merger of another entity into the
Company or any Subsidiary thereof with the effect that immediately after such
transaction the stockholders of the Company immediately prior to such
transaction (or their Related parties) hold less than 50% of the total voting
power of all securities generally entitled to vote in the election of directors,
managers or trustees of the entity surviving such merger of consolidation; or
(iv) the acquisition by any person or group of more than 50% of the voting power
of all securities of the Company generally entitled to vote in the election of
directors of the Company.
(e) Code shall mean the Internal
Revenue Code of 1986, as amended.
(f)
Committee shall mean the Compensation Committee of the Board of Directors or
such other committee as the Board of Directors shall appoint from time to time
to administer the Plan; provided, that the Committee shall at all times consist
of two or more persons, each of whom shall be a member of the Board of
Directors. To the extent required for transactions under the Plan to qualify for
the exemptions available under Rule 16b-3 (as defined herein), members of the
Committee (or any subcommittee thereof) shall be non-employee directors within
the meaning of Rule 16b-3. To the extent required for compensation realized from
Incentive Awards (as defined herein) under the Plan to be deductible by the
Company pursuant to Section 162(m) of the Code, members of the Committee (or any
subcommittee thereof) shall be outside directors within the meaning of such
section.
(g)
Company Stock shall mean the common stock, par value $.01 per share, of the
Company.
(h)
Disability shall mean: (i) any physical or mental condition that would qualify
a Participant for a disability benefit under the long-term disability plan
maintained by the Company and applicable to him or her or (ii) when used in
connection with the exercise of an Incentive Stock Option (as defined herein)
following termination of employment, disability within the meaning of Section
422(e)(3) of the Code.
(i)
Division shall mean a portion of the Company's overall business that is
organized and managed as a separate operating unit or business segment of the
Company.
(j) Effective Date shall mean July
30, 2004.
(k) Exchange Act shall mean the
Securities Exchange Act of 1934, as amended.
(l)
The Fair Market Value of a share of Company Stock with respect to any day
shall be the closing price of Company Stock that day as reported on the Nasdaq
Global Select Market or on such other securities exchange or reporting system as
may be designated by the Committee. In the event that the price of a share of
Company Stock shall not be so reported, the Fair Market Value of a share of
Company Stock shall be determined by the Committee in its absolute discretion
and, to the extent applicable, in a manner consistent with Section 409A and
Section 22 of the Code.
(m)
Incentive Award shall mean an Option, SAR, Restricted Stock Unit, share of
Restricted Stock, share of Phantom Stock or Stock Bonus (each as defined herein)
granted pursuant to the terms of the Plan.
(n)
Incentive Stock Option shall mean an Option that is an incentive stock
option within the meaning of Section 422 of the Code.
(o)
Issue Date shall mean the date established by the Committee on which
certificates representing shares of Restricted Stock shall be issued by the
Company pursuant to the terms of Section 9(e).
(p)
Non-Qualified Stock Option shall mean an Option that is not an Incentive Stock
Option.
(q) Option shall mean an option to
purchase shares of Company Stock granted pursuant to Section 7.
(r)
Participant shall mean an employee, member of the Board of Directors, or
consultant of the Company to whom an Incentive Award is granted pursuant to the
Plan and, upon his or her death, his or her successors, heirs, executors and
administrators, as the case may be.
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(s)
"Performance Goal" shall mean vesting targets which may be established by the
Committee from time to time and documented in writing in connection with an
Incentive Award, which may be based on Qualifying Performance Criteria or other
standards of financial performance and/or personal performance
evaluations.
(t)
A share of Phantom Stock shall mean the right, granted pursuant to Section 11,
to receive in cash the Fair Market Value of a share of Company Stock.
(u)
Qualifying Performance Criteria means any one or more of the following
performance criteria, or derivations of such performance criteria, either
individually, alternatively or in any combination, applied to either the Company
as a whole or to a business unit or Subsidiary, either individually,
alternatively or in any combination, and measured either annually (or over such
shorter period) or cumulatively over a period of years, on an absolute basis or
relative to a pre-established target, to previous years results or to a
designated comparison group, in each case as specified by the Committee:
revenue; gross profit; earnings before interest, taxes, depreciation and
amortization (EBITDA); operating income; pre-or after-tax income; earnings per
share, net cash flow; net cash flow per share; net income; return on sales;
return on equity; return on total capital; return on assets; return on net
assets employed; economic value added; share price performance; total
shareholder return; cash; cash net of debt; improvement in or attainment of
specified cost and expense levels; or improvement in or attainment of specified
working capital levels.
(v)
Restatement Effective Date means the date this amendment and restatement of
the Plan was approved and adopted by the Companys stockholders.
(w)
A share of Restricted Stock shall mean a share of Company Stock which is
granted pursuant to the terms of Section 9 hereof and which is subject to the
restrictions set forth in Section 9(c).
(x)
Restricted Stock Unit means the right, granted pursuant to Section 10, to
receive shares of Company Stock or cash in lieu thereof in the future.
(y)
Retirement means termination of employment from the Company or, in the case of
a member of the Board of Directors, termination of service to the Company, by a
Participant whose: (i) age plus years of service with the Company equal at least
65; and (ii) years of service with the Company equal at least five
(5).
(z)
Rule 16b-3 shall mean the rule thus designated as promulgated under the
Exchange Act.
(aa) SAR shall mean a stock
appreciation right granted pursuant to Section 8.
(bb)
Stock Bonus shall mean a bonus payable in shares of Company Stock granted
pursuant to Section 12.
(cc)
Subsidiary shall mean any corporation or other entity in which, at the time of
reference, the Company owns, directly or indirectly, stock or similar interests
comprising more than 50 percent of the combined voting power of all outstanding
securities of such entity.
(dd)
Vesting Date shall mean the date established by the Committee on which a
Restricted Stock Unit or share of Restricted Stock or Phantom Stock may
vest.
3. STOCK SUBJECT TO THE
PLAN
(a) Shares Available for
Awards
Subject to adjustment as provided in Section 3(c), the total number of
shares of Company Stock with respect to which Incentive Awards may be granted
shall not exceed 6,000,000 shares. Such shares may be authorized but unissued
Company Stock or authorized and issued Company Stock held in the Companys
treasury or acquired by the Company for the purposes of the Plan. The Committee
may direct that any stock certificate evidencing shares issued pursuant to the
Plan shall bear a legend setting forth such restrictions on transferability as
may apply to such shares pursuant to the Plan.
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The
grant of an SAR that by its terms is to be settled in cash shall not reduce the
number of shares of Company Stock with respect to which Incentive Awards may be
granted pursuant to the Plan.
(b) Individual Limitation
Subject to adjustment as provided in Section 3(c) hereof, the total
number of Incentive Awards awarded to any one employee during any fiscal year of
the Company, shall not exceed 300,000 shares of Company Stock. Determinations
under the preceding sentence shall be made in a manner that is consistent with
Section 162(m) of the Code and regulations promulgated thereunder. The
provisions of this Section 3(b) shall not apply in any circumstance with respect
to which the Committee determines that compliance with Section 162(m) of the
Code is not necessary.
(c) Adjustment for Change in
Capitalization
If
there is any change in the outstanding shares of Company Stock by reason of a
stock dividend or distribution, stock split-up, recapitalization, combination or
exchange of shares, by reason of any extraordinary cash dividend, or by reason
of any merger, consolidation, spinoff or other corporate reorganization in which
the Company is the surviving corporation, the number of shares available for
issuance both in the aggregate and with respect to each outstanding Incentive
Award, the price per share under each outstanding Incentive Award, and the
limitation set forth in Section 3(b), shall be proportionately adjusted by the
Committee, whose determination shall be final and binding. After any adjustment
made pursuant to this Section 3(c), the number of shares subject to each
outstanding Incentive Award shall be rounded to the nearest whole
number.
(d) Re-use of Shares
The
following shares of Company Stock shall again become available for Incentive
Awards: any shares subject to an Incentive Award that remain unissued upon the
cancellation or termination of such Award for any reason whatsoever; any shares
of Restricted Stock forfeited; and, if allowed by the Committee as a form of
payment of the Option exercise price or the required tax withholding in
connection with an Incentive Award, any shares delivered by a Participant to the
Company and any shares withheld and retained by the Company.
(e) No Repricing
Other than adjustments made in connection with a transaction or other
change in the Companys capitalization as described in Section 3(c), absent
prior stockholder approval, neither the Committee nor the Board of Directors
shall have any authority, with or without the consent of the affected holders of
Incentive Awards, to reprice an Option or SAR after the date of its initial
grant. For purposes of the Plan, repricing means canceling an Option or SAR to
issue a replacement Option or SAR to the Participant at a lower exercise price,
reducing the exercise price of an Option or SAR, canceling an Option or SAR in
exchange for cash or another type of Incentive Award, or taking any other action
that is treated as a repricing under generally accepted accounting principles.
This paragraph may not be amended, altered or repealed by the Board of Directors
or the Committee without approval of the stockholders of the Company.
4. ADMINISTRATION OF THE
PLAN
The
Plan shall be administered by the Committee. The Committee shall from time to
time designate the employees of the Company who shall be granted Incentive
Awards.
The
Committee shall have full authority to administer the Plan, including authority
to interpret and construe any provision of the Plan and the terms of any
Incentive Award issued under it and to adopt such rules and regulations for
administering the Plan as it may deem necessary or appropriate. The Committee
shall determine whether an authorized leave of absence shall constitute
termination of employment. Decisions of the Committee shall be final and binding
on all parties. The Committees determinations under the Plan may, but need not,
be uniform and may be made on a Participant-by-Participant basis (whether or not
two or more Participants are similarly situated). Notwithstanding anything to
the contrary contained herein, the Board of Directors may, in its sole
discretion, at any
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time and from time to time,
resolve to administer the Plan, in which case the term Committee as used
herein shall be deemed to mean the Board of Directors.
The
Committee may, in its absolute discretion, without amendment to the Plan, (i)
accelerate the date on which any Option or SAR granted under the Plan becomes
exercisable, (ii) waive or amend the operation of Plan provisions respecting
exercise after termination of employment or otherwise adjust any of the terms of
such Option or SAR and (iii) accelerate the Vesting Date or Issue Date, or waive
any condition imposed hereunder, with respect to any Restricted Stock Unit or
share of Restricted Stock or Phantom Stock or otherwise adjust any of the terms
applicable to such Incentive Award.
No
member of the Committee shall be liable for any action, omission or
determination relating to the Plan, and the Company shall indemnify and hold
harmless each member of the Committee and each other director or employee of the
Company to whom any duty or power relating to the administration or
interpretation of the Plan has been delegated against any cost or expense
(including counsel fees) or liability (including any sum paid in settlement of a
claim with the approval of the Committee) arising out of any action, omission or
determination relating to the Plan, unless, in either case, such action,
omission or determination was taken or made by such member, director or employee
in bad faith and without reasonable belief that it was in the best interests of
the Company.
5. ELIGIBILITY
The
persons who shall be eligible to receive Incentive Awards pursuant to the Plan
shall be such officers and salaried employees of the Company and its
Subsidiaries (including employees who are also directors and prospective
salaried employees conditioned on their becoming salaried employees),
non-employee members of the Board of Directors, and such consultants to the
Company and its Subsidiaries as the Committee shall select in its
discretion.
6. AWARDS UNDER THE PLAN; AWARD
AGREEMENTS
The
Committee may grant Options, SARs, Restricted Stock Units, shares of Restricted
Stock, shares of Phantom Stock and Stock Bonuses, in such amounts and with such
terms and conditions as the Committee shall determine, subject to the provisions
of the Plan.
Each
Incentive Award granted under the Plan (except an unconditional Stock Bonus)
shall be evidenced by an Award Agreement which shall contain such provisions as
the Committee may in its sole discretion deem necessary or desirable. By
accepting an Incentive Award, a Participant thereby agrees that the Incentive
Award shall be subject to all of the terms and provisions of the Plan and the
applicable Award Agreement.
7. OPTIONS
(a) Identification of
Options
Each
Option shall be clearly identified in the applicable Award Agreement as either a
Non-Qualified Stock Option or an Incentive Stock Option. In the absence of such
identification, an Option shall be deemed to be a Non-Qualified Stock Option.
(b) Exercise Price
Each
Award Agreement with respect to an Option shall set forth the amount (the
exercise price) payable by the holder to the Company upon exercise of the
Option. The exercise price per share shall be determined by the Committee but
shall in no event be less than the Fair Market Value of a share of Company Stock
on the date the Option is granted, except as permitted in connection with the
issuance of Options in a transaction to which Section 424(a) of the Code
applies.
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(c)
Term and Exercise of Options
(1)
Unless the applicable Award Agreement provides otherwise, an Option shall become
cumulatively exercisable as to 25% of the shares covered thereby on each of the
first, second, third and fourth anniversaries of the date of grant. By way of
example and not by way of limitation, the Committee may require, as a condition
to the vesting of any Option, that the Participant or the Company achieves such
Performance Goals as the Committee may specify. The Committee shall determine
the expiration date of each Option;
provided, however
, that each
Option shall be subject to earlier termination, expiration or cancellation as
provided in the Plan, and further
provided
that no Option shall be
exercisable more than ten (10) years after the date of grant.
(2) An Option may be exercised for all or any portion of
the shares as to which it is exercisable; provided, that no partial exercise of
an Option shall be for an aggregate exercise price of less than $1,000 unless
such partial exercise represents the entire unexercised portion of the Option or
the entire portion of the Option that is then exercisable. The partial exercise
of an Option shall not cause the expiration, termination or cancellation of the
remaining portion thereof.
(3) An Option shall be exercised by delivering notice to
the Companys principal office, to the attention of its Secretary (or the
Secretarys designee), no less than one business day in advance of the effective
date of the proposed exercise. Such notice shall be accompanied by the
applicable Award Agreement, shall specify the number of shares of Company Stock
with respect to which the Option is being exercised and the effective date of
the proposed exercise and shall be signed by the Participant or other person
then having the right to exercise the Option in a manner determined by the
Committee. Such notice may be withdrawn at any time prior to the close of
business on the business day immediately preceding the effective date of the
proposed exercise. Payment for shares of Company Stock purchased upon the
exercise of an Option shall be made on the effective date of such exercise by
one or a combination of the following means:
(i)
in cash, by certified check, bank cashiers check or wire transfer;
(ii)
through a broker-assisted transaction whereby a broker selected and engaged by
the Participant sells shares of Company Stock in an open market transaction and
remits to the Company from the sales proceeds on behalf of the Participant the
Option exercise price and the required tax withholding amounts;
(iii)
subject to the approval of the Committee, and at the direction of the
Participant, through shares retained by the Company in an amount whose aggregate
Fair Market Value is equal on the date of exercise to the exercise price,
thereby surrendering as payment the portion of the Option that covers the
retained shares;
(iv)
subject to the approval of the Committee, in shares of Company Stock owned by
the Participant and valued at their Fair Market Value on the effective date of
such exercise; or
(v)
subject to the approval of the Committee, by such other provision as the
Committee may from time to time authorize.
(4) Notwithstanding the foregoing, in the case of an
Incentive Stock Option exercised pursuant to (3)(iii) above, the number of
shares deemed to be used to satisfy the exercise price will not be treated as
having been purchased through the exercise of an Incentive Stock Option.
(5) No
shares of Company Stock will be issued until full payment has been made. Any
payment in shares of Company Stock shall be effected by the delivery of such
shares to the Secretary (or the Secretarys designee) of the Company, duly
endorsed in blank or accompanied by stock powers duly executed in blank,
together with any other documents and evidences as the Secretary (or the
Secretarys designee) of the Company shall require. Certificates for shares of
Company Stock purchased upon the exercise of an Option shall be issued in the
name of the Participant or other person entitled to receive such shares, and
delivered to the Participant or such other person as soon as practicable
following the effective date on which the Option is exercised.
(d) No Reload Rights
Options granted under this Plan shall not contain any provision entitling
the optionee to the automatic grant of additional options in connection with any
exercise of the original option.
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(e) No Loans
The
Company may not make loans to individual Participants for the purpose of
financing the exercise of an Option.
(f) Limitations on Incentive Stock
Options
(1) To the extent that the aggregate Fair Market Value of
shares of Company Stock with respect to which Incentive Stock Options are
exercisable for the first time by a Participant during any calendar year under
the Plan and any other stock option plan of the Company (or any subsidiary
corporation of the Company within the meaning of Section 424 of the Code) shall
exceed $100,000, or such higher value as may be permitted under Section 422 of
the Code, such Options shall be treated as Non-Qualified Stock Options. Such
Fair Market Value shall be determined as of the date on which each such
Incentive Stock Option is granted.
(2) No Incentive Stock Option may be granted to an
individual if, at the time of the proposed grant, such individual owns stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company (or any subsidiary corporation of the Company within the
meaning of Section 424 of the Code), unless (i) the exercise price of such
Incentive Stock Option is at least 110% of the Fair Market Value of a share of
Company Stock at the time such Incentive Stock Option is granted and (ii) such
Incentive Stock Option is not exercisable after the expiration of five years
from the date such Incentive Stock Option is granted.
(g) Effect of Termination of
Employment
(1) Unless the applicable Award Agreement provides or the
Committee shall determine otherwise, in the event that the employment or service
of a Participant with the Company shall terminate for any reason other than
Cause, Disability, Retirement or death: (i) Options granted to such Participant,
to the extent that they were exercisable at the time of such termination, shall
remain exercisable until the date that is 90 days after such termination, on
which date they shall expire; and (ii) Options granted to such Participant, to
the extent that they were not exercisable at the time of such termination, shall
expire at the close of business on the date of such termination. The 90-day
period described in this Section 7(g)(1) shall be extended to one year in the
event of the Participants death during such 90-day period. Notwithstanding the
foregoing, no Option shall be exercisable after the expiration of its
term.
(2) Unless the applicable Award Agreement provides or the
Committee shall determine otherwise, in the event that the employment or service
of a Participant with the Company shall terminate on account of the Disability
or death of the Participant: (i) Options granted to such Participant, to the
extent that they were exercisable at the time of such termination, shall remain
exercisable until the date that is one year after such termination, on which
date they shall expire; and (ii) Options granted to such Participant, to the
extent that they were not exercisable at the time of such termination, shall
expire at the close of business on the date of such termination. Notwithstanding
the foregoing, no Option shall be exercisable after the expiration of its
term.
(3) Unless the applicable Award Agreement provides or the
Committee shall determine otherwise, in the event that the employment or service
of a Participant with the Company shall terminate on account of the Retirement
of the Participant: (i) Options granted to such Participant, to the extent that
they were exercisable at the time of such termination, shall remain exercisable
for a period of two years from the date of termination, on which date they shall
expire; and (ii) Options granted to such Participant, to the extent that they
were not exercisable at the time of such termination, shall expire at the close
of business on the date of such termination. Notwithstanding the foregoing, no
Option shall be exercisable after the expiration of its term.
(4)
Unless the applicable Award Agreement provides or the Committee shall determine
otherwise, if a Participants employment by or service with the Company (or any
Subsidiary) is terminated for Cause, any unexercised Stock Option granted to
such participant shall be cancelled on the date of such termination, whether or
not exercisable on such date. See also Section 20, Cancellation and Rescission
of Incentive Awards.
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(h) Acceleration of Exercise Date
Upon Change in Control
In
the event of a Change in Control, the Committee as constituted immediately
before such Change in Control may, in its sole discretion, take action to make
each Option granted under the Plan and outstanding at such time fully and
immediately exercisable upon such Change in Control, and if so accelerated each
Option shall remain exercisable until its expiration, termination or
cancellation pursuant to the terms of the Plan. In addition, in the event of a
potential Change in Control, the Committee may in its discretion cancel any
outstanding Options and pay to the holders thereof, in cash or stock, or any
combination thereof, the value of such Options based upon the price per share of
Common Stock to be received by other shareholders of the Company in the Change
in Control less the exercise price of each Option.
8. SARS
(a) Exercise Price
The
exercise price per share of an SAR shall be determined by the Committee at the
time of grant, but shall in no event be less than the Fair Market Value of a
share of Company Stock on the date of grant.
(b) Benefit Upon Exercise
At
the time of granting an SAR, the Committee, in its sole and absolute discretion,
shall specify whether the benefit payable upon exercise of the SAR will be paid
in shares of Company Stock or in cash, and such form of payment will be made a
part of the applicable Award Agreement. The exercise of an SAR with respect to
any number of shares of Company Stock shall entitle the Participant to a
payment, for each such share, equal to the excess of (i) the Fair Market Value
of a share of Company Stock on the exercise date over (ii) the exercise price of
the SAR. Payment will be made in shares of Company Stock, valued at their Fair
Market Value on the date of exercise, or in cash, as specified in the applicable
Award Agreement. Payments shall be made as soon as practicable following
exercise of the SAR.
(c) Term and Exercise of
SARs
(1) Unless the applicable Award Agreement provides
otherwise, an SAR shall become cumulatively exercisable as to 25 percent of the
shares covered thereby on each of the first, second, third and fourth
anniversaries of the date of grant. By way of example and not by way of
limitation, the Committee may require, as a condition to the vesting of any SAR,
that the Participant or the Company achieves such Performance Goals as the
Committee may specify. The Committee shall determine the expiration date of each
SAR. Unless the applicable Award Agreement provides otherwise, no SAR shall be
exercisable prior to the first anniversary of the date of grant.
(2) An SAR may be exercised for all or any portion of the
shares as to which it is exercisable; provided, that no partial exercise of an
SAR shall be for an aggregate exercise price of less than $1,000. The partial
exercise of an SAR shall not cause the expiration, termination or cancellation
of the remaining portion thereof.
(3) An SAR shall be exercised by delivering notice to the
Companys principal office, to the attention of its Secretary (or the
Secretarys designee), no less than one business day in advance of the effective
date of the proposed exercise. Such notice shall be accompanied by the
applicable Award Agreement, shall specify the number of shares of Company Stock
with respect to which the SAR is being exercised, and the effective date of the
proposed exercise, and shall be signed by the Participant. The Participant may
withdraw such notice at any time prior to the close of business on the business
day immediately preceding the effective date of the proposed
exercise.
(d) Effect of Termination of
Employment
The
provisions set forth in Section 7(g) with respect to the exercise of Options
following termination of employment shall apply as well to such exercise of
SARs.
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(e) Acceleration of Exercise Date
Upon Change in Control
In
the event of a Change in Control, the Committee as constituted immediately
before such Change in Control may, in its sole discretion, take action to make
each SAR granted under the Plan and outstanding at such time fully and
immediately exercisable upon such Change in Control, and if so accelerated each
SAR shall remain exercisable until its expiration, termination or cancellation
pursuant to the terms of the Plan.
9. RESTRICTED STOCK UNITS
(a) Vesting Date
At
the time of the grant of Restricted Stock Units, the Committee shall establish a
Vesting Date or Vesting Dates with respect to such Restricted Stock Units. The
Committee may divide such shares into classes and assign a different Vesting
Date for each class. Provided that all conditions to the vesting of a Restricted
Stock Unit imposed pursuant to Section 9(c) are satisfied, and except as
provided in Section 9(d), upon the occurrence of the Vesting Date with respect
to a Restricted Stock Unit, such Restricted Stock Unit shall vest.
(b) Benefit Upon Vesting
Upon
the vesting of a Restricted Stock Unit, the Participant shall be entitled to
receive one share of Company Stock or an amount in cash equal to the Fair Market
Value of a share of Company Stock on the date on which such share of Restricted
Stock Unit vests, as determined by the Committee.
(c) Conditions to Vesting
At
the time of the grant of Restricted Stock Units, the Committee may impose such
restrictions or conditions to the vesting of such shares as it, in its absolute
discretion, deems appropriate. By way of example and not by way of limitation,
the Committee may require, as a condition to the vesting of any class or classes
of Restricted Stock Units, that the Participant or the Company achieves such
Performance Goals as the Committee may specify. Notwithstanding anything in this
Plan to the contrary, the performance criteria for any Restricted Stock Unit
that is intended to satisfy the requirements for performance-based
compensation under Section 162(m) of the Code will be a measure based on one or
more Qualifying Performance Criteria selected by the Committee and specified
when the Incentive Award is granted. The Committee may, in its discretion, also
make grants of Restricted Stock Units which vest over a period of time of at
least one year.
(d) Dividends on Restricted Stock
Units
Company Stock underlying Restricted Stock Units shall be entitled to
dividends or dividend equivalents only to the extent provided by the Committee.
(e) Consequences of
Vesting
Upon
the vesting of a Restricted Stock Unit (other than a Restricted Stock Unit that
is settled in cash) pursuant to the terms of the Plan and the applicable Award
Agreement, the Company shall cause to be issued a stock certificate, registered
in the name of the Participant to whom such Restricted Stock Unit was granted.
Notwithstanding the foregoing, such share still may be subject to restrictions
on transfer as a result of applicable securities laws.
(f) Effect of Termination of
Employment
(1) Unless the applicable Award Agreement or the
Committee provides otherwise, Restricted Stock Units that have not vested shall
be forfeited upon the Participants termination of employment for any reason
other than Cause.
(2) In the event of the termination of a Participants
employment for Cause, all Restricted Stock Units granted to such Participant
which have not vested as of the date of such termination shall immediately be
forfeited. See also Section 20, Cancellation and Rescission of Incentive Awards.
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(g) Effect of Change in
Control
In
the event of a Change in Control, the Committee as constituted immediately
before such Change in Control may, in its sole discretion, take action to
immediately vest upon such Change in Control all outstanding Restricted Stock
Units which have not theretofore vested.
10. RESTRICTED
STOCK
(a) Issue Date and Vesting
Date
At
the time of the grant of shares of Restricted Stock, the Committee shall
establish an Issue Date or Issue Dates and a Vesting Date or Vesting Dates with
respect to such shares. The Committee may divide such shares into classes and
assign a different Issue Date and/or Vesting Date for each class. If the grantee
is employed by the Company on an Issue Date (which may be the date of grant),
the specified number of shares of Restricted Stock shall be issued in accordance
with the provisions of Section 10(e). Provided that all conditions to the
vesting of a share of Restricted Stock imposed pursuant to Section 10(b) are
satisfied, and except as provided in Section 10(g), upon the occurrence of the
Vesting Date with respect to a share of Restricted Stock, such share shall vest
and the restrictions of Section 10(c) shall cease to apply to such
share.
(b) Conditions to Vesting
At
the time of the grant of shares of Restricted Stock, the Committee may impose
such restrictions or conditions to the vesting of such shares as it, in its
absolute discretion, deems appropriate. By way of example and not by way of
limitation, the Committee may require, as a condition to the vesting of any
class or classes of shares of Restricted Stock, that the Participant or the
Company achieves such Performance Goals as the Committee may specify.
Notwithstanding anything in this Plan to the contrary, the performance criteria
for any grant of Restricted Stock that is intended to satisfy the requirements
for performance-based compensation under Section 162(m) of the Code will be a
measure based on one or more Qualifying Performance Criteria selected by the
Committee and specified when the Incentive Award is granted. The Committee may,
in its discretion, also make grants of Restricted Stock which vest over a period
of time of at least one year.
(c) Restrictions on Transfer Prior
to Vesting
Prior to the vesting of a share of Restricted Stock, no transfer of a
Participants rights with respect to such share, whether voluntary or
involuntary, by operation of law or otherwise, shall be permitted. Immediately
upon any attempt to transfer such rights, such share, and all of the rights
related thereto, shall be forfeited by the Participant.
(d) Dividends on Restricted
Stock
The
Committee in its discretion may require that any dividends paid on shares of
Restricted Stock shall be held in escrow until all restrictions on such shares
have lapsed.
(e) Issuance of
Certificates
(1) Reasonably promptly after the Issue Date with respect
to shares of Restricted Stock, the Company shall cause to be issued a stock
certificate, registered in the name of the Participant to whom such shares were
granted, evidencing such shares; provided, that the Company shall not cause such
a stock certificate to be issued unless it has received a stock power duly
endorsed in blank with respect to such shares. Each such stock certificate shall
bear the following legend:
The transferability of this certificate and the shares of
stock represented hereby are subject to the restrictions, terms and conditions
(including forfeiture provisions and restrictions against transfer) contained in
the CalAmp Corp. 2004 Stock Incentive Plan and related Award Agreement, and such
rules, regulations and interpretations as the CalAmp Corp. Compensation
Committee may adopt. Copies of the Plan, Award Agreement and, if any, rules,
regulations and interpretations are on file in the office of the Secretary of
CalAmp Corp., 1401 North Rice Avenue, Oxnard, California 93030.
A-10
Such legend shall not be removed
until such shares vest pursuant to the terms hereof.
(2) Each certificate issued pursuant to this Section
10(e), together with the stock powers relating to the shares of Restricted Stock
evidenced by such certificate, shall be held in escrow by the Company until (i)
the restrictions have lapsed and (ii) the income tax and employment tax
withholding amounts have been satisfied, as provided for in Section 17
hereof.
(f) Consequences of
Vesting
Upon
the vesting of a share of Restricted Stock pursuant to the terms of the Plan and
the applicable Award Agreement, the restrictions of Section 10(c) shall cease to
apply to such share. Reasonably promptly after a share of Restricted Stock
vests, the Company shall cause to be delivered to the Participant to whom such
shares were granted, a certificate evidencing such share, free of the legend set
forth in Section 10(e). Notwithstanding the foregoing, such share still may be
subject to restrictions on transfer as a result of applicable securities
laws.
(g) Effect of Termination of
Employment
(1) Unless the applicable Award Agreement or the
Committee provides otherwise, during the 90 days following termination of a
Participants employment for any reason other than Cause, the Company shall have
the right to require the return of any shares to which restrictions on
transferability apply, in exchange for which the Company shall repay to the
Participant (or the Participants estate) any amount paid by the Participant for
such shares. In the event that the Company requires such a return of shares, it
also shall have the right to require the return of all dividends paid on such
shares, whether by termination of any escrow arrangement under which such
dividends are held or otherwise.
(2) In the event of the termination of a Participants
employment for Cause, all shares of Restricted Stock granted to such Participant
which have not vested as of the date of such termination shall immediately be
returned to the Company, together with any dividends paid on such shares, in
return for which the Company shall repay to the Participant any amount paid for
such shares. See also Section 20, Cancellation and Rescission of Incentive
Awards.
(h) Effect of Change in
Control
In
the event of a Change in Control, the Committee as constituted immediately
before such Change in Control may, in its sole discretion, take action to
immediately vest upon such Change in Control all outstanding shares of
Restricted Stock which have not theretofore vested.
11. PHANTOM
STOCK
(a) Vesting Date
At
the time of the grant of shares of Phantom Stock, the Committee shall establish
a Vesting Date or Vesting Dates with respect to such shares. The Committee may
divide such shares into classes and assign a different Vesting Date for each
class. Provided that all conditions to the vesting of a share of Phantom Stock
imposed pursuant to Section 11(c) are satisfied, and except as provided in
Section 11(d), upon the occurrence of the Vesting Date with respect to a share
of Phantom Stock, such share shall vest.
(b) Benefit Upon Vesting
Upon
the vesting of a share of Phantom Stock, the Participant shall be entitled to
receive in cash, within 30 days of the date on which such share vests, an amount
equal to the sum of (i) the Fair Market Value of a share of Company Stock on the
date on which such share of Phantom Stock vests and (ii) the aggregate amount of
cash dividends paid with respect to a share of Company Stock during the period
commencing on the date on which the share of Phantom Stock was granted and
terminating on the date on which such share vests.
A-11
(c) Conditions to Vesting
At
the time of the grant of shares of Phantom Stock, the Committee may impose such
restrictions or conditions to the vesting of such shares as it, in its absolute
discretion, deems appropriate. By way of example and not by way of limitation,
the Committee may require, as a condition to the vesting of any class or classes
of shares of Phantom Stock, that the Participant or the Company achieves such
Performance Goals as the Committee may specify. Notwithstanding anything in this
Plan to the contrary, the performance criteria for any Phantom Stock that is
intended to satisfy the requirements for performance-based compensation under
Section 162(m) of the Code will be a measure based on one or more Qualifying
Performance Criteria selected by the Committee and specified when the Incentive
Award is granted. The Committee may, in its discretion, also make grants of
Phantom Stock which vest over a period of time of at least one year.
(d) Effect of Termination of
Employment
(1) Unless the applicable Award Agreement or the
Committee provides otherwise, shares of Phantom Stock that have not vested,
together with any dividends credited on such shares, shall be forfeited upon the
Participants termination of employment for any reason other than
Cause.
(2) In the event of the termination of a Participants
employment for Cause, all shares of Phantom Stock granted to such Participant
which have not vested as of the date of such termination shall immediately be
forfeited, together with any dividends credited on such shares. See also Section
20, Cancellation and Rescission of Incentive Awards.
(e) Effect of Change in
Control
In
the event of a Change in Control, the Committee as constituted immediately
before such Change in Control may, in its sole discretion, take action to
immediately vest upon such Change in Control all outstanding shares of Phantom
Stock which have not theretofore vested.
12. STOCK
BONUSES
In
the event that the Committee grants a Stock Bonus, a certificate for the shares
of Company Stock comprising such Stock Bonus shall be issued in the name of the
Participant to whom such grant was made and delivered to such Participant as
soon as practicable after the date on which such Stock Bonus is
payable.
13. NON-EMPLOYEE DIRECTOR
AWARDS
Each
year, on the day of the annual meeting of the stockholders of the Company at
which directors of the Company are elected (and, in the case that a person
becomes a Non-Employee Director other than at an annual meeting, on such date
that the person first becomes a Non-Employee Director), each Non-Employee
Director shall receive Incentive Awards in an amount not to exceed 20,000 shares
of Company Stock. The specific amount of Incentive Awards to be granted to each
Non-Employee Director on such dates will be as determined by the Board of
Directors from time to time, subject to this limitation of 20,000 shares of
Company Stock on each such date.
If,
on any date upon which Incentive Awards are to be granted pursuant to this
Section 13, the number of shares of Company Stock remaining available for
issuance under the Plan is less than the total number of shares of Company Stock
that otherwise would be covered by such Incentive Awards, in the aggregate, then
Incentive Awards for a pro rata amount of the remaining shares of Company Stock
available for issuance (rounded to the nearest whole share) shall be awarded to
each Non-Employee Director on such date. Incentive Awards granted pursuant to
this Section 13 shall generally become exercisable one (1) year from the date of
grant or over such longer or shorter period as the Board of Directors may from
time to time establish, subject to the discretion of the Committee to accelerate
the vesting of Incentive Awards as provided in Section 4 hereof.
A-12
14. RIGHTS AS A
STOCKHOLDER
No
person shall have any rights as a stockholder with respect to any shares of
Company Stock covered by or relating to any Incentive Award until the date of
issuance of a stock certificate with respect to such shares.
Except as otherwise expressly provided in Section 3(c), no adjustment to
any Incentive Award shall be made for dividends or other rights for which the
record date occurs prior to the date such stock certificate is
issued.
15. NO SPECIAL EMPLOYMENT
RIGHTS; NO RIGHT TO INCENTIVE AWARD
Nothing contained in the Plan or any Award Agreement shall confer upon
any Participant any right with respect to the continuation of employment by the
Company or interfere in any way with the right of the Company, subject to the
terms of any separate employment agreement to the contrary, at any time to
terminate such employment or to increase or decrease the compensation of the
Participant.
No
person shall have any claim or right to receive an Incentive Award hereunder.
The Committees granting of an Incentive Award to a Participant at any time
shall neither require the Committee to grant any other Incentive Award to such
Participant or other person at any time nor preclude the Committee from making
subsequent grants to such Participant or any other person.
The
Plan is intended to be an unfunded plan. Participants are and shall at all times
be general creditors of the Company with respect to their Incentive Awards. If
the Committee or the Company chooses to set aside funds in a trust or otherwise
for the payment of Incentive Awards under the Plan, such funds shall at all
times be subject to the claims of the creditors of the Company in the event of
its bankruptcy or insolvency.
Neither the adoption of this Plan by the Board nor the submission of this
Plan to the stockholders of the Company for approval shall be construed as
creating any limitations on the power of the Board or the Committee to adopt
such other incentive arrangements as either may deem desirable, including
without limitation, the granting of restricted stock or stock options otherwise
than under this Plan or an arrangement not intended to qualify under Section
162(m) of the Code, and such arrangements may be either generally applicable or
applicable only in specific cases.
16. SECURITIES
MATTERS
(a)
The Company shall be under no obligation to effect the registration pursuant to
the Securities Act of 1933 of any interests in the Plan or any shares of Company
Stock to be issued hereunder or to effect similar compliance under any state
laws. Notwithstanding anything herein to the contrary, the Company shall not be
obligated to cause to be issued or delivered any certificates evidencing shares
of Company Stock pursuant to the Plan unless and until the Company is advised by
its counsel that the issuance and delivery of such certificates is in compliance
with all applicable laws, regulations of governmental authority and the
requirements of the Nasdaq National Market and any other securities exchange on
which shares of Company Stock are traded. Certificates evidencing shares of
Company Stock issued pursuant to the terms hereof, may bear such legends, as the
Committee or the Company, in its sole discretion, deems necessary or desirable
to insure compliance with applicable securities laws.
(b)
The transfer of any shares of Company Stock hereunder shall be effective only at
such time as counsel to the Company shall have determined that the issuance and
delivery of such shares is in compliance with all applicable laws, regulations
of governmental authority and the requirements of the Nasdaq National Market and
any other securities exchange on which shares of Company Stock are traded. The
Committee may, in its sole discretion, defer the effectiveness of any transfer
of shares of Company stock hereunder in order to allow the issuance of such
shares to be made pursuant to registration or an exemption from registration or
other methods for compliance available
A-13
under federal or state securities
laws. The Company shall inform the Participant in writing of the Committees
decision to defer the effectiveness of a transfer. During the period of such a
deferral in connection with the exercise of an Option, the Participant may, by
written notice, withdraw such exercise and obtain the refund of any amount paid
with respect thereto.
17. WITHHOLDING
TAXES
Whenever cash is to be paid pursuant to an Incentive Award, the Company
shall have the right to deduct therefrom an amount sufficient to satisfy any
federal, state and local withholding tax requirements related
thereto.
Whenever shares of Company Stock are to be delivered pursuant to an
Incentive Award, the amount of any federal, state and local tax withholding
requirements must be satisfied by the Participant prior to the issuance of
shares by the Company (or, in the case of Restricted Stock, before the release
of such shares from escrow). The Company shall have the right to require the
Participant to remit to the Company in cash an amount sufficient to satisfy any
federal, state and local withholding tax requirements related thereto. With the
approval of the Committee, which it shall have sole discretion to grant, a
Participant may satisfy the foregoing requirement by (i) electing to have the
Company withhold and retain from delivery shares of Company Stock having a value
equal to the amount of the tax withholding requirement, or (ii) delivering to
the Company already vested and owned shares of Common Stock having a value equal
to the amount of the tax withholding requirement. Such shares shall be valued at
their Fair Market Value on the date as of which the amount of tax to be withheld
is determined (the Tax Date). Fractional share amounts shall be settled in
cash. Such a withholding election may be made with respect to all or any portion
of the shares to be delivered pursuant to an Incentive Award. To the extent
required for such a withholding of stock to qualify for the exemption available
under Rule 16b-3, such an election by a grantee whose transactions in Company
Stock are subject to Section 16(b) of the Exchange Act shall be subject to the
approval of the Committee in its sole discretion.
18. NOTIFICATION OF ELECTION
UNDER SECTION 83(b) OF THE CODE
If
any Participant shall, in connection with the award of Restricted Stock under
the Plan, make the election permitted under Section 83(b) of the Code (i.e., an
election to include in gross income in the year of award the amounts specified
in Section 83(b)), such Participant shall notify the Company of such election at
the time of entering into the Award Agreement pertaining to the Restricted Stock
award, and shall concurrently make a payment to the Company of the aggregate
income tax and employment tax withholding amount, such payment to be made in
cash, by certified check, bank cashiers check or wire transfer.
19. NOTIFICATION UPON
DISQUALIFYING DISPOSITION
Each
Award Agreement with respect to an Incentive Stock Option shall require the
Participant to notify the Company of any disposition of shares of Company Stock
issued pursuant to the exercise of such Option under the circumstances described
in Section 421(b) of the Code (relating to certain disqualifying dispositions)
within ten days of such disposition.
20. CANCELLATION AND RESCISSION
OF INCENTIVE AWARDS
Unless the Award Agreement specifies otherwise, the Committee may cancel,
rescind, suspend, withhold or otherwise limit or restrict any unexpired, unpaid,
or deferred Incentive Awards at any time if the Participant is not in compliance
with all applicable provisions of the Award Agreement, or if the Participant
engages in any "Detrimental Activity." For purposes of this Section 20,
"Detrimental Activity" shall include: (i) the rendering of services for any
organization or engaging directly or indirectly in any business which is or
becomes competitive with the Company, or which organization or business, or the
rendering of services to such organization or business, is or becomes
A-14
otherwise prejudicial to or in
conflict with the interests of the Company; (ii) the disclosure to anyone
outside the Company, or the use in other than the Company's business, without
prior written authorization from the Company, of any confidential information or
material, as defined in the Company's Agreement Regarding Confidential
Information and Intellectual Property, relating to the business of the Company,
acquired by the Participant either during or after employment with the Company;
(iii) the failure or refusal to disclose promptly and to assign to the Company,
pursuant to the Company's "Confidentiality, Company Property, and
Non-Solicitation Agreement" (formerly known as the Company's "Confidential
Invention Agreement"), all right, title and interest in any invention or idea,
patentable or not, made or conceived by the Participant during employment by the
Company, relating in any manner to the actual or anticipated business, research
or development work of the Company or the failure or refusal to do anything
reasonably necessary to enable the Company to secure a patent where appropriate
in the United States and in other countries; (iv) activity that results in
termination of the Participant's employment for Cause; (v) a violation of any
rules, policies, procedures or guidelines of the Company, including but not
limited to the Company's Code of Business Conduct and Ethics policy; (vi) any
attempt directly or indirectly to induce any employee of the Company to be
employed or perform services elsewhere or any attempt directly or indirectly to
solicit the trade or business of any current or prospective customer, supplier
or partner of the Company; (vii) the Participant being convicted of, or entering
a guilty plea with respect to, a crime, whether or not connected with the
Company; or (viii) any other conduct or act determined to be injurious,
detrimental or prejudicial to any interest of the Company.
21. AMENDMENT OR TERMINATION OF
THE PLAN
The
Board of Directors may, at any time, suspend or terminate the Plan or revise or
amend it in any respect whatsoever; provided, however, that stockholder approval
shall be required if and to the extent required by Rule 16b-3 or by any
comparable or successor exemption under which the Board of Directors believes it
is appropriate for the Plan to qualify, or if and to the extent the Board of
Directors determines that such approval is appropriate for purposes of
satisfying the requirements of the Nasdaq Global Select Market or any other
securities exchange on which shares of Company Stock are traded or Section
162(m) or Section 422 of the Code. Nothing herein shall restrict the Committees
ability to exercise its discretionary authority pursuant to Section 4, which
discretion may be exercised without amendment to the Plan. No action hereunder
may, without the consent of a Participant, reduce the Participants rights under
any outstanding Incentive Award.
22. NO OBLIGATION TO
EXERCISE
The
grant to a Participant of an Option or SAR shall impose no obligation upon such
Participant to exercise such Option or SAR.
23. TRANSFERS UPON DEATH;
NONASSIGNABILITY
Upon
the death of a Participant outstanding Incentive Awards granted to such
Participant may be exercised only by the executor or administrator of the
Participants estate or by a person who shall have acquired the right to such
exercise by will or by the laws of descent and distribution. No transfer of an
Incentive Award by will or the laws of descent and distribution shall be
effective to bind the Company unless the Company shall have been furnished with
(a) written notice thereof and with a copy of the will and/or such evidence as
the Committee may deem necessary to establish the validity of the transfer and
(b) an agreement by the transferee to comply with all the terms and conditions
of the Incentive Award that are or would have been applicable to the Participant
and to be bound by the acknowledgments made by the Participant in connection
with the grant of the Incentive Award.
During a Participants lifetime, the Committee may, in its discretion,
permit the transfer, assignment or other encumbrance of an outstanding Option or
outstanding shares of Restricted Stock; provided that, in the case of an
Incentive Stock Option, transferability may be permitted during the
Participant's lifetime only to the extent that the Incentive Stock Option
retains its qualified status, unless the Committee and the Participant agree
otherwise.
A-15
24. EXPENSES AND
RECEIPTS
The
expenses of the Plan shall be paid by the Company. Any proceeds received by the
Company in connection with any Incentive Award will be used for general
corporate purposes.
25. FAILURE TO
COMPLY
In
addition to the remedies of the Company elsewhere provided for herein, failure
by a Participant (or beneficiary) to comply with any of the terms and conditions
of the Plan or the applicable Award Agreement, unless such failure is remedied
by such Participant (or beneficiary) within ten days after notice of such
failure by the Committee, shall be grounds for the cancellation and forfeiture
of such Incentive Award, in whole or in part, as the Committee, in its sole
discretion, may determine.
26. EFFECTIVE DATE AND TERM OF
PLAN
The
Plan shall be effective as of the Effective Date. Unless earlier terminated by
the Board of Directors, the right to grant Incentive Awards under the Plan will
terminate on the tenth anniversary of the Restatement Effective Date. Incentive
Awards outstanding at Plan termination will remain in effect according to their
terms and the provisions of the Plan.
27. APPLICABLE
LAW
Except to the extent preempted by any applicable federal law, the Plan
will be construed and administered in accordance with the laws of the State of
Delaware, without reference to the principles of conflicts of laws
thereunder.
A-16
CALAMP CORP.
1401 N. RICE
AVE.
OXNARD, CA 93030
WE ENCOURAGE YOU TO TAKE
ADVANTAGE OF INTERNET OR TELEPHONE VOTING. BOTH ARE AVAILABLE 24 HOURS A DAY, 7
DAYS A WEEK.
Internet and telephone voting is available
through 11:59 PM Eastern Time the day prior to the stockholder meeting
date.
VOTE BY INTERNET -
www.proxyvote.com
Use the
Internet to transmit your voting instructions and for electronic delivery of
information up until 11:59 P.M. Eastern Time the day before the meeting date.
Have your proxy card in hand when you access the web site and follow the
instructions to obtain your records and to create an electronic voting
instruction form.
ELECTRONIC DELIVERY OF FUTURE
STOCKHOLDER COMMUNICATIONS
If you would like to reduce the
costs incurred by CalAmp Corp. in mailing proxy materials, you can consent to
receiving all future proxy statements, proxy cards and annual reports
electronically via e-mail or the Internet. To sign up for electronic delivery,
please follow the instructions above to vote using the Internet and, when
prompted, indicate that you agree to receive or access stockholder
communications electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to
transmit your voting instructions up until 11:59 P.M. Eastern Time the day
before the meeting date. Have your proxy card in hand when you call and then
follow the instructions.
VOTE BY
MAIL
Mark, sign and date your proxy
card and return it in the postage-paid envelope we have provided or return it to
CalAmp Corp., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
Note: If you vote your proxy by
Internet or by telephone, you do not need to mail back your proxy
card.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR
BLACK INK AS FOLLOWS:
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M15768-P79848
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KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND
DATED.
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CALAMP
CORP.
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For
All
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Withhold
All
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For All
Except
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To withhold authority
to vote for any individual nominee(s), mark For All Except and write the
number(s) of the nominee(s) on the line below.
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Vote on Directors
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1.
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¨
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NOMINEES:
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01) Frank Perna, Jr.
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04) A.J. "Bert" Moyer
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02) Kimberly Alexy
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05) Thomas Pardun
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03) Richard Gold
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06) Larry Wolfe
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Vote
on Proposals
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For
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Against
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Abstain
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THE BOARD OF
DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 2.
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2.
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Approval of an amendment to the CalAmp Corp. 2004
Incentive Stock Plan to increase the number of shares reserved for
issuance by 3,000,000 and to make certain other changes to this Plan as
described in the accompanying proxy statement.
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3.
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In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before such meeting and any and all
postponements or adjournments thereof.
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NOTE:
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Please sign exactly as the name appears hereon.
When shares are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please give your
full title as such. If a corporation, please sign in the full corporate
name by the president or other authorized officer. If a partnership,
please sign in the partnerships name by an authorized person.
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For address changes and/or comments, please check
this box and write them on the back where indicated.
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Signature
[PLEASE SIGN WITHIN BOX]
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Date
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Signature
(Joint Owners)
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Date
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Important Notice Regarding the
Availability of Proxy Materials for the Annual Meeting of
Stockholders:
You can view the Annual Report and Proxy
Statement on the Internet at https://materials.proxyvote.com/128126,
which
does not use "cookies" or other software that identifies visitors accessing the
website.
M15769-P79848
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CALAMP CORP.
1401 N. Rice Avenue
Oxnard, California
93030
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PROXY FOR 2009 ANNUAL
MEETING OF STOCKHOLDERS TO BE HELD ON JULY 30, 2009
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF CALAMP CORP.
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The undersigned stockholder
of CalAmp Corp. (the Company) hereby acknowledges receipt of the Notice
of Annual Meeting of Stockholders and the accompanying Proxy Statement for
the 2009 Annual Meeting of Stockholders, and hereby appoints Frank Perna
and Richard Gold, and each of them, as Proxies of the undersigned, each
with the power to appoint his substitute, and hereby authorizes each of
them to represent and to vote as designated on the reverse side, and to
vote in their discretion with respect to such other matters (including
matters incident to the conduct of the meeting) as may properly come
before the meeting, all the shares of Common Stock of the Company held of
record by the undersigned on June 16, 2009 at the Annual Meeting of
Stockholders to be held on July 30, 2009 and at any postponements or
adjournments thereof.
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PLEASE MARK, SIGN,
DATE AND RETURN THE PROXY CARD PROMPTLY, USING THE ENCLOSED ENVELOPE. THIS
PROXY WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS INDICATED;
HOWEVER, IF NO INSTRUCTIONS ARE GIVEN, THIS PROXY WILL BE VOTED IN FAVOR
OF THE NOMINEES FOR DIRECTOR LISTED AND IN THE DISCRETION OF THE PROXIES
ON MATTERS DESCRIBED IN PROPOSALS 2 AND 3 ON THE REVERSE
SIDE.
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Address Changes/Comments:
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(If you noted any Address
Changes/Comments above, please mark corresponding box on the reverse
side.)
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(CONTINUED ON REVERSE
SIDE)
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