EXHIBIT 10.11
INTERMAGNETICS GENERAL CORPORATION
1999 EXECUTIVE STOCK PURCHASE PLAN
1. PURPOSE
The Board of Directors of Intermagnetics General Corporation (the
"Company") has established Company stock ownership guidelines for Company
executives (the "Guidelines") as a means of aligning the interests of Company
executives and stockholders. The purpose of the Intermagnetics General
Corporation 1999 Executive Stock Purchase Plan (the "Plan") is to facilitate
investment by Company executives in shares of Company stock at levels at least
sufficient to satisfy the Guidelines.
2. DEFINITIONS
(a) "Bank" means a third party source of financing, such as a bank,
which has been approved by the Company and that has agreed to and does lend
money to a Participant for the purposes of his or her purchase of Stock.
(b) "Board" means the Board of Directors of the Company.
(c) "Committee" means the Compensation Committee of the Board and "Plan
Administrative Committee" means the Chief Executive Officer of the Company and
an outside director or directors designated by the Committee to administer the
Company's 1999 Executive Stock Purchase Plan.
(d) "Company" means Intermagnetics General Corporation, a New York
corporation.
(e) "Fair Market Value" means the average closing price of the Stock,
as reported on the American Stock Exchange, during the ten trading days
preceding the relevant determination date.
(f) "Guarantee" means the guarantee of payment of the principal and
certain other amounts owing under the Stock Acquisition Loan, by the Company in
favor of the Bank, as provided in the Guarantee executed by the Company in favor
of the Bank.
(g) "Guarantee Reimbursement" means the obligation of the Participant
to reimburse the Company in the event the Company is required to make a
"Guarantee Payment" to the Bank in respect of a Participant's Stock Acquisition
Loan pursuant to Section 6(b) of the Plan.
(h) "Guidelines" means the stock ownership guidelines established by
the Board for executives of the Company, as the same may be amended from time to
time.
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(i) "Participant" means an employee of the Company or any subsidiary of
the Company who is subject to the Guidelines and is selected by the Committee to
participate in the Plan pursuant to Section 3 hereof.
(j) "Plan" means this 1999 Executive Stock Purchase Plan.
(k) "Principal Obligation" means the outstanding principal amount of a
Stock Acquisition Loan.
(l) "Salary" means Participant's base salary as of the date he or she
obtains a Stock Acquisition Loan.
(m) "Stock" means the common stock of the Company, par value $.10 per
share.
(n) "Stock Acquisition Loan" means a loan made by the Company to a
Participant or an individually secured loan negotiated with the Company's
assistance with an approved Bank on behalf of a Participant, in either case as
provided for in Section 5 hereof. If secured from a Bank, the Stock Acquisition
Loan shall be obtained by the Participant on the basis of his or her individual
credit worthiness and shall be guaranteed by the Company. The maximum term for a
Stock Acquisition Loan shall be five (5) years, unless extended at maturity for
a longer term in the sole discretion of the Committee.
3. PARTICIPATION
(a) The Committee or the Plan Administrative Committee shall designate
those employees of the Company who shall be eligible to participate in the Plan.
(b) The Committee shall designate the participation level for each
Participant through the table set forth on Schedule A, as the same may be
amended from time to time by the Committee. Under the Plan, each Participant is
eligible for Stock Acquisition Loans to acquire Stock up to the participation
level designated in Schedule A, and the Participant may be required to borrow a
fixed minimum percentage of his or her base salary in order to be eligible for
the benefits of this Plan. The Committee, or the Plan Administrative Committee,
in its sole discretion may extend the provisions of this Plan to any employee at
any time, including but not limited to newly hired and newly promoted employees.
4. STOCK ACQUISITIONS
(a) To facilitate the Participant's acquisition of Stock under the
Guidelines, the Company will offer a Participant a one-time opportunity to
access a Stock Acquisition Loan, as provided for in Section 5 hereof, the
proceeds of which shall be used for such Stock acquisition.
(b) If two or more Participants obtain Stock Acquisition Loans with the
same maturity date, the Company will arrange for the purchase of Stock with the
proceeds of such loans through a broker such that such Participants shall have
the same cost basis in each share of Stock purchased with the Stock Acquisition
Loan. Such Stock will be purchased for the benefit of such Participants and
certificates representing the securities so purchased for a Participant will be
registered in the name of such Participant.
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(b) Any purchases of Stock under the Plan shall be (x) made in
compliance with the Company's "insider" trading policies, applicable securities
laws and other laws and (y) reported, as applicable, pursuant to Section 16 of
the Securities Act of 1933, as amended. The Company shall not make any
guarantees or representations whatsoever as to the price or fair market value of
any shares so purchased nor as to the future performance of the Company. Any
amounts available under the Stock Acquisition Loan that are not invested in the
purchase of Stock within 6 months of the Stock Acquisition Loan shall not be
deemed loaned to Participant and shall not be subject or beneficiary of any
Guarantee by the Company and will be repaid to the Bank or the Company, as the
case may be. Amounts subject to a Stock Acquisition Loan may be required to be
held by the Bank or the Company pending investment, in the discretion of the
Plan Administrative Committee.
5. STOCK ACQUISITION LOANS/COMPANY GUARANTEE
(a) Obtaining a Stock Acquisition Loan. The Company (i) will use
commercially reasonable efforts to facilitate a Participant's obtaining from a
Bank a loan, or (ii) will make a loan directly to a Participant, in the
aggregate original principal amount consistent with the Schedule A amount to
provide funds to purchase Stock and for no other purpose. It is anticipated that
the Participant will be required to make interest payments only during the first
five years of the Stock Acquisition Loan term. If a Stock Acquisition Loan from
a Bank is approved by the Participant and the Committee, the Company shall offer
to guarantee such Stock Acquisition Loan provided that the amount of the Stock
Acquisition Loan does not exceed the fair market value of the shares of Stock to
be purchased, plus commissions, with the proceeds thereof, as determined at
purchase, and in no event shall the Participant have outstanding Stock
Acquisition Loans that are guaranteed by the Company under this Plan in excess
of the Schedule A amount. The Committee shall not approve any Stock Acquisition
Loan unless such Stock Acquisition Loan is payable by the Participant over a
term not to exceed five (5) years and shall be fully recourse against the
Participant and evidenced by a promissory note by the Participant to the Bank or
the Company. The rate of interest on a Stock Acquisition Loan made by the
Company shall be determined by the Committee and shall be based on the Company's
cost of funds. It is anticipated that the Stock Acquisition Loans may be
pre-paid at any time without penalty, subject to the terms of this Plan.
(b) Stock Purchase Assistance Agreement/Promissory Note. The
obligations of the Company and a Participant with respect to a Stock Acquisition
Loan under this Plan shall be evidenced by a Stock Purchase Assistance Agreement
or other writing signed by the Company and the Participant, and, in the case of
a Stock Acquisition Loan by the Company, by a promissory note in the form
approved by the Committee, together with such collateral documents as the
Committee shall deem appropriate in the circumstances. The Promissory Note shall
provide for acceleration in the event of default and may provide for such other
penalties or security arrangements as the Committee shall approve. The Company
shall not be a party, or in any way construed as a lender or party, under a
Stock Acquisition Loan made by a Bank. The Participant shall be solely liable to
the Bank for payment of all principal, interest and charges under such a Stock
Acquisition Loan.
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(c) Company Guarantee/Collateral. Each Guarantee shall be made only for
such Stock Acquisition Loans that are reviewed and approved by both the
Participant and the Committee. Each Guarantee shall be in such form as is
consistent with this Plan and approved by the Committee. In the event that the
Company's collateral or other security arrangements in favor of the Bank
respecting the Guarantee are terminated or released and Bank either desires (i)
new or replacement collateral or other security arrangements or (ii) to declare
a default under the Stock Acquisition Loan documents or be paid the Stock
Acquisition Loan in full, the Company shall use its best commercially reasonable
efforts to provide such new or replacement collateral or other security
arrangements or to refinance the Stock Acquisition Loan (through another bank or
directly by the Company), as the case may be.
(d) Prohibited Transactions. During the term of the Stock Acquisition
Loan and for so long as the Participant is employed by the Company, he or she
agrees not to sell, transfer or assign any of the shares of Stock purchased
under Stock Acquisition Loans made in connection with this Plan (and free of any
pledge benefiting the Bank or the Company) except (a) for 33 1/3% of such shares
or (b) as the Plan Administrative Committee may permit in its discretion,
because of a financial hardship incurred by the Participant. Participant
acknowledges that it is the Company's expectation that he or she will continue
to hold sufficient shares of Stock to satisfy the Guidelines.
(e) Collateral for Company Stock Acquisition Loan or Guarantee. At the
time a Stock Acquisition Loan is made, or the Guarantee is given, by the
Company, or at any subsequent time thereafter while a Stock Acquisition Loan is
outstanding, the Company may require a pledge of the Stock purchased with the
Stock Acquisition Loan, subject to any prior lien of the Bank; provided that,
absent an applicable exception under Regulation U promulgated by the Board of
Governors of the Federal Reserve System in respect of margin securities, the
principal sum of a Stock Acquisition Loan (or the maximum amount subject to a
Guarantee) secured by Stock of the Participant shall not exceed fifty percent of
the value of the Stock so securing the Stock Acquisition Loan (or contingent
Guarantee obligation). Such pledge shall be evidenced by a pledge agreement
executed by the Participant in favor of the Company, in form satisfactory to
Company's counsel. Stock Acquisition Loans made by the Company (and Guarantees
of Stock Acquisition Loans made by a Bank) that are not subject to Regulation U
by virtue of an exception thereto for certain shareholder approved arrangements
or because the value of the collateral does not exceed 25% of the principal
amount of the Stock Acquisition Loan or otherwise, may be secured to the extent
permitted under Regulation U.
(f) Participant's Repayment Obligation. Except as may be limited by
Section 6 below, repayment of a Principal Obligation under a Stock Acquisition
Loan shall be required in full on the earlier of (i) the Participant's
termination of employment with the Company, (ii) the fifth anniversary of the
corresponding Stock Acquisition Loan (unless the maturity date is extended by
the Committee) or (iii) subject to the limitation of Section 6(b), the sale or
other disposition of the Stock, at the discretion of the Plan Administrative
Committee, if at the time of and as a result of such sale or disposition the
Participant's Stock ownership level falls below the participation level
designated in the Guidelines. During the term of a Stock Acquisition Loan, the
Participant shall advise the Plan Administrative Committee of any intention to
sell Stock purchased with a Stock Acquisition Loan and the Plan Administrative
Committee may limit the aggregate amount of such Stock that may be sold in any
given period by any or all Participants and, to the extent that more than one
Participant desires to sell Stock at the same time, the Plan Administrative
Committee shall adopt rules for the ordering of permitted sales.
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(g) Withholding Taxes. While it is not anticipated that the withholding
of taxes will be required in connection with the administration of the Plan, the
Company may make such withholding and take such action as may be necessary or
appropriate to satisfy tax withholding requirements for any federal, state or
local laws or regulations in connection with the Guarantee and any payments
provided for herein.
6. SPECIAL CIRCUMSTANCES
(a) Participant's Guarantee Reimbursement Obligation. In the event that
the Participant defaults on his or her Stock Acquisition Loan or otherwise
entitles Bank to make demand for payment to the Company under a Guarantee and
the Bank does in fact make such demand and the Company does in fact make payment
to the Bank therefor (in any partial or full amount, a "Guarantee Payment"),
then the Participant hereby irrevocably agrees to make payment to the Company a
money amount equal to the Guarantee Payment (the "Guarantee Reimbursement") no
later than thirty (30) days after written demand by the Company therefor. The
following additional terms shall apply in the event a Guarantee Reimbursement is
required:
(1) The Guarantee Reimbursement may be made (i) by cash
payment (or wire transfer) made by the Participant to
the Company and to the extent payment by (i) is not
timely made, (ii) by offset or credit to the Company
against any amount or amounts (dollar for dollar)
that it indisputably and duly owes to the Participant
(or, at the Company's sole discretion, will owe in
the future, but in no way obligating the Company to
continue the Participant's employment, accrue such
amounts or mitigate its damages), including those
amounts related to or in connection with wages,
compensation, expense reimbursement, Principal
Payment Reimbursement and any other amounts howsoever
derived.
(2) If the Guarantee Reimbursement is not timely paid or
satisfied in full as described in the first sentence
of this Section 6(a), then (i) such deficient amount
shall accrue, and the Participant shall owe to the
Company, interest per annum (360-day year) thereon at
the prime rate (as reported in the Wall Street
Journal with regard to large money center banks) plus
four percent (4%) compounded quarterly until paid in
full and (ii) such nonpayment shall entitle the
Company, at its discretion, to terminate the
employment (whether or not under any written
employment contract) of the Participant for "cause".
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(3) If not already done so, the Participant's obligations
to make the Guarantee Reimbursement shall be secured
by the pledge, subject to any prior or senior pledge
in favor of the Bank relating to the Stock
Acquisition Loan applicable to such Guarantee, of
those shares of Stock acquired with the proceeds of
the Stock Acquisition Loan. Such pledge shall be
evidenced by a pledge agreement executed by the
Participant in favor of the Company, in form
satisfactory to Company's counsel. To the extent
permissible under the Stock Acquisition Loan, shares
of Stock so pledged shall, from time to time, be
physically delivered to the Company, together with a
stock power endorsed in blank by the Participant in
favor of the Company and such other documentation as
the Company, with advice of counsel, may request.
7. TERMINATION AND AMENDMENT
The Plan is entirely voluntary on the part of the Company and neither
its existence nor its continuation shall be construed as creating any
contractual right to or obligation for its continued existence, nor shall the
existence of the Plan or participation therein be deemed to modify or otherwise
affect a Participant's continued employment with the Company. The Company
reserves the right at any time to modify or terminate the Plan by action
approved in writing by the Board or its delegatee, provided that such
modification or termination shall not affect the rights and obligations of
Participants and the Company under any then outstanding Stock Acquisition Loan.
8. ADMINISTRATION OF THE PLAN
The Committee shall delegate to the Plan Administrative Committee the
power and authority to administer the Plan. The Plan Administrative Committee
shall have full authority in its discretion to determine the participation level
of each Participant. Except as otherwise provided herein and subject to the
provisions of the Plan, the Plan Administrative Committee shall have full and
conclusive authority to interpret the Plan; to determine the terms and
provisions of any Repayment Obligation; and to make all other determinations
necessary or advisable for the proper day to day administration of the Plan. The
Plan Administrative Committee shall not have the power or authority to
materially increase any benefits offered under the Plan; to materially increase
the Company's financial commitments; or to prescribe, amend and rescind rules
and regulations relating to the Plan. The Plan Administrative Committee's
determinations under the Plan need not be uniform and may be made by it
selectively among persons who are eligible to participate in the Plan. The Plan
Administrative Committee's decisions shall be final and binding on all
Participants.
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9. MISCELLANEOUS
(a) The Plan shall become effective on November 9, 1999 or such other
date as designated by the Board (the "Effective Date").
(b) No benefit under the Plan shall in any manner be liable for or
subject to the debts, contracts, liabilities, engagements, or torts of the
Participant entitled to benefits under the Plan, and any attempt to anticipate,
sell, transfer, assign, pledge, encumber, or charge the same shall be void.
(c) The titles and headings of the Sections of the Plan are for
convenience of reference only, and in the case of any conflicts, the text of the
Plan, rather than the titles or headings, shall control.
(d) The masculine pronoun, wherever used herein, shall include the
feminine pronoun, and the singular shall include the plural, except where the
context requires otherwise.
(e) The provisions of the Plan shall be construed according to the laws
of the State of New York, and the venue and jurisdiction of any suit with
respect to the Plan shall lie solely in the state or federal courts located in
Albany County, New York.
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INTERMAGNETICS GENERAL CORPORATION
1999 STOCK PURCHASE ASSISTANCE PLAN
SCHEDULE A
PARTICIPATION LEVELS
The number of shares of Stock that initially may be acquired by a
Participant under the Plan shall be determined as of the Effective Date, based
on Participant's base salary and the fair market value of the stock as of such
date, or at such later dates as the Committee shall determine for future
Participants who are selected to participate in the Plan thereafter in
accordance with Section 3 thereof. The number of shares of Stock that may be
acquired by a Participant hereunder may be adjusted periodically based on the
Participant's base salary, position, and the fair market of the Stock on each
such date in the sole discretion of the Committee. The number of shares of Stock
that may be acquired by a Participant under the Plan shall not exceed the
Participant's base salary multiplied by the applicable multiplier, based upon
Participant's position with the Company, set forth below, divided by the Fair
Market Value of the Stock, provided that with respect to purchases of Stock
arranged through a broker by the Company, the actual cost of the shares acquired
shall be used in place of Fair Market Value:
Position Multiple of Base Salary
- -------- -----------------------
CEO and Other Executives who 1-2
directly report to CEO
Other Executives designated by the CEO .66-2
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