining Globe, Mr. Hoguet was Vice President of Finance, Treasurer and a
director of Chemed Corporation. Mr. Hoguet served as Chairman of the
International Furniture Rental Association from May 1993 to March 1994 and as
the Association's President from March 1991 to May 1993. Mr. Hoguet is a founder
of the Company.
Mr. Neller joined the Company as Executive Vice President in April 1989 and
has been President and Chief Operating Officer since April 1990 and a director
since 1989. Prior to joining Globe, Mr. Neller was a Vice President in the
Consumer Markets Division of Merrill Lynch & Co. Mr. Neller is a director of the
International Furniture Rental Association. Mr. Neller is a founder of the
Company.
Mr. Meisel has been President of The Globe Furniture Company (d/b/a Globe
Furniture Galleries), a retail furniture operation located in Cincinnati, since
1959. Mr. Meisel is a founder of the Company. Mr. Meisel has been a director of
the Company since 1989.
Mr. Griffin is the former President and director of Roto-Rooter, Inc., a
provider of sewer and drain cleaning services, a position he held from May 1985
until September 1996. From May 1991 until September 1996, Mr. Griffin was also
an Executive Vice President of Chemed Corporation. Mr. Griffin is also a
director of Harmony Brook, Inc.
Mr. Parise is President and a director of Inter-Tel, Incorporated, a
designer and manufacturer of voice and data communication systems and network
services. Mr. Parise has served in various capacities with Inter-Tel over the
past 15 years.
Mr. Brumm is an Executive Vice President of Globe and has held this
position since April 1997. Mr. Brumm was Vice President, Treasurer and the Chief
Financial Officer of Roto-Rooter, Inc. from August 1984 to September 1996. He
was also a director of Roto-Rooter from 1985 to 1996.
Mr. Pederson has served as Executive Vice President since January 1996. He
joined the Company as a Senior Vice President in April 1994. From 1987 until
1994 he was employed as the Vice President and Chief Operating Officer of Budget
Rents Furniture, Inc.
Ms. Chester has served as Senior Vice President-Planning and Development
since January 1996 and as the Company's Secretary since January 1994. From
January 1994 through January 1996 she also served as the Company's Treasurer and
from January 1995 through January 1996 she served as Vice President Planning.
From October 1992 through December 1993, Ms. Chester was a portfolio manager for
Sena, Weller, Rohs, Williams, a financial advisory firm. Ms. Chester was
employed by Federated Department Stores in various capacities, including
Director of Planning for its Stern's Department Stores division, from 1986
through August 1989, and from that time until June 1992 was engaged in earning a
law degree. Ms. Chester is a certified public accountant and an attorney.
Ms. Kebe has served as the Company's Senior Vice President - Finance and
Treasurer since January 1996. She joined the Company as Controller in January
1993 and also served as Vice President - Finance between January 1995 and
January 1996. For the nine years prior to that time, she was employed by Ernst &
Young in various positions including audit manager and recruitment coordinator.
Ms. Kebe is a certified public accountant.
Mr. Tomlinson has served as a Senior Vice President of the Company since
February 1993 and was a Vice President from April 1990 through January 1993.
Prior to April 1990, Mr. Tomlinson was a District Manager of the Company.
Mr. Helwagen has served as Vice President since March 1997. From 1992 to
1997, he was the Company's Vice President - Operations and from 1988 to 1992, he
was the Director of Warehouse Operations. Prior to joining Globe, he was
employed by the Lazarus Division of Federated Department Stores as Director of
Furniture Operations.
Ms. Hemmelgarn has served as the Vice President - Merchandising since April
1996. She joined the Company as Vice President - Commercial Development in
October 1993. Prior to joining Globe, Ms. Hemmelgarn held a variety of positions
with Cort Business Services, Inc., including Zone General Manager, National
Marketing and Merchandise Manager - Office, and Director of Commercial
Development.
None of the officers or directors is related except that Mr. Hoguet is Mr.
Meisel's son-in-law.
BOARD OF DIRECTOR ACTIONS
The Board of Directors met seven times during fiscal 1997.
The Audit Committee, composed of Messrs. Parise (Chairman), Griffin and
Meisel reviews the Company's internal accounting operations. It also recommends
the employment of independent accountants and reviews the relationships between
the Company and its outside accountants. During fiscal 1997 the Committee met
three times.
The Compensation Committee establishes compensation levels for management
and administers the Company's Stock Option Plans. Current members of the
Compensation Committee are Messrs. Griffin (Chairman), Meisel and Parise. The
Committee met four times during fiscal 1997 and took action in writing on two
occasions.
The Directors Stock Option Committee administers the Directors Stock Option
Plan. The Committee held no meetings in fiscal 1997. Current members of the
Committee are Messrs. Hoguet (Chairman), Neller and Meisel.
The Company does not have a nominating or executive committee.
Directors who are not employees of the Company receive $10,000 per year for
serving as a Director and a member of committees, plus $750 for each director's
meeting attended and $250 for each director's meeting held by telephone.
Committee members receive $750 per committee meeting attended, unless the
committee meeting occurs on the same day as a director's meeting, in which case
the committee member will receive only the director's meeting fee. Directors who
are employees of the Company are not separately compensated for serving as
Directors.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Company is not aware of any instances where any person, who during
fiscal 1997 was required to file a report pursuant to Section 16(a) of the
Securities Exchange Act of 1934, failed to report any transaction on a timely
basis or failed to file any required report or form.
EXECUTIVE COMPENSATION
The following table sets forth the compensation of the Company's executive
officers who earned over $100,000 in salary and bonus for fiscal 1997.
Long Term
Compensation
----------
Awards
Annual Compensation ----------
-------------------------------------------- Number of
Other Securities
Name and Annual Underlying
Principal Position Year Salary Bonus Compensation(1) Options
- ------------------------- ---- -------- ------- --------------- ----------
David D. Hoguet 1997 $239,149 $60,000 $2,046 6,000
Chairman of the Board of 1996 230,000 39,440 1,440 -
Directors, Chief Executive 1995 216,470 47,375 1,945 -
Officer
Blair D. Neller 1997 $239,149 $60,000 $2,046 6,000
President, Chief Operating 1996 230,000 39,440 1,993 -
Officer 1995 216,470 47,375 2,218 -
Jeffery D. Pederson 1997 $93,500 $12,000 $1,274 9,000
Executive Vice President 1996 85,211 23,000 1,211 -
1995(2) 69,353 25,000 411 -
Lyle J. Tomlinson 1997 $84,176 $35,311 $1,382 6,000
Senior Vice President 1996 79,013 15,770 948 -
1995 72,591 28,800 1,014 -
Victoria L. Chester 1997 $80,000 $22,000 $1,207 6,000
Senior Vice President - 1996 74,222 18,500 927 -
Planning and Development 1995 66,380 15,000 276 -
and Secretary
<FN>
(1) Represents matching contributions made by the Company under its 401(k)
savings plans and term life insurance premiums.
(2) Mr. Pederson was employed by the Company on April 11, 1994.
</FN>
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth stock options granted under the 1996
Stock Option Plan to the executive officers of the Company during fiscal 1997.
Potential Realizable
Value at Assumed
Number of Percent of Annual Rates of Stock
Securities Total Options Price Appreciation
Underlying Granted to Exercise for Option Term(2)
Options Employees in Price Expiration ---------------------------
Name Granted(1) Fiscal Year (per share) Date 0% 5% 10%
---- ---------- ----------- ----------- ---------- ------ ------- --------
David D. Hoguet 6,000 4.7% $11.50 3/8/06 -- $40,965 $106,123
Blair D. Neller 6,000 4.7% $11.50 3/8/06 -- $40,965 $106,123
Jeffery D. Pederson 6,000 4.7% $ 8.00 3/8/06 $19,500 $27,739 $ 68,998
3,000 2.4% $ 8.00 11/4/06 15,109 38,299
Lyle J. Tomlinson 4,000 3.1% $ 8.00 3/8/06 13,000 $18,492 $ 45,999
2,000 1.6% $ 8.00 11/4/06 10,073 25,532
Victoria L. Chester 4,000 3.1% $ 8.00 3/8/06 13,000 $18,492 $ 45,999
2,000 1.6% $ 8.00 11/4/06 10,073 25,532
<FN>
(1) Options under the 1996 Plan are exercisable at the rate of 25% per year
commencing one year after grant.
(2) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. The "0%"
column represents the excess of the $11.25 market value on the date of
original grant over exercise price of options whose exercise price were
reduced from $11.50 to $8 per share. The gains shown in the 5% and 10%
columns are based on assumed rates of stock appreciation of 5% and 10%,
compounded annually from the date the respective options were repriced
to their expiration date. The potential realizable values shown are net
of the option exercise price, but do not include deductions for taxes.
The actual realizable values, if any, on the stock option exercises will
depend on the future performance of the Common Stock, the optionee's
continued employment through applicable vesting periods and the date on
which the options are exercised.
</FN>
AGGREGATED 1997 YEAR-END OPTION VALUES
The following table sets forth information regarding fiscal 1997
year-end option values for the named executive officers of the Company.
Number of Securities
Underlying Value of Unexercised
Unexercised Options In-the-Money Options
Shares at Fiscal Year End at Fiscal Year End
Acquired Value ---------------------------- ----------------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- --------------- ----------- -------- ----------- ------------- ----------- -------------
David D. Hoguet - - - 6,000 - -
Blair D. Neller - - - 6,000 - -
Jeffery D. Pederson - - - 9,000 - $22,500
Lyle J. Tomlinson - - 24,793 6,000 $245,164 15,000
Victoria L. Chester - - - 6,000 - 15,000
TEN YEAR OPTION REPRICINGS
Length of
Number of Market Original
Securities Price of Exercise Option
Underlying Stock at Price at New Term
Options Time of Time of Exercise Remaining
Name Date Repriced Repricing Repricing Price at Repricing
- ------------------------------------------------------------------------------------------------------
Jeffery D. Pederson 11/4/96 6,000 $8.00 $11.50 $8.00 9.33 yrs.
Executive Vice President
Lyle J. Tomlinson 11/4/96 4,000 $8.00 $11.50 $8.00 9.33 yrs.
Senior Vice President
Victoria L. Chester 11/4/96 4,000 $8.00 $11.50 $8.00 9.33 yrs.
Senior Vice President -
Planning and Development
and Secretary
Sharon G. Kebe 11/4/96 4,000 $8.00 $11.50 $8.00 9.33 yrs.
Senior Vice President -
Finance and Treasurer
Paul D. Helwagen 11/4/96 3,000 $8.00 $11.50 $8.00 9.33 yrs.
Vice President -
Operations
Barbara A. Hemmelgarn 11/4/96 3,000 $8.00 $11.50 $8.00 9.33 yrs.
Vice President -
Merchandising
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
ON EXECUTIVE COMPENSATION
The Compensation Committee establishes, oversees and directs the
executive compensation policies of the Company and administers the Company's
stock option plans. The Committee consists of the Company's three independent
outside directors, none of whom is or was an officer or employee of the Company.
Compensation for executives is based on the principles that compensation
must (i) be competitive with other quality companies in order to attract,
motivate and retain the exceptional individuals needed to lead and grow the
Company's business; (ii) provide a strong incentive for key executives to
achieve the Company's goals; and (iii) make prudent use of the Company's
resources and provide enhanced value to shareholders.
The Committee believes that variable at-risk compensation should make up
a significant portion of executive compensation, and therefore, ties
compensation to the achievement of Company and individual performance
objectives. Executive compensation consists primarily of an annual salary,
bonuses linked to objective performance standards and long-term equity-based
compensation.
The annual salaries of the Company's executive officers are set at
levels designed to attract, retain and motivate exceptional individuals by
rewarding them for both individual and Company performance. The Committee
reviews the annual salary of each executive officer in relation to that
officer's performance, previous salary and the general market conditions and
trends and then makes appropriate adjustments. The Committee intends to review
executive compensation annually and to revise salaries based on each executive
officer's past performance, expected future performance and the scope and nature
of the officer's responsibilities, including expected changes in those
responsibilities.
The Committee believes that a significant portion of the executive
compensation should be related to both the financial results of the Company and
the specific performance of the individual. Every fiscal year, the Committee
establishes a bonus plan for each executive officer based on the Company's
financial performance as well as individual operating and strategic objectives.
Typical operating objectives focus on revenues and earnings.
The Company has employee stock option plans in order to offer key
employees the opportunity to acquire an equity interest in the Company and
thereby align the interests of these employees more directly with the long-term
interest of shareholders. Awards under these employee stock option plans have
to-date been solely in the form of stock options. Nonqualified stock options
having a fixed exercise price and vesting ratably over a four year period were
granted to executive officers and other key employees during fiscal 1997.
The Committee established salaries for fiscal 1997 at its meeting on
March 7, 1996, which was the first meeting after the Company became public.
Those salary levels were established based on their evaluation of the officers'
performance during the year. At that meeting the Committee also awarded bonuses
to certain officers based on their work during the Company's initial public
offering. At a meeting in April 1996, the Committee reviewed a formula-based
1996 bonus plan that had been prepared by management and awarded bonuses to
officers. The Committee also approved a bonus formula for fiscal 1997, which set
up certain targets based on earnings per share, regional pre-tax and operation
performance factors and sales and expense control targets. Bonuses shown in the
executive compensation table reflect the application of this plan.
The Committee determined the fiscal 1997 compensation of Mr. Hoguet, the
Chairman and Chief Executive Officer of the Company, in accordance with the
principles discussed above.
In March 1996, the Compensation Committee awarded Options to various
executive officers with an exercise price equal to the February 1996 initial
public offering price of $11.50 per share. In order to review all executive
salaries at the same time rather than on an anniversary of employment basis, the
Committee decided at its April 1996 meeting to conduct these reviews annually at
the October Committee meeting. After the October review, the Committee decided
not to grant general salary increases as many executive salaries had been
increased on the most recent anniversary date preceding October 1996. Instead it
decided to grant additional 1996 Options to reflect the progress of the Company
and of the Company's executive officers and to provide further compensation and
incentive to those persons in accordance with the purpose of the Plan as adopted
by the shareholders. The Committee met its objectives both by granting new
Options and by lowering the exercise price of most of the outstanding options
held by executive officers. The Committee took into account that the market
price for the Company's Common Stock had declined from $11.50 to approximately
$8, thereby reducing the incentive features of those Options. Details of that
repricing are reflected in the Option Repricing table.
Section 162(m) of the Internal Revenue Code imposes a $1 million limit
on the deductibility of compensation paid to executive officers of public
companies. The Committee noted that none of the executive officers had
compensation in excess of this limit in fiscal 1997.
Compensation Committee
William R. Griffin, Chairman
Alvin Z. Meisel
Thomas C. Parise
STOCKHOLDER RETURN PERFORMANCE GRAPH
The following graph compares the percentage change in cumulative total
stockholder return on Globe's Common Stock against the cumulative total return
of the Standard & Poor's 500 Index and the Dow Jones Other Industrial and
Commercial Services Index from the initial public offering price on February 8,
1996 to February 28, 1997. Cumulative total return to stockholders is measured
by dividing (x), the sum of total dividends for the period (assuming dividend
reinvestment) plus per-share price change for the period, by (y), the share
price at the beginning of the period. The graph is based on an investment of
$100 at the initial public offering price on February 8, 1996 in the Common
Stock in each index.
Cumulative Total Return
-------------------------
2/8/96 2/96 2/97
------ ---- ----
Globe Business Resources Inc. GLBE 100 98 91
S&P 500 I500 100 98 123
DJ Other Industrial & Commercial Services IIC5 100 99 106
Begin: 2/8/96
FYE: 2/28/97
End: 2/28/97
GLOBE BUSINESS RESOURCES, INC.
Cum.
Begin Div Div. Div Ending Total
Type of Close No. of $ Per $.$$ Shares No. of Shareholder
Date* Line Price** Shares*** Share** Paid Reinvd. Shares Return
- -------- ------ ------- --------- ------- ---- ------- ------ ------
2/8/96 Begin 11.500 8.696 8.696 100
2/29/96 YE 11.250 8.696 8.696 98
2/28/97 YE 10.500 8.696 8.696 91
*Fiscal year end and ex-dividend dates.
**All Closing Prices and Dividends are adjusted for stock splits.
***Begin no. of shares based $100 investment.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Both Meisel Investments, Inc., a corporation owned wholly by Mr. Meisel,
and NHA2 Partners, a general partnership owned equally by Messrs. Hoguet and
Neller, leased property to the Company in 1997. The Company believes that the
terms of all of these leases are similar to those prevailing for similar
properties which could be obtained from unrelated parties. Globe leased five
properties from Meisel Investments, Inc. during fiscal 1997. Each of those
leases are for a term of five years ending April 30, 1999. The Company made
lease payments in fiscal 1997 of $651,312 to Meisel Investments, Inc. Globe
leased one property from NHA2 Partners in 1997 and made lease payments of
$120,000. This lease was renewed for a term of five years ending January 31,
2001. The Company acquired a second location in Ann Arbor with the acquisition
of Apartment Furniture Rental in October 1996. The Company, therefore, decided
to close the NHA2 location and moved out of the property at the end of April
1997, but will continue to make rental payments until the property is sublet or
the leasehold interest assigned.
OTHER MATTERS
Management is not aware of any other matters to be presented at the
meeting other than those specified in the notice.
By order of the Board of Directors
May 30, 1997 Victoria L. Chester
Secretary
COMPANY LOGO
Globe Business Resources, Inc.
1997 Annual Meeting of Shareholders
----------------------
Tuesday, July 22, 1997 11:00 A.M.
Sharonville Convention Center
11355 Chester Road
Cincinnati, Ohio 45246
PROXY
GLOBE BUSINESS RESOURCES, INC.
ANNUAL MEETING OF SHAREHOLDERS
JULY 22, 1997
The undersigned hereby appoints DAVID D. HOGUET and BLAIR D. NELLER, or either
one of them, proxies oft he undersigned, each with the power of substitution, to
vote all shares of Common stock which the undersigned would be entitled to vote
on the matters specified below and in their discretion with respect to such
other business as may properly come before the Annual Meeting of Shareholders of
Globe Business Resources, Inc. to be held on July 22, 1997 at 11:00 A.M. Eastern
Time at the Sharonville Convention Center, 11355 Chester Road, Cincinnati, Ohio
45246 or any adjournment of each meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSALS:
1: Authority to elect as directors the five (5) nominees listed below.
[ ] FOR [ ] WITHHOLD AUTHORITY
DAVID D. HOGUET, BLAIR D. NELLER, ALVIN Z. MEISEL, WILLIAM R. GRIFFIN
AND THOMAS C. PARISE
WRITE NAME OF ANY NOMINEE(S) FOR WHOM AUTHORITY TO VOTE IS
WITHHELD __________________.
2. Amendment of the Articles of Incorporation to increase the number of
authorized shares of Common Stock from ten million to fifteen million
shares.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Approval of the 1997 Stock Option and Incentive Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. Approval of the 1997 Directors Stock Option Plan.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(This proxy is continued and is to be signed on the reverse side)
Globe Business Resources
c/o Corporation Trust Services
Mail Drop 1090FS
38 Fountain Square Plaza
Cincinnati, OH 45263
FOLD AND DETACH HERE
- -------------------------------------------------------------------------------
5. Ratification of the appointment of Price Waterhouse LLP as independent
public accountants for fiscal 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THIS PROXY WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS UNLESS A
CONTRARY CHOICE IS SPECIFIED.
Date______________________________. 1997
---------------------------------------
---------------------------------------
(Important: Please sign exactly as name
appears hereon indicating, where proper,
official position or representative
capacity. In the case of joint holders,
all should sign)
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS
EXHIBIT A
GLOBE BUSINESS RESOURCES, INC.
1997
STOCK OPTION AND INCENTIVE PLAN
ARTICLE 1.
OBJECTIVES
Globe Business Resources, Inc. has established this Stock Option and
Incentive Plan effective April 8, 1997, as an incentive to the attraction and
retention of dedicated and loyal employees of outstanding ability, to stimulate
the efforts of such persons in meeting Globe's objectives and to encourage
ownership of Globe Common Stock by employees.
ARTICLE 2.
DEFINITIONS
2.1 For purposes of the Plan, the following terms shall have the
definition which is attributed to them, unless another definition is clearly
indicated by a particular usage and context.
2.1.1 "Code" means the Internal Revenue Code of 1986.
2.1.2 "Date of Exercise" means the date on which Globe has received a
written notice of exercise of an Option, in such form as is acceptable to
the Committee, and full payment of the purchase price or a copy of
irrevocable directions to a broker-dealer to deliver the Option Price to
Globe pursuant to Section 7.2 hereof.
2.1.3 "Date of Grant" means the date on which the Committee makes an
award of an Option.
2.1.4 "Eligible Employee" means any individual who performs services
for Globe and is treated as an Employee for federal income tax purposes.
2.1.5 "Effective Date" means April 8, 1997.
2.1.6 "Fair Market Value" means the last sale price immediately prior
to the date of grant as reported on any stock exchange.
2.1.7 "Globe" means Globe Business Resources, Inc. and any subsidiary
of Globe Business Resources, Inc., as the term "subsidiary" is defined in
Section 424(f) of the Code.
2.1.8 "Incentive Stock Option" shall have the same meaning as given to
that term by Section 422 of the Code.
2.1.9 "Nonqualified Stock Option" means any Option granted under the
Plan which is not considered an Incentive Stock Option.
- 2 -
2.1.10 "Option" means the right to purchase a stated number of Shares
at a specified price. The option may be granted to an Eligible Employee
subject to the terms of this Plan, and such other conditions and
restrictions as the Committee deems appropriate. Each Option shall be
designated by the Committee to be either an Incentive Stock Option or a
Nonqualified Stock Option.
2.1.11 "Option Price" means the purchase price per Share subject to an
Option and shall be fixed by the Committee, but shall not be less than 95%
of the Fair Market Value of a Share on the Date of Grant in the case of a
Nonqualified Stock Option or less than 100% of the Fair Market Value of a
Share on the Date of Grant in the case of an Incentive Stock Option.
2.1.12 "Permanent and Total Disability" shall mean any medically
determinable physical or mental impairment rendering an individual unable
to engage in any substantial gainful activity, which disability can be
expected to result in death or which has lasted or can be expected to last
for a continuous period of not less than 12 months.
2.1.13 "Plan" means this 1997 Stock Option and Incentive Plan as it
may be amended.
2.1.14 "Share" means one share of the Common Stock of Globe.
ARTICLE 3.
ADMINISTRATION
3.1 The Plan shall be administered by a committee designated by the Board
of Directors of Globe The Committee shall be comprised of three or more
directors each of whom shall be (i) a "Non-Employee Director" as defined in Rule
16b-3 of the Securities and Exchange Act of 1934 (the "Act") and (ii) an
"outside director" to the extent required by Section 162(m) of the Code
("Section 162(m)"), as such Rule and Section may be amended, superseded or
interpreted hereafter. Notwithstanding the foregoing, to the extent Ohio law
permits, the Committee may be comprised of two or more such directors.
3.2 Except as specifically limited by the provisions of the Plan, the
Committee in its discretion shall have the authority to:
3.2.1 Grant Options and make restricted and unrestricted stock awards
on such terms and conditions consistent with this Plan as the Committee
shall determine;
3.2.2 Interpret the provisions of the Plan and decide all questions of
fact arising in its application; and
3.2.3 Prescribe such rules and procedures for Plan administration as
from time to time it may deem advisable.
3.3 Any action, decision, interpretation or determination by the Committee
with respect to the application or administration of this Plan shall be final
and binding upon all persons, and need not be uniform with respect to its
determination of recipients, amount, timing, form, terms or provisions.
- 3 -
3.4 No member of the Committee shall be liable for any action or
determination taken or made in good faith with respect to the Plan and, to the
extent permitted by law, all members shall be indemnified by Globe for any
liability and expenses which may occur from any claim or cause of action.
ARTICLE 4.
SHARES SUBJECT TO PLAN
4.1 The number of Shares that may be issued under the Plan is 150,000.
Except as provided in Section 4.2, upon lapse or termination of any Option for
any reason without being completely exercised, the Shares which were subject to
such Option may again be subject to other Options.
4.2 The maximum number of Shares with respect to which options may be
granted to any employee during each fiscal year of Globe is 20,000. If an Option
is canceled, it continues to be counted against the maximum number of Shares for
which Options may be granted to an employee. If an Option is repriced, the
transaction is treated as a cancellation of the Option and a grant of a new
Option.
ARTICLE 5.
GRANTING OF OPTIONS
The Committee may, from time to time, prior to April 7, 2007, grant Options
to Eligible Employees on such terms and conditions as the Committee may
determine. More than one Option may be granted to the same Eligible Employee.
ARTICLE 6.
TERMS OF OPTIONS
6.1 Subject to specific provisions relating to Incentive Stock Options set
forth in Article 9, each Option shall be for a term of from one to ten years
from the Date of Grant and may not be exercised during the first twelve months
of the term of said Option. Commencing on the first anniversary of the Date of
Grant of an Option, the Option may be exercised for 25% of the total Shares
covered by the Option with an additional 25% of the total Shares covered by the
Option becoming exercisable on each succeeding anniversary until the Option is
exercisable to its full extent. This right of exercise shall be cumulative and
shall be exercisable in whole or in part. The Committee may establish a
different exercise schedule and impose other conditions upon exercise for any
particular Option or groups of Options. The Committee in its sole discretion may
permit particular holders of Options to exercise an Option to a greater extent
than provided in such Option.
6.2 If the grantee of an Option dies or becomes subject to a Permanent and
Total Disability while employed by Globe, or within 60 days after termination of
employment for any reason other than cause, or retires after age 55 through a
plan of retirement acceptable to Globe, all Options granted to such person shall
become fully vested and immediately exercisable as of the date of termination of
employment.
- 4 -
6.3 In the event of the dissolution or liquidation of Globe or any merger,
other than a merger for the purpose of the redomestication of Globe not
involving a change in control, consolidation, exchange or other transaction in
which Globe is not the surviving corporation or in which the outstanding Shares
of Globe are converted into cash, other securities or other property, each
outstanding Option shall automatically become fully vested and fully exercisable
immediately prior to such event. Thereafter the holder of each such Option
shall, upon exercise of the Option, receive, in lieu of the stock or other
securities and property receivable upon exercise of the Option prior to such
transaction, the stock or other securities or property to which such holder
would have been entitled upon consummation of such transaction if such holder
had exercised such Option immediately prior to such transaction.
6.4 All outstanding Options shall become fully vested and immediately
exercisable in full if a change in control of Globe occurs. For purposes of this
Agreement, a "change in control of Globe" shall be deemed to have occurred if
(a) any "person", as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, other than (i) a trustee or other fiduciary
holding securities under an employee benefit plan of Globe or (ii) David D.
Hoguet or Blair D. Neller or any member of either person's family, becomes the
"beneficial owner," as defined in Rule 13d-3 under such Act, directly or
indirectly, of securities of Globe representing 30% or more of the combined
voting power of Globe's then outstanding securities; or (b) during any period of
one year after January 1, 1997, individuals who at the beginning of such period
constitute the Board of Directors and any new director whose election by the
Board or nomination for election by Globe's shareholders was approved by a vote
of at least two-thirds (2/3) of the Directors then still in office who either
were Directors at the beginning of the period or whose election or nomination
for election was previously so approved, cease for any reason to constitute a
majority thereof.
6.5 Nothing contained in this Plan or in any Option granted pursuant to it
shall confer upon any employee any right to continue in the employ of Globe or
to interfere in any way with the right of Globe to terminate employment at any
time. So long as a holder of an Option shall continue to be an employee of
Globe, the Option shall not be affected by any change of the employee's duties
or position.
ARTICLE 7.
EXERCISE OF OPTIONS
7.1 Any person entitled to exercise an Option in whole or in part, may do
so by delivering a written notice of exercise to Globe, Attention Corporate
Secretary, at its principal office. The written notice shall specify the number
of Shares for which an Option is being exercised and the grant date of the
option being exercised and shall be accompanied by full payment of the Option
Price for the Shares being purchased and any withholding taxes.
7.2 An Option may also be exercised by delivering a written notice of
exercise to Globe, Attention Corporate Secretary, accompanied by irrevocable
instructions to deliver shares to a broker-dealer and a copy of irrevocable
instructions to the broker-dealer to deliver the Option Price and any
withholding taxes to Globe
- 5 -
ARTICLE 8.
PAYMENT OF OPTION PRICE
8.1 In the sole discretion of the Committee, Payment of the Option Price
and any withholding taxes may be made in cash, by the tender of Shares, or both.
Shares tendered shall be valued at their Fair Market Value.
8.2 Payment through tender of Shares may be made by instruction from the
Optionee to Globe to withhold from the Shares issuable upon exercise that number
which have a Fair Market Value equal to the exercise price for the Option or
portion thereof being exercised and any withholding taxes.
ARTICLE 9.
INCENTIVE STOCK OPTIONS AND NONQUALIFIED STOCK OPTIONS
9.1 The Committee in its discretion may designate whether an Option is to
be an Incentive Stock Option or a Nonqualified Stock Option. The Committee may
grant both an Incentive Stock Option and a Nonqualified Stock Option to the same
individual. However, where both an Incentive Stock Option and a Nonqualified
Stock Option are awarded at one time, such Options shall be deemed to have been
awarded in separate grants, shall be clearly identified, and in no event will
the exercise of one such Option affect the right to exercise the other such
Option.
9.2 Any option designated by the Committee as an Incentive Stock Option
will be subject to the general provisions applicable to all Options granted
under the Plan plus the following specific provisions:
9.2.1 At the time the Incentive Stock Option is granted, if the
Eligible Employee owns, directly or indirectly, stock representing more
than 10% of (i) the total combined voting power of all classes of stock of
Globe, or (ii) a corporation that owns 50% or more of the total combined
voting power of all classes of stock of Globe, then:
9.2.1.1 The Option Price must equal at least 110% of the Fair
Market Value on the Date of Grant; and
9.2.1.2 The term of the Option shall not be greater than five
years from the Date of Grant.
9.2.2 The aggregate Fair Market Value of Shares (determined at the
Date of Grant) with respect to which Incentive Stock Options are
exercisable by an Eligible Employee for the first time during any calendar
year under this Plan or any other plan maintained by Globe shall not exceed
$100,000.
9.3 If any Option is not granted, exercised, or held pursuant to the
provisions noted immediately above, it will be considered to be a Nonqualified
Stock Option to the extent that the grant is in conflict with these
restrictions.
- 6 -
ARTICLE 10.
TRANSFERABILITY OF OPTION
During the lifetime of an Eligible Employee to whom an Option has been
granted, such Option is not transferable voluntarily or by operation of law and
may be exercised only by such individual. Upon the death of an Eligible Employee
to whom an Option has been granted, the Option may be transferred to the
beneficiaries or heirs of the holder of the Option by will or by the laws of
descent and distribution.
Notwithstanding the above, the Committee may, with respect to particular
Nonqualified Options, establish or modify the terms of the Option to allow the
Option to be transferred at the request of the grantee of the Option to trusts
established by the grantee or as to which the grantee is a grantor or to family
members of the grantee or otherwise for personal and tax planning purposes of
the grantee. If the Committee allows such transfer, such Options shall not be
exercisable for a period of six months following the action of the Committee.
ARTICLE 11.
TERMINATION OF OPTIONS
11.1 An Option will terminate as follows:
11.1.1 Upon exercise or expiration by its terms.
11.1.2 Options shall terminate immediately if employment is terminated
for cause or by voluntary action of the grantee without the consent of
Globe Cause is defined as including, but not limited to, theft of or
intentional damage to Globe property, intentional harm to the Globe's
reputation, material breach of the optionee's duty of fidelity to the
Globe, excessive use of alcohol, the use of illegal drugs, the commission
of a criminal act, willful violation of Globe policies, or trading in
shares for personal gain based on knowledge of Globe's activities or
results when such information is not available to the general public.
11.1.3 If the grantee of an Option violates any terms of any written
employment, confidentiality or noncompetition agreement between Globe and
that person, all existing Options granted to such person will terminate. In
addition, if at the time of such violation such person has exercised
Options but has not received certificates for the Shares to be issued,
Globe may void the Option and its exercise. Any such actions by Globe shall
be in addition to any other rights or remedies available to Globe in such
circumstances.
11.1.4 If the grantee of an Option dies or becomes subject to a
Permanent and Total Disability while employed by Globe, or within 60 days
after termination of employment for any reason other than cause, such
Option may be exercised at any time within one year after the date of
termination of employment. Options may be exercised by that person's estate
or guardian or by those persons to whom the Option may have been
transferred pursuant to Section 10.
11.1.5 If the grantee of a Nonqualified Option retires after age 55
through a plan of retirement acceptable to Globe, such Option may be
exercised at any time within two years after the date of termination of
employment.
- 7 -
11.1.6 In all other cases, upon termination of employment, the
then-exercisable portion of any Option will terminate on the 60th day after
the date of termination. The portion not exercisable will terminate on the
date of termination of employment. For purposes of the Plan, a leave of
absence approved by Globe shall not be deemed to be termination of
employment.
11.2 The Committee, in its discretion, may as to any particular outstanding
Nonqualified Stock Option or upon the grant of any Nonqualified Stock Option,
establish terms and conditions which are different from those otherwise
contained in this Article 11, by, without limitation, providing that upon
termination of employment for any designated reason, vesting may occur in whole
or in part at such time and that such Option may be exercised for any period
during the remaining term of the Option, not to exceed ten years from the Date
of Grant.
11.3 Except as provided in Article 13 hereof, in no event will the
continuation of the term of an Option beyond the date of termination of
employment allow the grantee, his beneficiaries heirs or assigns, to accrue
additional rights under the Plan, or to purchase more Shares through the
exercise of an Option than could have been purchased on the day that employment
was terminated. In addition, notwithstanding anything contained herein, no
option may be exercised in any event after the expiration of ten years from the
date of grant of such option.
ARTICLE 12.
RESTRICTED AND UNRESTRICTED STOCK AWARDS
12.1 Grants of Restricted Stock Awards. The Committee may, in its
discretion, grant one or more Restricted Stock Awards to any Eligible Employee
or Advisor. An Advisor is any person who provides bona fide advisory or
consultation services to Globe other than in connection with the offer or sale
of securities in a capital-raising transaction. Each Restricted Stock Award
shall specify the number of Shares to be issued to the Participant, the date of
such issuance, the price, if any, to be paid for such Shares by the Participant
and the restrictions imposed on such Shares. The Committee may grant Awards of
Restricted Stock subject to the attainment of specified performance goals,
continued employment or such other limitations or restrictions as the Committee
may determine.
12.2 Terms and Conditions of Restricted Awards. Restricted Stock Awards
shall be subject to the following provisions:
12.2.1 Issuance of Shares. Shares of Restricted Stock may be issued
immediately upon grant or upon vesting as determined by the Committee.
12.2.2 Stock Powers and Custody. If Shares of Restricted Stock are
issued immediately upon grant, the Committee may require the Participant to
deliver a duly signed stock power, endorsed in blank, relating to the
Restricted Stock covered by such an Award. The Committee may also require
that the stock certificates evidencing such shares be held in custody by
the Company until the restrictions on them shall have lapsed.
12.2.3 Shareholder Rights. Unless otherwise determined by the
Committee at the time of grant, Participants receiving Restricted Stock
Awards shall not be entitled to dividend or voting rights for the
Restricted Shares until they are fully vested.
- 8 -
12.3 Unrestricted Stock Awards. The Committee may make awards of
unrestricted Common Stock to key Eligible Employees and Advisors in recognition
of outstanding achievements or contributions by such employees and advisors.
Unrestricted Shares issued on a bonus basis may be issued for no cash
consideration. Each certificate for unrestricted Common Stock shall be
registered in the name of the Participant and delivered to the Participant.
ARTICLE 13.
ADJUSTMENTS TO SHARES AND PRICE
13.1 In the event of changes in the outstanding Common Stock of Globe as a
result of stock dividends, stock splits, reclassifications, reorganizations,
redesignations, mergers, consolidations, recapitalizations, combinations or
exchanges of Shares, or other such changes, the number and class of Shares for
all purposes covered by the Plan and number and class of Shares and price per
Share for each outstanding Option and Stock Award covered by the Plan shall be
appropriately adjusted by the Committee.
13.2 The Committee shall make appropriate adjustments in the Option Price
and Stock Awards to reflect any spin-off of assets, extraordinary dividends or
other distributions to shareholders.
ARTICLE 14.
AGREEMENTS
14.1 All Options and Stock Awards granted under the Plan shall be evidenced
by a written agreement in such form or forms as the Committee in its sole
discretion may determine.
14.2 By acceptance of an Option or Stock Award under this Plan, the
recipient shall be deemed to have consented to be bound, on the recipient's own
behalf and on behalf of the recipient's heirs, assigns and legal
representatives, by all terms and conditions of this Plan.
ARTICLE 15.
AMENDMENT OR TERMINATION OF PLAN
15.1 The Board of Directors of Globe may at any time amend, suspend, or
terminate the Plan; provided, however, that no amendments by the Board of
Directors of Globe shall, without further approval of the shareholders of Globe:
15.1.1 Change the definition of Eligible Employees;
15.1.2 Except as provided in Articles 4 and 13 hereof, increase the
number of Shares which may be subject to the Plan; or increase the maximum
number of Shares with respect to which Options may be granted to any
eligible Employee of Globe during any fiscal year;
- 9 -
15.1.3 Cause the Plan or any Option or Stock Award granted under the
Plan to fail to meet the conditions for exclusion of application of the $1
million deduction limitation imposed by Section 162(m) of the Code; or
15.1.4 Cause any Option granted as an Incentive Stock Option to fail
to qualify as an "Incentive Stock Option" as defined by Section 422 of the
Code.
15.2 No amendment or termination of the Plan shall alter or impair any
Option or Stock Award granted under the Plan without the consent of the holder
thereof.
15.3 This Plan shall continue in effect until the expiration of all Options
and Stock Awards granted under the Plan unless terminated earlier in accordance
with this Article 12, 15; provided, however, that it shall otherwise terminate
and no Options or Stock Awards shall be granted ten years after the Effective
Date.
ARTICLE 16.
EFFECTIVE DATE
This Plan shall become effective as of April 8, 1997, having been adopted
by the Board of Directors of Globe on such date, subject to approval by
shareholders by April 1, 1998.
ARTICLE 17.
MISCELLANEOUS
17.1 Nothing contained in this Plan or in any action taken by the Board of
Directors or shareholders of Globe shall constitute the granting of an Option or
Stock Award. An Option or Stock Award shall be granted only at such time as a
written Option shall have been executed and delivered to the respective employee
and the employee shall have executed an agreement in conformance with the
provisions of the Plan.
17.2 Certificates for Shares purchased through exercise of Options will be
issued in regular course after exercise of the Option and payment therefor as
called for by the terms of the Option but in no event shall Globe be obligated
to issue certificates more often than once each quarter of each fiscal year. No
persons holding an Option or entitled to exercise an Option granted under this
Plan shall have any rights or privileges of a shareholder of Globe with respect
to any Shares issuable upon exercise of such Option until certificates
representing such Shares shall have been issued and delivered. No Shares shall
be issued and delivered upon exercise of an Option or Stock Award unless and
until Globe, in the opinion of its counsel, has complied with all applicable
registration requirements of the Securities Act of 1933 and any applicable state
securities laws and with any applicable listing requirements of any national
securities exchange on which Globe securities may then be listed as well as any
other requirements of law.
EXHIBIT B
GLOBE BUSINESS RESOURCES, INC.
1997 DIRECTORS' STOCK OPTION PLAN
The purpose of the 1997 Directors' Stock Option Plan is to advance the
interests of Globe Business Resources, Inc. and its shareholders by affording
non-employee members of the Company's Board of Directors an opportunity to
increase their proprietary interest in the Company by the grant of options to
them under the terms set forth herein. The Company believes that this Plan will
give an incentive to these members of the Board to increase revenues and
profits.
1. Effective Date of the Plan. This Plan shall become effective at such
time as it is approved by shareholders at the 1997 Annual Meeting of
Shareholders of the Company.
2. Shares Subject to the Plan. The shares to be issued upon the exercise of
the options granted under the Plan shall be shares of Common Stock, no par
value, of the Company. Either treasury or authorized and unissued shares of
Common Stock, or both, as the Board of Directors shall from time to time
determine, may be so issued. No shares of Common Stock which are subject of any
lapsed, expired or terminated options may be available for reoffering under the
Plan.
Subject to the provisions of Section 4 hereof, the aggregate number of
shares of Common Stock for which options may be granted under the Plan shall be
50,000.
3. Administration. The Plan shall be administered by a committee appointed
in accordance with the Company's Code of Regulations and consisting of three or
more directors which directors may also be eligible to participate in the Plan.
Subject to the express provisions of the Plan, the Committee shall have the
authority to establish the terms and conditions of such option agreements,
consistent with this Plan. Such agreements need not be uniform.
4. Adjustments to Common Stock and Option Price.
4.1 In the event of changes in the outstanding Common Stock of the
Company as a result of stock dividends, split-ups, recapitalizations,
combinations or exchanges, the number and class of shares of Common Stock
authorized to be the subject of options under the Plan and the number and
class of shares of Common Stock and Option Price for each option which is
outstanding under this Plan shall be correspondingly adjusted by the
Committee.
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4.2 The Committee shall make appropriate adjustments in the Option
Price to reflect any spin-off of assets, extraordinary dividends or other
distributions to shareholders.
4.3 In the event of the dissolution or liquidation of the Company or
any merger, consolidation or combination in which the Company is not the
surviving corporation or in which the outstanding shares of Common Stock of
the Company are converted into cash, other securities or other property,
each outstanding option issued hereunder shall terminate as of a date fixed
by the Committee provided that not less than 20 days' written notice of the
date of expiration shall be given to each holder of an option. Each such
holder shall have the right during such period following notice to exercise
the option as to all or any part of the option for which it is exercisable
at the time of such notice.
5. Eligible Directors; Grant of Options. An Eligible Director shall be each
director of the Company, now serving as a director or elected hereafter, who is
not also an employee of the Company.
Each Eligible Director elected as such at the 1997 Annual Meeting of
Shareholders shall be granted an option for the purchase of 1,000 shares of
Common Stock and, upon each subsequent election as a director, another option
for 1,000 shares. Persons who become Eligible Directors after the effective date
of the Plan shall be granted an option for 1,000 shares as a result of their
election, whether by shareholders or directors, and upon each subsequent
election as a director, another option for 1,000 shares. All grants shall be
made on the date of the event giving rise to the option. Such grants shall
continue until the number of shares provided for in this Plan in Section 2 are
exhausted.
6. Price. The purchase price of the shares of Common Stock which may be
acquired pursuant to the exercise of any option granted pursuant to the Plan
shall be the last closing sale price reported immediately prior to the date of
grant.
7. Period of Option. The term of each option shall be ten years from the
date of grant.
8. Exercise of Options. An option may be exercised by an Eligible Director
as to all or part of the shares covered thereby by giving written notice to the
Company at its principal office, directed to the attention of its Secretary,
accompanied by payment of the Option Price in full for shares being purchased.
The payment of the Option Price shall be either in cash or, subject to any
conditions set forth in the option agreement, by delivery of shares of Common
Stock of the Company having a fair market value equal to the purchase price on
the date of exercise of the option, or by any combination of cash and such
shares.
Unless there is in effect at the time of exercise a registration statement
under the Securities Act of 1933 permitting the resale to the public of shares
acquired under the Plan, the holder of the option shall, except to the extent
determined by the Committee that such is not required, (i) represent
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and warrant in writing to the Company that the shares acquired are being
acquired for investment and not with a view to the distribution thereof, (ii)
acknowledge that the shares acquired may not be sold unless registered for sale
under said Act or pursuant to an exemption from such registration, and (iii)
agree that the certificates evidencing such shares shall bear a legend to the
effect of clauses (i) and (ii).
9. Nontransferability of Options. No option granted under the Plan shall be
transferable otherwise than by will or by the laws of descent and distribution,
and an option may be exercised during the lifetime of the holder only by him.
10. Death or Disability of an Optionee. If an optionee shall cease to be an
Eligible Director on account of disability or death, an option theretofore
granted to such Eligible Director may be exercised by the optionee or, in the
case of death, by the legal representative of the estate of the deceased option
holder or by the person or persons to whom such Eligible Director's rights under
the option shall pass by will or the laws of descent and distribution, at any
time within one year from the date the optionee ceased to be an Eligible
Director. "Disability" shall have the meaning ascribed to it in Section
105(d)(4) of the Internal Revenue Code of 1986, as amended.
11. Rights as a Stockholder. The holder of an option shall not have any of
the rights of a stockholder of the Company with respect to the shares subject to
an option until a certificate or certificates for such shares shall have been
issued upon the exercise of the option.
12. Amendment and Termination.
12.1 The Plan shall terminate five years after its effective date and
thereafter no options shall be granted thereunder. All options outstanding
at the time of termination of the Plan shall continue in full force and
effect in accordance with and subject to the terms and conditions of the
Plan. The Board of Directors of the Company at any time prior to that date
may terminate the Plan or make such amendments to it as the Board of
Directors shall deem advisable; provided, however, that except as provided
in Section 4 hereof, the Board of Directors may not, without shareholder
approval, increase the maximum number of shares as to which options may be
granted under the Plan, change the class of persons eligible to receive
options under the Plan or change the number of options to be granted to
each eligible person under the Plan. No termination or amendment of the
Plan may, without the consent of the holder of an option then existing,
terminate his option or materially and adversely affect his rights under
the option.
12.2 This Plan may not be amended more than once every six months
other than to conform with changes in the Internal Revenue Code, the
Employee Retirement Income Security Act, or the rules thereunder.
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13. Automatic Termination of Option. Notwithstanding anything contained
herein to the contrary, if at any time a holder of an option granted under this
Plan becomes an employee, officer or director of or a consultant to an entity
which the Committee determines is a competitor of the Company, such option shall
automatically terminate as of the date such conflicting relationship was
established regardless of whether such option is exercisable in whole or in part
at such time.