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EXHIBIT 99
PARK-OHIO HOLDINGS CORP.
1998 LONG-TERM INCENTIVE PLAN
1. PURPOSES
The purposes of the Park-Ohio Holdings Corp. 1998 Long-Term Incentive Plan
(the "Plan") are to promote the long-term growth and performance of Park-Ohio
Holdings Corp. (the "Company") and its subsidiaries by providing an
opportunity for employees of the Company and its subsidiaries to participate
through share ownership in the long-term growth and success of the Company,
enhancing the Company's ability to attract and retain persons with desired
abilities, providing additional incentives for such persons and furthering the
identity of interests of employees and shareholders of the Company.
2. DEFINITIONS
(a) "Award" means any form of stock option, stock appreciation right,
restricted shares, share or share-based award or performance share granted to a
Participant under the Plan.
(b) "Award Agreement" means a written agreement between the Company and a
Participant setting forth the terms, conditions and limitations applicable to an
Award.
(c) "Board" means the Board of Directors of the Company.
(d) "Code" means the Internal Revenue Code of 1986, as amended from time to
time.
(e) "Committee" means the Compensation and Stock Option Committee of the
Company's Board, or such other committee of the Board that is designated by the
Board to administer the Plan, provided that the Committee shall be constituted
so as to satisfy any applicable legal requirements, including the requirements
of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and Section 162(m) of the Code or any respective successor
rule.
(f) "Fair Market Value" means the closing price of Shares as reported on
the Nasdaq Stock Market for the date in question, provided that if no sales of
Shares were made on the Nasdaq Stock Market on that date, the closing price of
Shares as reported on the Nasdaq Stock Market for the preceding day on which
sales of Shares were made on the Nasdaq Stock Market shall be used.
(g) "Participant" means any employee of the Company or its direct or
indirect subsidiaries or any other person whose selection the Committee
determines to be in the best interests of the Company, to whom an Award is made
under the Plan.
(h) "Shares" means the common stock, par value $1.00 per share, of the
Company.
3. SHARES AVAILABLE FOR AWARDS
Subject to adjustment as provided in Section 11 below, the aggregate number
of Shares which may be awarded under the Plan shall be 550,000, all of which may
be incentive stock options. No more than 250,000 Shares shall be the subject of
Awards to any individual Participant in any one calendar year. Shares issuable
under the Plan may consist of authorized and unissued Shares or treasury Shares.
Any Shares issued by the Company through the assumption or substitution of
outstanding grants previously made by an acquired corporation or entity shall
not reduce the Shares available for Awards under the Plan. If any Shares subject
to any Award granted under the Plan are forfeited or if such Award otherwise
terminates without the issuance of such Shares or payment of other consideration
in lieu of such Shares, the Shares subject to such Award, to the extent of any
such forfeiture or termination, shall again be available for grant under the
Plan as if such Shares had not been subject to an Award.
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4. ADMINISTRATION
The Plan shall be administered by the Committee, which shall have full
power and authority to interpret the Plan, to grant waivers of Plan restrictions
and to adopt such rules, regulations and policies for carrying out the Plan as
it may deem necessary or proper in order to further the purposes of the Plan. In
particular, the Committee shall have the authority to (i) select Participants to
receive Awards, (ii) determine the number and type of Awards to be granted,
(iii) determine the terms and conditions, not inconsistent with the terms
hereof, of any Award granted, (iv) interpret the terms and provisions of the
Plan and any Award granted, (v) prescribe the form of any agreement or
instrument executed in connection with any Award, and (vi) establish, amend and
rescind such rules, regulations and policies for the administration of the Plan
as it may deem advisable from time to time.
5. AWARDS
The Committee shall determine the type(s) of Award(s) to be made to each
Participant and shall set forth in the related Award Agreement the terms,
conditions and limitations applicable to each Award. Awards may include but are
not limited to those listed in this Section 5. Awards may be made singly, in
combination, in tandem or in exchange for a previously granted Award, and also
may be made in combination or in tandem with, in replacement of, or as
alternatives to, grants or rights under any other employee plan of the Company,
including the plan of any acquired entity.
(a) Stock Options. Awards may be made in the form of stock options, which
may be incentive stock options within the meaning of Section 422 of the Code or
nonstatutory stock options not intended to qualify under Section 422 of the
Code. Incentive stock options may be granted only to employees. The aggregate
Fair Market Value (determined at the time the option is granted) of Shares as to
which incentive stock options are exercisable for the first time by a
Participant during any calendar year (under the Plan and any other plan of the
Company) shall not exceed $100,000 (or such other limit as may be required by
the Code from time to time). The exercise price of stock options granted under
the Plan shall be not less than 100% of Fair Market Value on the date of the
grant. A stock option granted under the Plan shall be exercisable in whole or in
such installments and at such times and upon such terms as may be determined by
the Committee, provided that no stock option shall be exercisable more than ten
years after the date of grant. A participant may pay the exercise price of a
stock option in cash, Shares or a combination of cash and Shares. The Committee
shall establish appropriate procedures for accepting Shares in payment of the
exercise price of a stock option and may impose such conditions as it deems
appropriate on such use of Shares.
(b) Stock Appreciation Rights. Awards may be granted in the form of stock
appreciation rights ("SARs"). SARs shall entitle the recipient to receive a
payment, in cash or Shares, equal to the appreciation in market value of a
stated number of Shares from the price stated in the Award Agreement to the Fair
Market Value on the date of exercise or surrender. SARs may be granted either
separately or in conjunction with other Awards granted under the Plan. Any SAR
related to a nonstatutory stock option may be granted at the same time such
option is granted or any time thereafter before exercise or expiration of such
option. Any SAR related to an incentive stock option must be granted at the same
time such option is granted. Any SAR related to an option shall be exercisable
only to the extent the related option is exercisable. In the case of any SAR
related to any option, the SAR or applicable portion thereof shall terminate and
no longer be exercisable upon the termination or exercise of the related option.
Similarly, upon exercise of an SAR as to some or all of the Shares covered by a
related option, the related option shall be canceled automatically to the extent
of the SARs exercised, and such Shares shall not thereafter be eligible for
grant. The Committee may impose such conditions or restrictions upon the
exercise of any SAR as it shall deem appropriate.
(c) Restricted Shares. Awards may be granted in the form of restricted
Shares in such numbers and at such times as the Committee shall determine.
Awards of restricted Shares shall be subject to such terms, conditions or
restrictions as the Committee deems appropriate including, but not limited to,
restrictions on transferability, requirements of continued employment,
individual performance or financial performance of the Company. The period of
vesting and forfeiture restrictions shall be established by the Committee at the
time of grant, except that no restriction period shall be less than 12 months.
During the period in which any
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restricted Shares are subject to forfeiture restrictions, the Committee may, in
its discretion, grant to the Participant to whom such restricted Shares have
been awarded, all or any of the rights of a shareholder with respect to such
restricted Shares, including the right to vote such Shares and to receive
dividends with respect to such Shares.
(d) Performance Shares. Awards may be made in the form of Shares that are
earned only after the attainment of predetermined performance targets as
established by the Committee at the time an Award is made ("Performance
Shares"). A performance target shall be based upon one or any combination of the
following: (i) revenues of the Company; (ii) operating income of the Company;
(iii) net income of the Company; (iv) earnings per Share; (v) the Company's
return on equity; (vi) cash flow of the Company; (vii) Company shareholder total
return; (viii) return on assets; (ix) return on investment; (x) asset turnover;
(xi) liquidity; (xii) capitalization; (xiii) stock price; (xiv) expenses; (xv)
operating profit and margin; (xvi) retained earnings; (xvii) market share;
(xviii) sales to targeted customers; (xix) customer satisfaction; (xx) quality
measures; (xxi) productivity; (xxii) safety measures; or (xxiii) educational and
technical skills of employees. Performance targets may also be based on the
attainment of levels of performance of the Company and/or any of its affiliates
or divisions under one or more of the measures described above relative to the
performance of other businesses. The Committee shall be permitted to make
adjustments when determining the attainment of a performance target to reflect
extraordinary or nonrecurring items or events, or unusual nonrecurring gains or
losses identified in the Company's financial statements, as long as any such
adjustments are made in a manner consistent with Section 162(m) of the Code to
the extent applicable. Awards of Performance Shares made to Participants subject
to Section 162(m) of the Code are intended to qualify under Section 162(m) and
provisions of such Awards shall be interpreted in a manner consistent with that
intent to the extent appropriate. The foregoing provisions of this Section 5(d)
also shall be applicable to Awards of restricted Shares made under Section 5(c)
to the extent such Awards of restricted Shares are subject to the financial
performance of the Company. At the end of the applicable performance period,
Performance Shares shall be converted into Shares (or cash or a combination of
Shares and cash, as set forth in the Award Agreement) and distributed to
Participants based upon the applicable performance entitlement. Award payments
made in cash rather than the issuance of Shares shall not, by reason of such
payment in cash, result in additional Shares being available under the Plan.
(e) Stock Awards. Awards may be made in Shares or on a basis valued in
whole or in part by reference to, or otherwise based upon, Shares. Share awards
shall be subject to conditions established by the Committee and set forth in the
Award Agreement.
6. PAYMENT OF AWARDS; DEFERRALS
Payment of Awards may be made in the form of Shares, cash or a combination
of Shares and cash and may include such restrictions as the Committee shall
determine, including restrictions on transfer and forfeiture provisions. With
Committee approval, payments may be deferred, either in the form of installments
or a future lump sum payment. The Committee may permit Participants to elect to
defer payments of some or all types of Awards in accordance with procedures
established by the Committee to assure that such deferrals comply with
applicable requirements of the Code including the capability to make further
deferrals for payment after retirement. The Committee may also establish rules
and procedures for the crediting of interest on deferred cash payments and
dividend equivalents for deferred payments denominated in Shares.
7. TAX WITHHOLDING
The Company shall have the authority to withhold, or to require a
Participant to remit to the Company, prior to issuance or delivery of any Shares
or cash relating to an Award made under the Plan, an amount sufficient to
satisfy federal, state and local tax withholding requirements associated with
any Award. In addition, the Company may, in its sole discretion, permit a
Participant to satisfy any tax withholding requirements, in whole or in part, by
(i) delivering to the Company Shares held by such Participant having a Fair
Market Value equal to the amount of the tax or (ii) directing the Company to
retain Shares having such Fair Market Value and otherwise issuable to the
Participant under the Plan.
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8. TERMINATION OF EMPLOYMENT
If the employment of a Participant terminates for any reason, all
unexercised, deferred and unpaid Awards shall be exercisable or paid in
accordance with the applicable Award Agreement, which may provide that the
Committee may authorize, as it deems appropriate, the acceleration and/or
continuation of all or any part of Awards granted prior to such termination.
9. NONASSIGNABILITY
Except as may be otherwise provided in the relevant Award Agreement, no
Award or any benefit under the Plan shall be assignable or transferable, or
payable to or exercisable by, anyone other than the Participant to whom it was
granted.
10. CHANGE IN CONTROL
(a) In the event of a Change in Control (as defined below) of the Company,
and except as the Board may expressly provide otherwise, (i) all stock options
or SARs then outstanding shall become fully exercisable as of the date of the
Change in Control, whether or not then otherwise exercisable, (ii) all
restrictions and conditions of all Awards of restricted Shares then outstanding
shall be deemed satisfied as of the date of the Change in Control, and (iii) all
Awards of Performance Shares shall be deemed to have been fully earned as of the
date of the Change in Control.
(b) A "Change in Control" of the Company shall have occurred when any of
the following events shall occur:
(i) The Company is merged, consolidated or reorganized into or with
another corporation or other legal person, and immediately after 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 (as that term is hereafter
defined) of the Company immediately prior to such transaction;
(ii) The Company sells all or substantially all of its assets to any
other corporation or other legal person, less than a majority of the
combined voting power of the then-outstanding securities of such
corporation or person immediately after such sale are held in the aggregate
by the holders of Voting Stock of the Company immediately prior to such
sale;
(iii) There is a report filed or required to be filed on Schedule 13D
on Schedule 14D-1 (or any successor schedule, form or report), each as
promulgated pursuant to the Exchange Act, disclosing that any person (as
the term "person" is used in Section 13(d)(3) or Section 14(d)(2) of the
Exchange Act) has become the beneficial owner (as the term "beneficial
owner, is defined under Rule 13d-3 or any successor rule or regulation
promulgated under the Exchange Act) of securities representing 20% or more
of the combined voting power of the then-outstanding securities entitled to
vote generally in the election of directors of the Company ("Voting
Stock");
(iv) The Company files a report or proxy statement with the Securities
and Exchange Commission pursuant to the Exchange Act disclosing in response
to Form 8-K or Schedule 14A (or any successor schedule, form or report or
item therein) that a change in control of the Company has or may have
occurred or will or may occur in the future pursuant to any then-existing
contract or transaction; or
(v) 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, provided,
however, that for purposes of this clause (v), each Director who is first
elected, or first nominated for election by the Company's shareholders by a
vote of at least two-thirds of the Directors of the Company (or a committee
thereof) then still in office who were Directors of the Company at the
beginning of any such period will be deemed to have been a Director of the
Company at the beginning of such period.
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Notwithstanding the foregoing provisions of Section 10(b)(iii) or (iv)
hereof, unless otherwise determined in a specific case by majority vote of the
Board, a "Change in Control" shall not be deemed to have occurred for purposes
of the Plan solely because (i) the Company, (ii) an entity in which the Company
directly or indirectly beneficially owns 50% or more of the voting securities or
interest, or (iii) any Company-sponsored employee stock ownership plan or any
other employee benefit plan of the Company, either files or becomes obligated to
file a report or a proxy statement under or in response to Schedule 13D,
Schedule 14D-1, Form 8-K or Schedule 14A (or any successor schedule, form or
report or item therein) under the Exchange Act, disclosing beneficial ownership
by it of shares of Voting Stock, whether in excess of 20% or otherwise, or
because the Company reports that a change in control of the Company has or may
have occurred or will or may occur in the future by reason of such beneficial
ownership.
11. ADJUSTMENTS UPON CHANGES OF CAPITALIZATION
In the event of any change in the outstanding Shares by reason of a
reorganization, recapitalization, stock split, stock dividend, combination or
exchange of shares, merger, consolidation or any change in the corporate
structure or Shares of the Company, the number of Shares as to which Awards may
be granted under the Plan, including limitations relating to incentive stock
option Awards and maximum Awards to individual Participants, the number of
Shares issuable pursuant to then outstanding Awards, and/or, if appropriate, the
prices of Shares related to outstanding Awards, shall be appropriately and
proportionately adjusted.
12. RIGHTS OF EMPLOYEES
Nothing in the Plan shall interfere with or limit in any way the right of
the Company or any subsidiary to terminate any Participant's employment at any
time, nor confer upon any Participant any right to continued employment with the
Company or any subsidiary.
13. AMENDMENT, SUSPENSION OR TERMINATION OF PLAN AND AWARDS
The Board may amend, suspend or terminate the Plan at any time, provided
that no such action shall be taken that would impair the rights under an
outstanding Award without the Participant's consent.
The Board may amend the terms of any outstanding Award, prospectively or
retroactively, but no such amendment shall impair the rights of any Participant
without the Participant's consent and no such amendment shall have the effect,
with respect to any employee subject to Section 162(m) of the Code, of
increasing the amount of any Award from the amount that would otherwise be
payable pursuant to the formula and/or goals previously established for such
Participant.
14. GOVERNING LAW
The Plan, together with all determinations and actions made or taken in
connection therewith, to the extent not otherwise governed by the Code or other
laws of the United States, shall be governed by the laws of the State of Ohio.
15. EFFECTIVE AND TERMINATION DATES
The Plan shall become effective on the date it is approved by the
shareholders of the Company. The Plan shall continue in effect until terminated
by the Board, at which time all outstanding Awards shall remain outstanding in
accordance with their applicable terms and conditions.