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EXHIBIT 10.37
GROUP TECHNOLOGIES CORPORATION
1996 SPECIAL RECOVERY BONUS PLAN
FOR VICE PRESIDENTS
1. Establishment of Plan.
Group Technologies Corporation (the "Company"), established this 1996
Special Recovery Bonus Plan for Vice Presidents effective as of January 2, 1996
(the "Plan"), to provide an additional financial incentive for Vice Presidents
of the Company to advance the growth and prosperity of the Company.
2. Eligibility.
All employees of the Company who have been elected to the office of Vice
President shall be eligible to participate in the Plan, other than those
employees who are located outside of the United States.
3. Awards.
(a) Quarterly Award. Each eligible employee shall be granted a
nonstatutory stock option for the purchase of up to 5,000 shares of the
Company's common stock ($0.01 par value) for each quarter in 1996 that the
Company's reported Profit Before Tax (after adjustment to exclude the impact of
any settlement of the Boeing Claim) exceeds the corresponding quarterly Profit
Before Tax reflected in the approved 1996 Business Plan.
(b) Annual Award. Each eligible employee shall be granted a nonstatutory
stock option for the purchase of up to 10,000 shares of the Company's common
stock ($0.01 par value) in the event the Company's reported full year 1996
Profit Before Tax (after adjustment to exclude the impact of any settlement of
the Boeing Claim) exceeds $2,500,000.
4. Time of Grant and Terms.
(a) Time of Grant. The stock options shall be granted effective the last
business day of the month immediately following the period for which the award
shall have been earned after review and approval of the unaudited financial
statements for such period by the Option Plan Committee.
(b) Terms. The stock options shall be granted subject to the terms and
conditions of the Company's 1994 Stock Option Plan for Key Employees and shall
(i) be nonstatutory stock option, (ii) be priced at market in accordance with
the terms of paragraph 7.B of the 1994 Stock Option Plan for Key Employees,
(iii) vest in 2 equal increments of 2,500 shares each (or 5,000 shares, as the
case may be) beginning 1 year from the date of grant, and (iv) expire 5 years
after the date of grant.
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EXHIBIT 10.37
GROUP TECHNOLOGIES CORPORATION
1996 SPECIAL RECOVERY BONUS PLAN
FOR VICE PRESIDENTS
5. Administration.
This Plan shall be administered by the Board of Directors of the Company.
The decisions of the Board of Directors in interpreting and applying the Plan
shall be final.
6. Miscellaneous.
(a) Employment Rights. The adoption and maintenance of this Plan is not an
employment agreement between the Company and any employee. Nothing herein
contained shall be deemed to give any employee the right to be retained in the
employ of the Company nor to interfere with the right of the Company to
discharge any employee's right to terminate his or her employment at any time.
(b) Amendment and Termination. The Company may, without the consent of any
employee or beneficiary, amend or terminate the Plan at any time and from time
to time.
(c) Construction. The headings and subheadings of the Plan have been
inserted for convenience for reference only and are to be ignored in any
construction of the provisions hereof. The masculine shall be deemed to
include the feminine, the singular shall include the plural, and the plural
shall include the singular unless the context otherwise requires. The
invalidity or unenforceability of any provision hereunder shall not affect the
validity or enforceability of the balance hereof. This Plan represents the
entire undertaking by the Company concerning its subject matter and supersedes
all prior undertakings with respect thereto. No provision hereof may be waived
or discharged except by a written document signed by a duly authorized
representative of the Company.
GROUP TECHNOLOGIES CORPORATION
/s/ Jeffrey T. Gill
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Chairman of the Board
January 2, 1996
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