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Exhibit 10L
THE DEXTER CORPORATION
1996 NON-EMPLOYEE DIRECTORS' STOCK PLAN
1. Purpose.
The purpose of The Dexter Corporation 1996 Non-Employee Directors'
Stock Plan is to advance the interests of the Company and its stockholders by
enabling members of the Board who are not employees of the Company or any of its
subsidiaries to receive shares of the Company's Common Stock in lieu of all or a
portion of the annual cash retainer fee they receive for services on the Board.
2. Definitions.
(a) "Board" means the Board of Directors of the Company.
(b) "Change of Control" means the occurrence of any of the
following events:
(i) The Company is merged, consolidated or reorganized into or
with another corporation or other legal person, and as a
result of such merger, consolidation or reorganization less
than a majority of the combined voting power of the then
outstanding securities of such corporation or person
immediately after such transaction are held in the aggregate
by the holders of voting stock of the Company immediately
prior to such transaction;
(ii) The Company sells or otherwise transfers all or
substantially all of its assets to another corporation or
other legal person, and as a result of such sale or transfer
less than a majority of the combined voting power of the then
outstanding securities of such corporation or person
immediately after such sale or transfer is held in the
aggregate by the holders of voting stock of the Company
immediately prior to such sale or transfer;
(iii) There is a report filed on Schedule 13D or Schedule
14D-1(or any successor schedule, form or report), each as
promulgated pursuant to the Exchange Act, disclosing that any
person has become the beneficial owner of securities
representing 19% of the voting stock of the Company; or
(iv) If, during any period of two consecutive years,
individuals who at the beginning of any such period constitute
the directors of the Company cease for any reason to
constitute at least a majority thereof.
(c) "Committee" means the Compensation and Organization Committee of
the Board.
(d) "Common Stock" means the Common Stock of the Company, par value
$1.00 per share.
(e) "Company" means The Dexter Corporation, its successors and assigns.
(f) "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time.
(g) "Fair Market Value" means the closing price of Common Stock
reported for the New York Stock Exchange on the last trading day preceding the
relevant payment date.
(h) "Retainer" means the annual cash retainer fee payable to a director
for his or her services on the Board.
(i) "Non-Employee Director" means a member of the Board who is not an
employee of the Company or any of its subsidiaries.
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Exhibit 10L, continued
(j) "Plan" means this 1996 Non-Employee Directors' Stock Plan.
3. Eligible Participants.
Each Non-Employee Director shall be eligible to participate in the
Plan.
4. Administration.
The Plan shall be administered by the Committee. The Committee shall,
subject to the provisions of the Plan, have the power to construe the Plan, to
determine all questions arising thereunder and to adopt and amend such rules and
regulations for the administration of the Plan as it may deem desirable. Any
decisions of the Committee in the administration of the Plan, as described
herein, shall be final and conclusive. The Committee may authorize any one or
more of its members or any officer of the Company to execute and deliver
documents on behalf of the Committee.
5. Election to Receive Common Stock.
Each Non-Employee Director shall have the right to elect, on forms
provided by the Company, to receive all or a portion of the Retainer in the form
of shares of Common Stock. Any part of the Retainer elected to be paid in shares
of Common Stock shall be payable in one installment on the date of the Company's
annual meeting of shareholders, provided, however, that in 1996 such payment
shall be made on June 30, 1996. The number of shares of Common Stock to be
issued at the time of payment shall be determined by dividing the amount elected
to be taken in the form of shares of Common Stock by the Fair Market Value of
such shares. Such election shall be made annually for the following calendar
year, shall be irrevocable, and must be received by the Committee at least six
months prior to the date on which the Common Stock is to be issued. Except as
otherwise provided in Section 6 hereof, shares of Common Stock issued under this
Section 5 shall be unrestricted and freely transferable.
6. Restriction on Shares.
The shares of Common Stock issued under Section 5 hereof shall, at the
election of the Non-Employee Director (which election must be in writing and
shall be delivered to the Secretary of the Company no later than the last
business day of the calendar year prior to the year for which the election is to
be effective), be restricted and may not be sold, hypothecated or transferred
(including, without limitation, transfer by gift or donation) except that such
restrictions shall lapse upon:
(a) Death of the Non-Employee Director;
(b) Disability of the Non-Employee Director preventing continued
service on the Board;
(c) Retirement of the Non-Employee Director from service as a director
of the Company in accordance with the policy on retirement of directors then in
effect;
(d) Termination of services as a director with the consent of a
majority of the members of the Board other than the Non-Employee Director; or
(e) A Change of Control, as defined in Section 2(b).
If a Non-Employee Director ceases to be a director of the Company for any other
reason, the shares of Common Stock issued to such Non-Employee Director subject
to this Section 6 shall be forfeited and revert to the Company.
The certificates for shares of Common Stock which are subject to this
Section 6 shall be held by the Company until lapse of restrictions as provided
in this Section 6, provided, however, the Non-Employee Director shall be
entitled to all voting, dividend and distribution rights for such shares.
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Exhibit 10L, continued
7. Number of Shares of Common Stock Issuable Under the Plan.
The maximum number of shares of Common Stock that may be issued under
the Plan shall be 50,000. Either authorized and unissued shares of Common Stock
or treasury shares may be delivered pursuant to the Plan.
In the event of any merger, consolidation, recapitalization,
reclassification, stock dividend, distribution of property, special cash
dividend or other change in corporate structure affecting the shares of Common
Stock, adjustments shall be made by the Committee to prevent dilution or
enlargement of rights in the number and class of shares granted or authorized to
be granted hereunder.
8. Amendment.
The Board may at any time amend the Plan, or any provision thereof,
except that approval of the shareholders of the Company shall be required for
any amendment for which such approval is necessary to comply with Rule 16b-3
under the Exchange Act or any other applicable law, regulation, or listing
requirement, or to qualify for an exemption or characterization that is deemed
desirable by the Committee. No amendment of the Plan shall materially and
adversely affect any right of any Non-Employee Director with respect to any
shares of Common Stock theretofore issued without such Non-Employee Director's
written consent.
9. Termination.
The Plan shall terminate upon the earlier of the following dates or
events to occur: (a) upon the adoption of a resolution of the Board terminating
the Plan; or (b) ten years from the date the Plan is initially approved and
adopted by the stockholders of the Company in accordance with Section 11 hereof.
No termination of the Plan shall materially and adversely affect any right of
any Non-Employee Director with respect to any shares of Common Stock theretofore
issued without such Non-Employee Director's written consent.
10. Miscellaneous Provisions.
(a) Neither the Plan nor any action taken hereunder shall be construed
as giving any Non-Employee Director any right to be retained in the service of
the Company.
(b) A Non-Employee Director's rights and interest under the Plan may
not be assigned or transferred, hypothecated or encumbered in whole or in part
either directly or by operation of law or otherwise (except in the event of a
Non-Employee Director's death, by will or the laws of descent and distribution).
(c) As a condition to issuing the shares of Common Stock hereunder, the
Committee may require a Non-Employee Director to pay to the Company such sum as
may be necessary to discharge any obligation of the Company with respect to
taxes, assessments or other governmental charges imposed on property or income
received by such Non-Employee Director pursuant to the Plan. In accordance with
rules and procedures established by the Committee and in the discretion of the
Committee, such payment may be in the form of cash or property, or may be
effected by delivery of a lesser number of shares.
(d) The expenses of the Plan shall be borne by the Company.
(e) The Plan shall be unfunded. The Company shall not be required to
establish any special or separate fund or to make any other segregation of
assets to assure the issuance of shares hereunder.
(f) The Company shall not be required to issue fractions of shares.
Whenever under the terms of the Plan a fractional share would be required to be
issued, the Non-Employee Director shall be paid in cash for such fractional
share based upon the same Fair Market Value which was used to determine the
number of shares to be issued on the relevant payment date.
(g) The provisions of the Plan shall be governed by and construed in
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Exhibit 10L, continued
accordance with the laws of the State of Connecticut.
11. Stockholder Approval.
This Plan shall be subject to approval by a vote of the stockholders of
the Company at the 1996 annual meeting of shareholders.
12. Effective Date.
This Plan shall be effective as of the date that it is approved by the
Board.