Director Compensation
The following
table provides information on compensation for the year ended December 31,
2007, for our directors who are not also our employees or officers. The amounts
shown include all compensation for services to us.
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Fees
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All
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Earned or
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Other
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Paid in
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Compen-
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Total
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Name
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Cash($)
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sation($){1}
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($)
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Jennifer A.
Chatman
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78,500
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78,500
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Earl F. Cheit
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87,000
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1,000
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88,000
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Gary M. Cusumano
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54,000
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54,000
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Peter N.
Louras, Jr.
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89,000
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89,000
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Robin G.
MacGillivray
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79,000
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1,000
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80,000
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Barry Lawson
Williams
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86,000
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86,000
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{1}
Amount represents charitable gift matching
contributions.
We pay each of our
directors whom we do not compensate as an officer or employee
·
an annual
retainer of $32,000,
·
a fee of $2,000
for attending in person each meeting of our Board of Directors or attending by
telephone a meeting that is scheduled to be held by telephone conference,
·
a fee of $2,000
for attending in person each committee meeting held on a day when our Board of
Directors does not meet,
·
a fee of $1,000
for each committee meeting he or she attends in person on the same day as a
meeting of our Board of Directors or another committee, and
·
a fee of half of
the normal fee for each Board of Directors or committee meeting he or she
attends by telephone, unless it is scheduled to be held by telephone
conference.
We pay the Chair of the
Audit Committee an additional annual fee of $8,000. We pay the Chair of each of
the Compensation Committee and the Governance and Nominating Committee an
additional annual fee of $4,000. We reimburse outside directors for expenses
incurred in attending Board of Directors and committee meetings and educational
programs. We also pay each of our outside directors $3,000 per day and
reimburse his or her expenses when he or she visits our facilities to observe
operations.
1995
Independent Director Stock Option Plan
Our Board of Directors adopted the
Simpson Manufacturing Co., Inc. 1995 Independent Director Stock Option
Plan, and our stockholders approved it, in 1995. Our Board of Directors amended
our 1995 Independent Director Stock Option Plan in 1997, 2002 and 2004. Our
stockholders approved the 2002 amendment. The purposes of our 1995 Independent
Director Stock Option Plan are to give our independent directors an opportunity
to own shares of our common stock to align their efforts with our long-term
financial success and to secure their continued service. We may not sell more
than 320,000 shares of our common stock, including shares already sold,
pursuant to all options granted under our 1995 Independent Director Stock
Option Plan. On exercise of options granted under our 1995 Independent Director
Stock Option Plan, we may sell previously unissued shares or reacquired shares,
bought on the market or otherwise. Under our 1995 Independent Director Stock
Option Plan we grant options to our independent directors as of the February 15
th
following each year in which we achieve our operating goals. We granted options
to purchase 5,000 shares of our common stock under our 1995 Independent
Director Stock Option Plan in 2006. We did not grant any options under our 1995
Independent Director Stock Option Plan in 2007 or 2008. If we meet the company-wide
operating profit goal for 2008, we anticipate granting a stock option in 2009
to purchase 5,000 shares of our common stock under our 1995 Independent
Director Stock Option Plan to each of our independent Directors.
33
During 2007, none of our independent Directors
exercised any stock options granted under our 1995 Independent Director Stock
Option Plan.
Compensation
Committee Report
The Compensation Committee of our Board of Directors
reviewed the above Compensation Discussion and Analysis, discussed it with our
officers and recommended its inclusion in our Annual Report on Form 10-K
for the year ended December 31, 2007, and in this Proxy Statement.
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Compensation Committee
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Barry Lawson Williams,
Chairman
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Jennifer A. Chatman
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Gary M. Cusumano
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Peter N. Louras, Jr.
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Report of
the Audit Committee of our Board of Directors
The Audit Committee of our Board of Directors is
responsible for financial and accounting oversight. Its policies and practices
are described below.
Composition
The Audit Committee comprises 5 independent directors,
as defined by the New York Stock Exchange rules. It operates under a written
charter that our Board of Directors adopted, which is available on our website
at http://www.simpsonmfg.com/financials/audit.html. We will provide a p
rinted copy of the charter to any
stockholder on request. The members of the Audit Committee are Peter N.
Louras, Jr., Chairman, Jennifer A. Chatman, Earl F. Cheit, Gary M. Cusumano and Robin G. MacGillivray.
Our Board has determined that each of them meets the definitions and standards
for independence and is financially literate, and that 1 of the Audit Committee
members, Peter N. Louras, Jr., has financial management expertise as
required by the New York Stock Exchanges rules and meets the Securities
and Exchange Commissions definition of an audit committee financial expert.
Responsibilities
The Audit Committee
is directly responsible for the appointment,
compensation, retention and oversight of the accounting firm that we
engage as our independent registered public accounting firm. Our officers are
responsible for our internal controls and financial reporting process. Subject
to the Audit Committees oversight, our independent registered public
accounting firm is responsible for performing an independent audit of our
internal controls over financial reporting, for performing an independent audit
of our consolidated financial statements in accordance with generally accepted
auditing standards and for reporting on those audits.
Review with Officers and the
Independent Registered Public Accounting Firm
The Audit Committee met 7 times in 2007 and has held
discussions with our officers and the independent registered public accounting
firm. Our officers represented to the Audit Committee that our consolidated
financial statements were prepared in accordance with accounting principles
generally accepted in the United States. The Audit Committee has reviewed and
discussed the consolidated financial statements with our officers and
PricewaterhouseCoopers LLP, our independent registered public accounting firm. The
Audit Committee has discussed with PricewaterhouseCoopers LLP the matters that
they were required to discuss under Statement on Auditing Standards No. 61,
Communication with Audit Committees.
34
PricewaterhouseCoopers
LLP
also provided the Audit Committee the written disclosures and the letter
required by Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committees. The Audit Committee discussed with
PricewaterhouseCoopers LLP that firms independence. On that basis, the Audit
Committee believes that PricewaterhouseCoopers LLP is independent.
Summary
Based on the Audit Committees discussions with our
officers and PricewaterhouseCoopers LLP, the Audit Committees review of the
representations of our officers, and the report of PricewaterhouseCoopers LLP
to the Audit Committee, the Audit Committee recommended that our Board of
Directors include the audited consolidated financial statements in our Annual
Report on Form 10-K for the year ended December 31, 2007, as filed
with the Securities and Exchange Commission. The Audit Committee believes that
it has satisfied its responsibilities under its charter.
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Audit Committee
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Peter N.
Louras, Jr., Chairman
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Jennifer A.
Chatman
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Earl F. Cheit
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Gary M. Cusumano
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Robin G. MacGillivray
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Audit and Related Fees
Audit
Fees
For professional services
for the audit of our annual consolidated financial statements included in our
annual report on Form 10-K, the audit of our internal control over
financial reporting, and review of the condensed consolidated financial
statements included in our quarterly reports on Form 10-Q, we paid
PricewaterhouseCoopers LLP an aggregate of approximately $1,579,000 for 2007
and $1,677,000 for 2006, approximately 73% and 79%, respectively, of the total
fees that we paid to PricewaterhouseCoopers LLP for those years.
Audit-Related
Fees
We did not pay any
audit-related fees to PricewaterhouseCoopers LLP for 2007 and 2006.
Tax Fees
For professional services
for tax compliance associated with our annual tax returns, and for tax advisory
and planning services, we paid PricewaterhouseCoopers LLP an aggregate of
approximately $572,000 for 2007 and $416,000 for 2006, approximately 26% and
20%, respectively, of the total fees that we paid to PricewaterhouseCoopers LLP
for those years.
All Other
Fees
For all other services,
we paid PricewaterhouseCoopers LLP an aggregate of approximately $29,000 for
2007 and $39,000 for 2006, approximately 1% and 2%, respectively, of the total
fees that we paid to PricewaterhouseCoopers LLP for those years. These other
services were primarily for work related to advice regarding regulatory issues
in certain foreign jurisdictions.
The Audit Committee must
pre-approve fees to be paid to PricewaterhouseCoopers LLP before
PricewaterhouseCoopers LLP begins work. The Audit Committee pre-approved all
fees and services for PricewaterhouseCoopers LLPs work in 2007 and 2006. The
Audit Committee has determined that the fees for services rendered were
compatible with maintaining PricewaterhouseCoopers LLPs independence.
35
Governance
and Nominating Committee of our Board of Directors
Our Board of Directors
has a standing Governance and Nominating Committee, which
is primarily responsible for nominating
candidates to our Board of Directors. Its charter and our corporate
governance guidelines are available on our website at
http://www.simpsonmfg.com/financials/governance.html. We will provide a printed copy of each to any stockholder on
request. The 4 members of the Governance and Nominating Committee, Earl
F. Cheit, Chairman, Peter N. Louras, Jr., Robin G. MacGillivray and Barry
Lawson Williams, are independent and meet all applicable independence
requirements.
The Governance and
Nominating Committee considers all candidates identified as potential
directors, including those submitted by stockholders for its consideration. Any
of our stockholders can recommend a director candidate to the Governance and
Nominating Committee by writing a letter to:
Simpson Manufacturing Co., Inc.
Board of Directors
Governance and Nominating Committee
5956 W. Las Positas Blvd.
Pleasanton, CA 94588
For the Governance and
Nominating Committee to consider a candidate for the 2009 annual meeting, we
must receive the letter not later than November 14, 2008. The letter
should include a description of the attributes that the stockholder believes
the candidate would bring to our Board of Directors and the candidates
biography and contact information.
When evaluating a
director candidate, whether or not recommended by a stockholder, the Governance
and Nominating Committee uses for guidance our Governance Guidelines on
Director Qualification and Key Director Responsibilities and considers the
candidates education, business experience, financial expertise, industry
experience, business acumen, interpersonal skills, vision, teamwork, integrity,
strategic ability and customer focus. The Governance and Nominating Committee
will review and discuss potential candidates who come to its attention, whether
from internal or external sources. From the review and discussion, the
Governance and Nominating Committee may narrow the list of potential candidates
and interview the remaining candidates. The Governance and Nominating Committee
will recommend for consideration by the full Board of Directors any candidate
that the Governance and Nominating Committee considers to be suitable.
Our Bylaws also permit
our stockholders directly to nominate directors. To do so, a stockholder must
notify our Secretary at least 75 days, but not more than 90 days, before an annual
meeting, unless we do not publicly disclose the date of the meeting at least 85
days before the date that the meeting is scheduled to be held, in which case
our Secretary must receive the stockholders notice within 10 days after we
publicly disclose the meeting date. A stockholders notice nominating 1 or more
director candidates must state as to each such candidate
·
the candidates
name, age, business address and residence address,
·
the candidates
principal occupation or employment,
·
the number of
shares of our common stock that the candidate beneficially owns, and
·
any other
information relating to the candidate that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required,
pursuant to Regulation 14A under the Securities Exchange Act of 1934 (including
without limitation the candidates written consent to being named in the proxy
statement as a nominee and to serving as a director if elected).
The stockholders notice
must also state the stockholders name and address, as they appear on our
books, and the number of shares of our common stock that the stockholder
beneficially owns. We will disregard a purported nomination that does not
comply with these procedures in our Bylaws. We did not receive such a notice
from any stockholder for our 2008 annual meeting of stockholders.
36
Section 16(a) Beneficial Ownership
Reporting Compliance
Section 16(a) of the Securities Exchange Act
of 1934, as amended, requires our directors and officers and persons who own
more than 10% of our common stock to file initial reports of ownership and
reports of changes in ownership of our common stock with the Securities and
Exchange Commission. Securities and Exchange Commission regulations require
such persons to furnish us with copies of all section 16(a) reports that
they file. Based solely on our review of the copies of such reports that we
received and written representations from the executive officers and directors,
we believe that in 2007 our directors and officers and 10% stockholders met all
of the section 16(a) filing requirements regarding our common stock.
Code of Ethics
We have adopted a code of
business conduct and ethics that applies to our Chief Executive Officer and our
Chief Financial Officer, as well as all other of our and our subsidiaries
employees. This code of ethics is posted on our website at http://www.simpsonmfg.com/about/ethics.html.
We will provide a p
rinted
copy of the code of ethics, free of charge, to any stockholder on request.
OTHER
BUSINESS
Our Board of Directors does not presently intend to
bring any other business before the meeting. So far as our Board of Directors
is aware, no matters will be brought before the meeting except as specified in
the notice of the meeting. The persons that you will appoint as your proxies in
the enclosed form intend to vote according to their judgment on any other
business that properly comes before the meeting.
37
DISCLAIMER
REGARDING INCORPORATION BY REFERENCE OF THE REPORTS OF
THE AUDIT AND COMPENSATION COMMITTEES
THE INFORMATION SHOWN IN THE SECTIONS ENTITLED REPORT
OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS AND REPORT OF THE
COMPENSATION COMMITTEE AND BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION SHALL
NOT BE DEEMED TO BE INCORPORATED BY REFERENCE BY ANY GENERAL STATEMENT
INCORPORATING BY REFERENCE THIS PROXY STATEMENT INTO ANY FILING BY SIMPSON
MANUFACTURING CO., INC. WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED, EXCEPT TO THE EXTENT THAT SIMPSON MANUFACTURING CO., INC. INCORPORATES
THIS INFORMATION BY SPECIFIC REFERENCE, AND SUCH INFORMATION SHALL NOT
OTHERWISE BE DEEMED FILED UNDER SUCH ACTS.
STOCKHOLDER
PROPOSALS
We must receive stockholder proposals for inclusion in
our proxy statement and form of proxy relating to our 2009 Annual Meeting of
Stockholders a reasonable time before we begin our solicitation, and in any
event not later than November 14, 2008
BY ORDER OF THE BOARD
Michael J. Herbert
Secretary
TO ASSURE THAT YOUR SHARES ARE
REPRESENTED AT THE MEETING, WE URGE YOU TO COMPLETE, DATE AND SIGN THE ENCLOSED
PROXY AND MAIL IT PROMPTLY IN THE POSTAGE-PAID ENVELOPE PROVIDED, OR VOTE BY
TELEPHONE OR THE INTERNET AS INSTRUCTED ON THE PROXY, WHETHER OR NOT YOU PLAN
TO ATTEND THE MEETING. YOU CAN REVOKE YOUR PROXY AT ANY TIME BEFORE IT IS
VOTED.
38
EXHIBIT A
SIMPSON MANUFACTURING CO., INC.
EXECUTIVE OFFICER CASH PROFIT SHARING PLAN
Adopted January 14, 2003
and Amended through February 25,
2008
Purpose
The purpose of this Plan is to recognize outstanding
effort and achievement by executive officers of Simpson Manufacturing Co., Inc.
and its subsidiaries (together, the Company). The Plan is intended to provide
qualified performance-based compensation in accordance with section 162(m) of
the Internal Revenue Code of 1986, as amended, and the regulations and
interpretations thereunder (the Code).
Committee
The Plan shall be administered by a Compensation
Committee (the Committee) of the Board of Directors of the Company. The
Committee shall consist of at least two outside directors of the Company who
satisfy the requirements of Code section 162(m). The Committee shall have the
sole discretion and authority to administer and interpret the Plan in
accordance with Code section 162(m).
Covered
Employees
Any employee of the Company treated as a covered
employee pursuant to section 162(m) of the Code, as amended and as
interpreted in Treasury Regulations and notices or other rulings issued by the
Internal Revenue Service, and any other employee of the Company designated by
the Committee.
Amount
of Award
The Committee will determine the amount of the award
that each covered employee will be eligible to receive under the Plan each
fiscal quarter. Awards will be based on a percentage of the amount by which net
profits of the Company or a branch or subsidiary of the Company for a fiscal
quarter exceed a qualifying level of net profits for the Company or such branch
or subsidiary, respectively, for that fiscal quarter. The results for each
fiscal quarter will be determined independently of the results for any other
fiscal quarter; profits or losses in one fiscal quarter will not be used to
calculate net profits in any subsequent fiscal quarter.
The Committee shall set the standards for determining
net profits, the qualifying levels and the percentages of excess profits that
covered employees are eligible to receive with respect to a fiscal quarter, no
later than the latest time permitted by the Code for that fiscal quarter. Qualifying
levels will be based on the value of net operating assets of the Company, the
branch or the subsidiary, multiplied by a rate of return on those assets. Individual
percentages will be based on job function.
No award in excess of $2,500,000 will be paid to any
covered employee under this Plan with respect to any fiscal year. The
Committee, in its sole discretion, may reduce or eliminate the award to any
covered employee in any year. The reduction in the amount of an award to any
covered employee shall not, however, affect the amount of the award to any
other covered employee.
A-1
Payment
of Awards
Awards will be paid quarterly, within five weeks of
the last day of the fiscal quarter. No
bonus shall be paid unless and until the Committee certifies in writing that
the performance goals of the Plan are satisfied.
No covered employee is eligible to receive an award
under the Plan until he or she works an entire fiscal quarter for the
Company. Anyone who is terminated by the
Company without cause, as determined by the Committee in its sole discretion,
dies, is on disability or voluntarily quits the Company before the last day of
a fiscal quarter, will be paid on a pro-rata basis for the days actually worked
in that fiscal quarter.
Scope
of the Plan
Nothing in this Plan shall be construed as precluding
or prohibiting the Company from establishing or maintaining other bonus or
compensation arrangements, which may be applicable to all employees and
officers or applicable only to selected employees or officers; provided,
however, that an individual who receives an award under this Plan with respect
to a fiscal quarter shall not be permitted to participate in any other bonus
arrangement or plan of the Company for that fiscal quarter that provides
bonuses similarly calculated as a percentage of profits in excess of a
qualifying level.
Amendment
and Termination
The Company reserves the right to amend or terminate
this Plan at any time with respect to future services of covered
employees. Plan amendments will require
stockholder approval only to the extent required by applicable law.
General
The establishment of the Plan shall not confer any
legal right on any covered employee or other person to continued employment,
nor shall it interfere with the right of the Company to discharge any covered
employee and treat him or her without regard to the effect that such treatment
might have on him or her as a participant in the Plan. The laws of the State of California will
govern any legal dispute involving the Plan.
No
Funding
The Company shall not be required to fund or otherwise
segregate any cash or any other assets that may at any time be paid to
participants under the Plan. The Plan
shall constitute an unfunded plan of the Company. Neither the Company nor the Committee shall,
by any provision of the Plan, be deemed to be a trustee of any property, and
any obligations of the Company to any participant under the Plan shall be those
of a debtor and any rights of any participant or former participant shall be
limited to those of a general unsecured creditor.
Non-Transferability
of Benefits and Interests
Except as expressly
provided by the Committee, no benefit payable under the Plan shall be subject
in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance or charge, and any such attempted action shall be void. No benefit payable under the Plan shall be in
any manner liable for or subject to debts, contracts, liabilities, engagements
or torts of any participant or former participant. This section shall not apply to an assignment
of a contingency or payment due after the death of the covered employee to the
deceased covered employees legal representative or beneficiary.
A-2
EXHIBIT B
SIMPSON MANUFACTURING CO., INC.
1994 STOCK OPTION PLAN
Adopted February 23, 1994
and Amended through February 13, 2008
1.
P
URPOSES
.
(a)
The purpose of the Plan is to provide a means by
which selected Employees and Directors of and Consultants to the Company, and
its Affiliates, may be given an opportunity to purchase stock of the Company.
(b)
The Company, by means of the Plan, seeks to
retain the services of persons who are now Employees or Directors of or
Consultants to the Company and its Affiliates, to secure and retain the
services of new Employees, Directors and Consultants, and to provide incentives
for such persons to exert maximum efforts for the success of the Company and
its Affiliates.
(c)
The Company intends that the Options issued under
the Plan shall, in the discretion of the Board or any Committee to which responsibility
for administration of the Plan has been delegated pursuant to subsection 3(c),
be either Incentive Stock Options or Nonstatutory Stock Options. All Options
shall be separately designated Incentive Stock Options or Nonstatutory Stock
Options at the time of grant, and in such form as issued pursuant to section 6,
and a separate certificate or certificates will be issued for shares purchased
on exercise of each type of Option.
2.
D
EFINITIONS
.
(a)
Affiliate
means any parent corporation or subsidiary
corporation of the Company, whether now or hereafter existing, as those terms
are defined in Code sections 424(e) and (f), respectively, and that
qualifies as an eligible issuer of service recipient stock, as that term is
defined in Treasury Regulations section 1.409A-1(b)(5)(iii)(E).
(b)
Board
means the Board of Directors of the Company.
(c)
Code
means the Internal Revenue Code of 1986, as
amended.
(d)
Committee
means a Committee appointed by the Board in
accordance with subsection 3(c) of the Plan.
(e)
Common Stock
means the common stock of the Company.
(f)
Company
means Simpson Manufacturing Co., Inc., a
Delaware corporation.
(g)
Consultant
means any person, including an advisor, engaged
by the Company or an Affiliate to render consulting services and who is
compensated for such services; provided that the term Consultant shall not
include Directors who are paid only a directors fee by the Company or who are
not compensated by the Company for their services as Directors.
(h)
Continuous Status as an
Employee, Director or Consultant
means the employment or relationship as a Director or Consultant is not
interrupted or terminated. The Board, in its sole discretion, may determine
whether Continuous Status as an Employee, Director or Consultant shall be
considered interrupted in the case of: (i) any leave of absence approved
by the Board, including sick leave, military leave or any other personal leave;
or (ii) transfers between locations of the Company or between the Company,
Affiliates or their successors.
B-1
(i)
Director
means a member of the Board.
(j)
Employee
means any person, including Officers and
Directors, employed by the Company or any Affiliate of the Company. Neither service as a Consultant or a Director
nor payment of a directors fee by the Company shall be sufficient to
constitute employment by the Company.
(k)
Exchange Act
means the Securities Exchange Act of 1934, as
amended.
(l)
Fair Market Value
means the value of the Common Stock as
determined in good faith by the Board and in a manner consistent with section
260.140.50 of Chapter 3 of Title 10 of the California Code of Regulations and
with Treasury Regulations section 1.409A-1(b)(5)(iv).
(m)
Incentive Stock Option
means an Option intended to qualify as an
incentive stock option within the meaning of section 422 of the Code and the
regulations promulgated thereunder.
(n)
Non-Employee Director
means a Director who satisfies the requirements
established from time to time by the Securities and Exchange Commission for
non-employee directors under Rule 16b-3.
(o)
Nonstatutory Stock Option
means an Option not intended to qualify as an
Incentive Stock Option.
(p)
Officer
means a person who is an officer of the Company
within the meaning of section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.
(q)
Option
means a stock option granted pursuant to the
Plan.
(r)
Option Agreement
means a written agreement between the Company
and an Optionee evidencing the terms and conditions of an individual Option
grant. Each Option Agreement shall be
subject to the terms and conditions of the Plan.
(s)
Optioned Stock
means the Common Stock of the Company subject to
an Option.
(t)
Optionee
means an Employee, Director or Consultant who
holds an outstanding Option.
(u)
Outside Director
means a member of the Board who satisfies the
requirements established from time to time for outside directors under section
162(m) of the Code.
(v)
Plan
means this Simpson Manufacturing Co., Inc.
1994 Stock Option Plan.
(w)
Rule 16b-3
means Rule 16b-3 under the Exchange Act or
any successor to Rule 16b-3, as in effect when discretion is being
exercised with respect to the Plan.
(x)
Securities Act
means the Securities Act of 1933, as amended.
3.
A
DMINISTRATION
.
(a)
The Plan shall be administered by the Board
unless and until the Board delegates administration to a Committee, as provided
in subsection 3(c).
(b)
The Board shall have the power, subject to, and
within the limitations of, the express provisions of the Plan:
(1)
To determine from time to time which of the
persons eligible under the Plan shall be granted Options; when and how each
Option shall be granted; whether an Option will be an Incentive Stock Option or
a Nonstatutory Stock Option; the terms and conditions of each Option granted
(which need not be
B-2
identical),
including the time or times such Option may be exercised as a whole or in part;
and the number of shares for which an Option shall be granted to each such
person;
(2)
To grant Options under the Plan;
(3)
To construe and interpret the Plan and Options
granted under it, and to establish, amend and revoke rules and regulations
for its administration. The Board, in
the exercise of this power, may correct any defect, omission or inconsistency
in the Plan or in any Option Agreement, in a manner and to the extent it shall
deem necessary or expedient to make the Plan fully effective; and
(4)
To amend the Plan as provided in section 11.
(c)
The Board may delegate administration of the Plan
to a Committee of the Board that will satisfy the requirements of rule 16b-3. The Committee shall consist solely of two or
more Directors, each of whom is a Non-Employee Director and an Outside
Director, who shall be appointed by the Board.
Subject to the foregoing, from time to time the Board may increase the
size of the Committee and appoint additional qualified members, remove members
(with or without cause) and appoint new members in substitution therefor, or
fill vacancies, however caused. If
administration is delegated to a Committee, the Committee shall have, in
connection with the administration of the Plan, the powers theretofore
possessed by the Board (and references in this Plan to the Board shall
thereafter be to the Committee), subject, however, to such resolutions, not
inconsistent with the provisions of the Plan, as may be adopted from time to
time by the Board. The Board may abolish
the Committee at any time and revest in the Board the administration of the
Plan. Notwithstanding anything in this
section 3 to the contrary, the Board or the Committee may delegate to a
committee of one or more members of the Board the authority to grant options to
eligible persons who are not then subject to section 16 of the Exchange Act.
4.
S
HARES
S
UBJECT
T
O
T
HE
P
LAN
.
(a)
Subject to the provisions of section 10 relating
to adjustments on changes in stock, the stock that may be sold pursuant to
Options shall not exceed in the aggregate 8,000,000 shares of the Common
Stock. If any Option shall for any
reason expire or otherwise terminate, as a whole or in part, without having
been exercised in full, the stock not purchased under such Option shall revert
to and again become available for issuance under the Plan; provided, however,
that the maximum number of shares of Common Stock with respect to which Options
may be granted during a calendar year to any employee is 150,000 shares.
(b)
The stock subject to the Plan may be unissued
shares or reacquired shares, bought on the market or otherwise.
5.
E
LIGIBILITY
.
(a)
Incentive Stock Options may be granted only to
Employees. Nonstatutory Stock Options
may be granted only to Employees, Directors or Consultants.
(b)
No person shall be eligible for the grant of an
Option if, at the time of grant, such person owns (or is deemed to own pursuant
to section 424(d) of the Code) stock possessing more than ten percent of
the total combined voting power of all classes of stock of the Company or of
any of its Affiliates unless the exercise price of such Option is at least 110
percent of the Fair Market Value of such stock at the date of grant and the
Option is not exercisable after the expiration of five years from the date of
grant.
6.
O
PTION
P
ROVISIONS
.
Each
Option shall be in such form and shall contain such terms and conditions as the
Board shall deem appropriate. The
provisions of separate Options need not be identical, but each Option shall include
(through incorporation of provisions hereof by reference in the Option
Agreement or otherwise), except as the Board may otherwise determine in the
specific case, the substance of each of the following provisions:
B-3
(a)
Term of Options
. No Option shall be exercisable
after the expiration of ten years from the date it is granted.
(b)
Price
. The exercise price of each Option shall be
not less than 100 percent of the Fair Market Value of the stock subject to the
Option on the date the Option is granted.
(c)
Consideration
. The purchase price of stock
acquired pursuant to an Option shall be paid, to the extent permitted by
applicable statutes and regulations, either (i) in cash at the time the
Option is exercised, or (ii) in the absolute discretion of the Board or
the Committee (which discretion may be exercised in a particular case without
regard to any other case or cases), at the time of the grant or thereafter, (A) by
the withholding of shares of Common Stock issuable on exercise of the Option or
delivery to the Company of other Common Stock of the Company, (B) according
to a deferred payment or other arrangement (which may include, without limiting
the generality of the foregoing, the use of other Common Stock of the Company)
with the person to whom the Option is granted or to whom the Option is
transferred pursuant to subsection 6(d), or (C) in any other form of legal
consideration that may be acceptable to the Board.
In
the case of any deferred payment arrangement, interest shall be payable at
least annually and shall be charged at the minimum rate of interest necessary
to avoid the treatment as interest, under any applicable provisions of the
Code, of any amounts other than amounts stated to be interest under the
deferred payment arrangement, or if less, the maximum rate permitted by law.
(d)
Transferability
. An Option shall not be sold,
assigned, transferred, pledged, hypothecated or otherwise disposed by the
Optionee during his or her lifetime, whether by operation of law or otherwise,
other than by will or the laws of descent and distribution applicable to such
Optionee, or be made subject to execution, attachment or similar process;
provided that the Board may in its discretion at the time of approval of the
grant of an Option or thereafter permit an Option to be transferred by an
Optionee to a trust or other entity established by the Optionee for estate
planning purposes, and may permit further transferability, or impose conditions
or limitations on any permitted transferability. An Option shall otherwise be exercisable
during the lifetime of the person to whom the Option is granted only by such
person.
(e)
Vesting
. The total number of shares of
stock subject to an Option may, but need not, be allotted in periodic
installments (which may, but need not, be equal). An Option Agreement may provide that from
time to time during each of such installment periods, the Option may become
exercisable (vest) with respect to some or all of the shares allotted to that
period, and may be exercised with respect to some or all of the shares allotted
to such period or any prior period as to which the Option shall have become
vested but shall not have been fully exercised.
An Option may be subject to such other terms and conditions on the time
or times when it may be exercised (which may be based on performance or other
criteria) as the Board may deem appropriate.
The vesting provisions may vary among Options, but in each case will
provide for vesting of at least twenty percent per year of the total number of
shares subject to the Option.
(f)
Conditions On Exercise of Options and Issuance of
Shares
.
(1)
Shares shall not be issued on exercise of an
Option unless the exercise of such Option and the delivery of such shares
pursuant thereto shall comply with all applicable laws and regulations,
including, without limitation, the Securities Act, the Exchange Act, the rules and
regulations promulgated thereunder and the requirements of any stock exchange
on which the Common Stock may then be listed, and shall be further subject to
the approval of counsel for the Company with respect to such compliance.
(2)
The Company may require any Optionee, or any
person to whom an Option is transferred under subsection 6(d), as a condition
of exercising an Option, (1) to give written assurances satisfactory to
the Company as to the Optionees knowledge and experience in financial and
business matters or to employ a purchaser representative reasonably
satisfactory to the Company who is knowledgeable and experienced in financial
and business matters, and that he or she is capable of evaluating, alone or
together with the purchaser representative, the merits and risks of exercising
the Option; and (2) to give written assurances satisfactory to the Company
stating that such person is acquiring the stock subject to the Option for such
persons own account and not with any present intention of selling or otherwise
distributing the stock. The foregoing
requirements, and any assurances given pursuant to such requirements, shall be
inapplicable if (i) the
B-4
issuance
of the shares on the exercise of the Option has been registered under a then
currently effective registration statement under the Securities Act, or (ii) as
to any particular requirement, a determination is made by counsel for the
Company that such requirement need not be met in the circumstances under the
then applicable securities laws. The
Company may, with advice of its counsel, place such legends on stock
certificates issued under the Plan as the Company deems necessary or
appropriate to comply with applicable securities laws, including, but not
limited to, legends restricting the transfer of the stock.
(g)
Termination of Employment or Relationship as a
Director or Consultant
. If an Optionees Continuous Status as an
Employee, Director or Consultant terminates (other than on the Optionees death
or disability), the Optionee may exercise his or her Option (to the extent that
the Optionee shall have been entitled to exercise it at the date of
termination) but only within the period ending on the earlier of (i) the
ninetieth day after the termination of the Optionees Continuous Status as an
Employee, Director or Consultant (or such longer or shorter period, which in no
event shall be less than thirty days, specified in the Option Agreement), or (ii) the
expiration of the term of the Option as set forth in the Option Agreement. If, after termination, the Optionee does not exercise
his or her Option within the time specified in the Option Agreement, the Option
shall terminate, and the shares covered by such Option shall revert to and
again become available for issuance under the Plan.
(h)
Disability of Optionee
. If an
Optionees Continuous Status as an Employee, Director or Consultant terminates
as a result of the Optionees disability, the Optionee may exercise his or her
Option (to the extent that the Optionee shall have been entitled to exercise it
at the date of termination), but only within the period ending on the earlier
of (i) the first anniversary of such termination (or such longer or
shorter period, which in no event shall be less than six months, specified in
the Option Agreement), or (ii) the expiration of the term of the Option as
set forth in the Option Agreement. If,
at the date of termination, the Optionee is not entitled to exercise his or her
entire Option, the shares covered by the unexercisable portion of the Option
shall revert to and again become available for issuance under the Plan. If, after termination, the Optionee does not
exercise his or her Option within the time specified herein, the Option shall
terminate, and the shares covered by such Option shall revert to and again
become available for issuance under the Plan.
(i)
Death of Optionee
. If of an
Optionee dies during, or within a period specified in the Option after the
termination of, the Optionees Continuous Status as an Employee, Director or
Consultant, the Option may be exercised (to the extent that the Optionee shall
have been entitled to exercise the Option at the date of death) by the Optionees
estate or by a person who shall have acquired the right to exercise the Option
by bequest or inheritance, but only within the period ending on the earlier of (i) the
one hundred eightieth day after the first anniversary of the date of death (or
such longer or shorter period, which in no event shall be less than six months,
specified in the Option Agreement), or (ii) the expiration of the term of
such Option as set forth in the Option Agreement. If, at the time of death, the Optionee is not
entitled to exercise his or her entire Option, the shares covered by the
unexercisable portion of the Option shall revert to and again become available
for issuance under the Plan. If, after
death, the Optionees estate or a person who shall have acquired the right to
exercise the Option by bequest or inheritance does not exercise the Option
within the time specified herein, the Option shall terminate, and the shares
covered by such Option shall revert to and again become available for issuance
under the Plan.
(j)
Exemptions
. Notwithstanding subsections
(g), (h) and (i) above, the Board shall have the authority to extend
the expiration date of any outstanding Option in circumstances in which it
deems such action to be appropriate (provided that no such extension shall
extend the term of an Option beyond the date of expiration of the term of such
Option as set forth in the Option Agreement).
(k)
Early Exercise
. The Option may, but need not,
include a provision whereby the Optionee may elect at any time while an
Employee, Director or Consultant to exercise the Option as to any part or all
of the shares subject to the Option prior to the full vesting of the Option. Any unvested shares so purchased shall be
subject to a repurchase right in favor of the Company, with the repurchase
price to be equal to the original purchase price of the stock, or to any other
restriction the Board determines to be appropriate; provided that the right to
repurchase at the original purchase price shall lapse at a minimum rate of
twenty percent per year over five years from the date the Option is granted and
such right shall be exercised within ninety days of termination of employment
for cash or cancellation of purchase money indebtedness for the shares. Should the right of repurchase be assigned by
the Company, the assignee shall pay the Company cash equal to the
B-5
difference
between the original purchase price and the stocks Fair Market Value at the
time of the assignment if the original purchase price is less than such Fair
Market Value.
(l)
Withholding
. To the extent approved by the
Board in the specific case, at the time of approval of the grant of the Option
or thereafter, the Optionee may satisfy any Federal, state or local tax
withholding obligation relating to the exercise of such Option by any of the
following means or by a combination of such means: (l) tendering a cash
payment; (2) authorizing the Company to withhold shares from the shares of
the Common Stock otherwise issuable to the Optionee as a result of the exercise
of the Option; or (3) delivering to the Company owned and unencumbered
shares of the Common Stock of the Company.
The value of shares withheld or delivered shall equal the Fair Market
Value of the shares on the day the Option is exercised.
7.
C
OVENANTS
O
F
T
HE
C
OMPANY
.
(a)
During the terms of the Options, the Company
shall keep available at all times the number of shares of Common Stock required
to satisfy such Options.
(b)
The Company shall seek to obtain from each
regulatory commission or agency having jurisdiction over the Plan such
authority as may be required to issue and sell shares of stock on exercise of
the Options; provided that this undertaking shall not require the Company to
register under the Securities Act either the Plan, any Option or any stock
issued or issuable pursuant to any such Option.
If, after reasonable efforts, the Company is unable to obtain from any
such regulatory commission or agency the authority that counsel for the Company
deems necessary for the lawful issuance and sale of stock under the Plan, the
Company shall be relieved from any liability for failure to issue and sell
stock on exercise of such Options unless and until such authority is obtained.
8.
U
SE
O
F
P
ROCEEDS
F
ROM
S
TOCK
.
Proceeds
from the sale of stock pursuant to Options shall constitute general funds of
the Company.
9.
M
ISCELLANEOUS
.
(a)
Neither an Optionee nor any person to whom an
Option is transferred under subsection 6(d) shall be deemed to be the
holder of, or to have any of the rights of a holder with respect to, any shares
subject to such Option unless and until such person has satisfied all requirements
for exercise of the Option pursuant to its terms. No adjustment will be made for dividends or
other rights for which the record date is prior to the date of satisfaction of
all such requirements.
(b)
Throughout the term of any Option, the Company shall
deliver to the holder of such Option, not later than 120 days after the close
of each of the Companys fiscal years during the Option term, a balance sheet
and an income statement. This section
shall not apply when issuance is limited to key employees whose duties in
connection with the Company assure them access to equivalent information.
(c)
Nothing in the Plan or any instrument executed or
Option granted or other action taken pursuant thereto shall confer on any
Employee, Director, Consultant or Optionee any right to continue in the employ
of the Company or any Affiliate (or to continue acting as a Director or
Consultant) or shall affect the right of the Company or any Affiliate to
terminate the employment or relationship as a Director or Consultant of any
Employee, Director, Consultant or Optionee with or without cause.
(d)
To the extent that the aggregate Fair Market
Value (determined at the time of grant) of stock with respect to which
Incentive Stock Options are exercisable for the first time by any Optionee
during any calendar year under all plans of the Company and its Affiliates
exceeds $100,000, the Options or portions thereof in excess of such limit
(according to the order in which they are granted) shall be treated as
Nonstatutory Stock Options.
B-6
10.
A
DJUSTMENTS ON
C
HANGES
I
N
S
TOCK
.
(a)
If any change is made in the stock subject to the
Plan, or subject to any Option (through merger, consolidation,
reclassification, reorganization, recapitalization, stock dividend, dividend in
property other than cash, stock split or reverse stock split, liquidating
dividend, combination of shares, exchange of shares, change in corporate
structure or otherwise), the Plan and outstanding Options will be appropriately
adjusted by the Board in the class(es) and maximum number of shares subject to
the Plan and the class(es) and number of shares and price per share of stock
subject to outstanding Options.
(b)
In the event of: (1) a merger or
consolidation in which the Company is not the surviving corporation or (2) a
reverse merger in which the Company is the surviving corporation but the shares
of the Common Stock outstanding immediately preceding the merger are converted
by virtue of the merger into other property, whether in the form of securities,
cash or otherwise then to the extent permitted by applicable law: (i) any
surviving corporation shall assume any Options outstanding under the Plan or
shall substitute similar options for those outstanding under the Plan, or (ii) such
Options shall continue in full force and effect. If any surviving corporation refuses to
assume or continue such Options, or to substitute similar options for those
outstanding under the Plan, then such Options shall be terminated if not
exercised prior to such event. In the
event of a dissolution or liquidation of the Company, any Options outstanding
under the Plan shall terminate if not exercised prior to such event.
11.
A
MENDMENT
O
F
T
HE
P
LAN
.
(a)
The Board at any time or from time to time shall
have the right to amend, modify, suspend or terminate the Plan for any reason;
provided that the Company will seek stockholder approval for any change if and
to the extent required by applicable law, regulation or rule.
(b)
It is expressly contemplated that the Board may
amend the Plan in any respect the Board deems necessary or advisable to provide
Optionees with the maximum benefits provided or to be provided under the Code
and the regulations promulgated thereunder relating to Incentive Stock Options
or to cause the Plan or Incentive Stock Options granted under it to comply
therewith.
(c)
Rights and obligations under any Option granted
before amendment of the Plan shall not be altered or impaired by any amendment
of the Plan, unless (i) the Company requests the consent of the person to
whom the Option shall have been granted and (ii) such person consents in
writing.
12.
T
ERMINATION
O
R
S
USPENSION
O
F
T
HE
P
LAN
.
(a)
The Board may suspend or terminate the Plan at
any time. Unless sooner terminated, the
Plan shall terminate on May 28, 2012.
No Options may be granted under the Plan while the Plan is suspended or
after it is terminated.
(b)
Rights and obligations under any Option granted
while the Plan is in effect shall not be altered or impaired by suspension or
termination of the Plan, except with the consent of the person to whom the
Option shall have been granted.
13.
E
FFECTIVE
D
ATE
O
F
P
LAN
.
The
Plan shall become effective as determined by the Board, but no Options granted
under the Plan shall be exercised unless and until the Plan shall have been
approved by the stockholders of the Company, which approval shall be within
twelve months before or after the date the Plan is adopted by the Board, and,
if required, an appropriate permit shall have been issued by the Commissioner
of Corporations of the State of California.
14.
COMPLIANCE
WITH SECTION 16 OF THE EXCHANGE ACT
It
is the Companys intent that the Plan comply in all respects with Rule 16b-3. If any provision of this Plan is found not to
be in compliance with Rule 16b-3, that provision shall be deemed to have
been amended or deleted as and to the extent necessary to comply with Rule 16b-3,
and the remaining provisions of
B-7
the
Plan shall continue in full force and effect, without change. All transactions under the Plan shall be
executed in accordance with the requirements of Section 16 of the Exchange
Act and the applicable regulations promulgated thereunder.
15.
COMPLIANCE WITH SECTION 409A OF THE CODE
It
is the Companys intent that the Plan comply in all respects with Code section
409A and the applicable regulations promulgated thereunder. If any provision of the Plan is found not to
be in compliance with Code section 409A and the applicable regulations
promulgated thereunder, that provision shall be deemed to have been amended or
deleted as and to the extent necessary to comply with Code section 409A and the
applicable regulations promulgated thereunder, and the remaining provisions of
the Plan shall continue in full force and effect, without change. All transactions under the Plan shall be
executed in accordance with the requirements of Code section 409A and the
applicable regulations promulgated thereunder.
B-8
EXHIBIT C
Compensation
Committee Charter
April 20,
2007
The Compensation
Committee (the Committee) of the Board of Directors of Simpson Manufacturing
Co., Inc. (the Company) shall consist of a minimum of two directors.
Members of the Committee shall be appointed by the Board of Directors and may
be removed by the Board of Directors at its discretion. All members of
the Committee shall be independent directors and shall satisfy the New York
Stock Exchange standard for independence for members of the Audit Committee.
The purpose of the
Committee shall be to carry out the Board of Directors overall responsibility
for executive compensation.
The Committee shall have
the following authority and responsibilities:
1.
To
review and approve on an annual basis the corporate goals and objectives with
respect to compensation for the Principal Executive Officer. The
Committee shall evaluate at least once a year the Principal Executive Officers
performance in light of these established goals and objectives. Based on
these evaluations, the Committee shall set the Principal Executive Officers
annual compensation, including salary, bonus, incentive, equity, pension and
any other compensation.
2.
To
review and approve on an annual basis the compensation structure for the
Principal Financial Officer and Companys other three most highly compensated
executive officers (the Named Executive Officers), for purposes of Item 402
of the Securities and Exchange Commissions Regulation S-K, as well as the
other executive officers of the Company. The Committee shall evaluate the
performance of the Named Executive Officers and the other executive officers of
the Company. The Committee shall approve the annual compensation,
including salary, bonus, incentive, equity, pension and any other compensation
for the Named Executive Officers and the other executive officers of the
Company.
3.
To
review and make recommendations to the Board of Directors with respect to the
Companys non-equity incentive compensation based plans, equity-based plans and
pension plans.
4.
To
review and approve Board compensation.
5.
To
review and approve on a quarterly basis awards to the Named Executive Officers
and the other executive officers of the Company under the Companys Executive
Officer Cash Profit Sharing Plan.
6.
To
review and approve the compensation discussion and analysis for inclusion in
the Companys Annual Report on form 10-K and proxy statement.
7.
To
prepare and publish a compensation report in the Companys proxy statement each
year.
In carrying out its
duties, the Committee shall have the authority to delegate any of its
responsibilities to subcommittees or individual member(s) of the
Committee, as the Committee may deem appropriate in its sole discretion.
C-1
The Committee shall have
authority to retain compensation consultants, outside counsel and other
advisors, as the Committee may deem appropriate in its sole discretion.
The Committee shall have sole authority to approve related fees and retention
terms.
The Committee shall
report its actions and any recommendations to the Board of Directors after each
Committee meeting and shall conduct and present to the Board of Directors an annual
performance evaluation of the Committee. The Committee shall review at
least annually the adequacy of this charter and recommend any proposed changes
to the Board of Directors for approval.
C-2
SIMPSON MANUFACTURING CO., INC.
5956 W. LAS POSITAS BLVD.
PLEASANTON, CA 94588
VOTE BY
INTERNET - www.proxyvote.com
Use the Internet to transmit
your voting instructions and for electronic delivery of information until 11:59 P.M.
Eastern Time the day before the cut-off date or 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.
VOTE BY
PHONE - 1-800-690-6903
Use any touch-tone telephone
to transmit your voting instructions until 11:59 P.M. Eastern Time the day
before the cut-off date or 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 Simpson Manufacturing Co., Inc., c/o Broadridge, 51 Mercedes Way,
Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS
FOLLOWS:
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SMPSN1
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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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SIMPSON
MANUFACTURING CO., INC.
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The Board
of Directors recommends a vote FOR
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the
nominees in proposal 1, and a vote FOR
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proposals
2, 3 and 4.
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Vote On
Directors
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For
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Withhold
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For All
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To withhold authority to
vote for any
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1.
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Election of 3 Directors to
serve for a three-year term
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All
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All
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Except
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individual nominee(s), mark
For All
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Nominees:
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Except and write the number(s) of
the
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01) Earl F. Cheit
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nominee(s) on the line
below.
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02) Thomas J Fitzmyers
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03) Barry Lawson Williams
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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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2.
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Amendment and re-approval
of the Executive Officer Cash Profit Sharing Plan
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3.
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Amendment and re-approval
of the Simpson Manufacturing Co., Inc. 1994 Stock Option Plan
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4.
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Ratification of the
selection of PricewaterhouseCoopers LLP as independent registered public
accounting firm
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Unless
otherwise specified, this proxy will be voted for the nominees listed above
as director and for proposals 2, 3 and 4 and will be voted in the discretion
of the proxies on such other matters as may properly come before the meeting
or any adjournment thereof.
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Such other matters are not
related.
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IF VOTING
BY MAIL, PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE
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For address changes and/or
comments, please check this box
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and write them on the back
where indicated.
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Yes
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No
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Please indicate if you plan
to attend this meeting.
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(Please sign exactly as
name appears, above, indicating title or representative capacity, where
applicable)
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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 Internet Availability of
Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report
are available at www.proxyvote.com.
PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF
SIMPSON MANUFACTURING CO., INC.
Annual
Meeting of Stockholders - April 23, 2008
The undersigned hereby appoints Barclay Simpson and
Thomas J Fitzmyers, and each of them, attorneys and proxies of the undersigned,
with full power of substitution and resubstitution, to vote on behalf of the
undersigned all shares of the common
stock
of Simpson Manufacturing Co., Inc. that the undersigned is entitled to
vote at the Annual Meeting of Stockholders to be
held
on April 23, 2008, at 5956 W. Las Positas Blvd., Pleasanton, California,
and at all adjournments thereof, hereby revoking any proxy heretofore given
with respect to such common stock, and the undersigned authorizes and instructs
said proxies to
vote as indicated on the
reverse side hereof. The shares represented by this proxy will be voted as
directed, or if directions are
not
indicated, will be voted for the election as directors of some or all of the
persons listed on this proxy, in the manner described
in the proxy statement. This proxy confers on the proxyholders the power
of cumulative voting and the power to vote cumulatively
for fewer than
all of the nominees as described in such proxy statement.
Address
Changes/Comments:
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(If you noted any Address Changes/Comments
above, please mark corresponding box on the reverse side.)
SEE
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SEE
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REVERSE SIDE
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(CONTINUED AND TO
BE SIGNED ON THE
REVERSE SIDE)
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REVERSE SIDE
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