þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Wisconsin | 39-0178960 | |
(State or other jurisdiction of | (IRS Employer Identification No.) | |
incorporation or organization) |
Title of each class | Name of each exchange on which registered | |
Class A Nonvoting Common Stock, Par | New York Stock Exchange | |
Value $.01 per share |
Large accelerated filer þ | Accelerated filer o |
Non-accelerated filer
o
(Do not check if a smaller reporting company) |
Smaller Reporting Company o |
2
3
4
5
6
7
8
9
10
11
12
13
Table of Contents
Table of Contents
Table of Contents
Facility Identification
Safety and Security Products
Wire and Cable Identification
Table of Contents
People Identification
High Performance Identification
Precision Die-Cut Parts
Other Products
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
it may be difficult for us to fulfill our obligations under our credit or other debt
agreements;
it may be more challenging or costly to obtain additional financing to fund our future
growth;
we may be more vulnerable to future interest rate fluctuations;
we may be required to dedicate a substantial portion of our cash flows to service our
debt, thereby reducing the amount of cash available to fund new product development, capital
expenditures, working capital and other general corporate activities;
it may place us at a competitive disadvantage relative to our competitors that have less
debt; and
it may limit our flexibility in planning for and reacting to changes in our business.
Table of Contents
Table of Contents
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
50
51
52
53
54
55
56
57
58
2008
2007
2006
High
Low
High
Low
High
Low
$
39.04
$
32.99
$
37.73
$
32.73
$
42.79
$
32.94
$
34.00
$
28.58
$
38.37
$
30.91
$
40.49
$
34.67
$
40.03
$
29.44
$
40.52
$
35.70
$
39.98
$
28.20
$
43.78
$
34.04
$
38.68
$
33.16
$
34.22
$
26.98
Total Number of
Maximum Number
Average
Shares Purchased
of Shares that May
Total Number of
Price Paid
as Part of Publicly
Yet Be Purchased
Period
Shares Purchased
per Share
Announced Plans
Under the Plans
$
1,056,204
$
1,056,204
405,340
$
33.66
405,340
650,864
405,340
$
33.66
405,340
650,864
Table of Contents
Year Ending
2009
2008
2007
1st Qtr
1st Qtr
2nd Qtr
3rd Qtr
4th Qtr
1st Qtr
2nd Qtr
3rd Qtr
4th Qtr
$
0.17
$
0.15
$
0.15
$
0.15
$
0.15
$
0.14
$
0.14
$
0.14
$
0.14
0.15335
0.13335
0.15
0.15
0.15
0.123
0.14
0.14
0.14
Among Brady Corporation, The S&P 500 Index,
The S&P Smallcap 600 Index and The Russell 2000 Index
*
$100 invested on 7/31/03 in stock or index including reinvestment of dividends. Fiscal year ended July 31.
7/31/2003
7/31/2004
7/31/2005
7/31/2006
7/31/2007
7/31/2008
100.00
134.21
206.13
206.60
217.53
231.99
100.00
113.17
129.08
136.02
157.97
140.44
100.00
121.52
154.64
160.46
183.09
167.94
100.00
117.06
146.07
152.27
170.73
159.26
Table of Contents
Years Ended July 31, 2004 through 2008
2008
2007
2006
2005
2004
(In thousands, except per share amounts)
$
1,523,016
$
1,362,631
$
1,018,436
$
816,447
$
671,219
744,195
657,044
525,755
433,276
345,361
40,607
35,954
30,443
25,078
23,028
495,904
449,103
338,796
285,746
248,171
3,181
536,511
485,057
369,239
310,824
274,380
207,684
171,987
156,516
122,452
70,981
4,888
2,875
2,403
1,369
577
(26,385
)
(22,934
)
(14,231
)
(8,403
)
(1,231
)
(21,497
)
(20,059
)
(11,828
)
(7,034
)
(654
)
186,187
151,928
144,688
115,418
70,327
53,999
42,540
40,513
33,471
19,456
$
132,188
$
109,388
$
104,175
$
81,947
$
50,871
$
2.41
$
2.00
$
2.07
$
1.64
$
1.07
$
2.39
$
1.98
$
2.05
$
1.63
$
1.05
$
0.60
$
0.56
$
0.52
$
0.44
$
0.42
$
0.58
$
0.54
$
0.50
$
0.42
$
0.40
$
390,524
$
303,359
$
240,537
$
141,560
$
131,706
1,850,513
1,698,857
1,365,186
850,147
697,900
457,143
478,575
350,018
150,026
150,019
1,021,808
891,012
746,046
497,274
403,315
225,554
136,018
114,896
119,103
87,646
60,587
53,856
35,144
26,822
20,190
(26,407
)
(51,940
)
(39,410
)
(21,920
)
(14,892
)
(1)
Financial data has been impacted by the acquisitive nature of the
Company as two, seven, eleven and four acquisitions were completed in
fiscal years ended July 31, 2008, 2007, 2006 and 2005, respectively.
See Note 2 in Item 8 for further information on the acquisitions that
were completed in each of the years.
Table of Contents
Acquisitions:
Segment
Date Completed
Europe
November 2007
Americas
March 2008
Table of Contents
Acquisitions:
Segment
Date Completed
Americas, Europe
and Asia-Pacific
August 2006
Americas
October 2006
Americas, Europe
and Asia-Pacific
December 2006
Americas
December 2006
Europe
December 2006
Americas
February 2007
Americas, Europe
and Asia-Pacific
April 2007
Table of Contents
Corporate and
(Dollars in thousands)
Americas
Europe
Asia-Pacific
Subtotals
Eliminations
Total
$
667,106
$
496,715
$
359,195
$
1,523,016
$
$
1,523,016
609,855
416,514
336,262
1,362,631
1,362,631
498,916
319,432
200,088
1,018,436
1,018,436
0.9
%
(0.4
)%
(1.1
)%
0.0
%
0.0
%
2.0
%
10.6
%
7.6
%
6.0
%
6.0
%
6.5
%
9.1
%
0.3
%
5.8
%
5.8
%
9.4
%
19.3
%
6.8
%
11.8
%
11.8
%
3.3
%
8.3
%
(0.4
)%
4.2
%
4.2
%
0.5
%
9.0
%
5.2
%
4.1
%
4.1
%
18.4
%
13.1
%
63.3
%
25.5
%
25.5
%
22.2
%
30.4
%
68.1
%
33.8
%
33.8
%
$
157,523
$
135,426
$
58,234
$
351,183
$
(9,048
)
$
342,135
144,583
107,552
57,236
309,371
(10,485
)
298,886
125,065
83,970
49,316
258,351
(13,173
)
245,178
Table of Contents
Years ended:
July 31,
July 31,
July 31,
2008
2007
2006
$
351,183
$
309,371
$
258,351
(9,048
)
(10,485
)
(13,173
)
(134,451
)
(126,899
)
(88,662
)
4,888
2,875
2,403
(26,385
)
(22,934
)
(14,231
)
186,187
151,928
144,688
(53,999
)
(42,540
)
(40,513
)
$
132,188
$
109,388
$
104,175
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Payments Due by Period
Less than
1-3
3-5
More than
Uncertain
Contractual Obligations
Total
1 Year
Years
Years
5 Years
Timeframe
$
478,574
$
21,431
$
121,429
$
142,858
$
192,856
$
0
77,937
26,151
34,607
12,431
4,748
0
31,570
31,208
362
0
0
0
124,100
25,204
45,589
31,699
21,608
0
16,017
0
0
0
0
16,017
11,552
511
1,382
1,857
7,802
0
$
739,750
$
104,505
$
203,369
$
188,845
$
227,014
$
16,017
(1)
Purchase obligations include all open purchase orders as of July 31, 2008.
(2)
Other obligations represent expected payments under the Companys postretirement medical,
dental, and vision plans as disclosed in Note 3 to the consolidated financial statements,
under Item 8 of this report.
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Table of Contents
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Page
28
29
30
31
32
33
Table of Contents
Brady Corporation
Milwaukee, WI
Milwaukee, WI
September 26, 2008
Table of Contents
2008
2007
(In thousands)
$
258,355
$
142,846
19,200
262,461
239,569
75,665
80,486
21,187
21,309
37,767
37,983
134,619
139,778
43,650
42,020
699,085
583,413
789,107
737,450
144,791
149,761
25,943
32,508
21,381
21,111
6,490
6,332
98,646
90,688
282,232
248,356
6,040
18,107
393,408
363,483
223,202
188,869
170,206
174,614
$
1,850,513
$
1,698,857
$
118,209
$
91,596
82,354
73,622
10,234
8,461
21,523
24,677
54,810
60,254
21,431
21,444
308,561
280,054
457,143
478,575
63,001
49,216
828,705
807,845
513
506
35
35
292,769
266,203
639,059
540,238
(33,234
)
128,161
83,376
(5,495
)
654
1,021,808
891,012
$
1,850,513
$
1,698,857
Table of Contents
2008
2007
2006
(In thousands, except per share amounts)
$
1,523,016
$
1,362,631
$
1,018,436
778,821
705,587
492,681
744,195
657,044
525,755
40,607
35,954
30,443
495,904
449,103
338,796
536,511
485,057
369,239
207,684
171,987
156,516
4,888
2,875
2,403
(26,385
)
(22,934
)
(14,231
)
(21,497
)
(20,059
)
(11,828
)
186,187
151,928
144,688
53,999
42,540
40,513
$
132,188
$
109,388
$
104,175
$
2.45
$
2.03
$
2.10
$
2.41
$
2.00
$
2.07
$
0.60
$
0.56
$
0.52
$
2.43
$
2.01
$
2.09
$
2.39
$
1.98
$
2.05
$
0.58
$
0.54
$
0.50
54,168
53,907
49,494
54,873
54,741
50,385
See notes to consolidated financial statements.
Table of Contents
Earnings
Accumulated
Additional
Retained
Other
Total
Common
Paid-In
in the
Treasury
Comprehensive
Comprehensive
Stock
Capital
Business
Stock
Income
Other
Income
(In thousands, except per share amounts)
$
493
$
99,029
$
382,880
$
(1,575
)
$
17,497
$
(1,050
)
104,175
$
104,175
18,199
18,199
$
122,374
46
157,699
1
(8,286
)
17,205
1,812
4,912
(26,495
)
5,568
(24,283
)
(1,781
)
$
540
$
258,922
$
460,991
$
(10,865
)
$
35,696
$
762
109,388
$
109,388
44,256
44,256
$
153,644
1
(4,037
)
10,865
108
(108
)
4,303
6,907
3,424
(28,218
)
(1,923
)
$
541
$
266,203
$
540,238
$
$
83,376
$
654
132,188
$
132,188
44,785
44,785
$
176,973
5
5,553
8,941
2
6,147
(6,149
)
(903
)
4,638
10,228
(42,175
)
(30,400
)
(2,064
)
$
548
$
292,769
$
639,059
$
(33,234
)
$
128,161
$
(5,495
)
Table of Contents
2008
2007
2006
(Dollars in thousands)
$
132,188
$
109,388
$
104,175
60,587
53,856
35,144
(1,516
)
(2,759
)
70
(1,843
)
1,672
13
124
10,228
6,907
5,568
(3,704
)
(17,021
)
(12,468
)
16,224
(12,323
)
(16,961
)
(629
)
(13,307
)
(2,163
)
18,641
8,058
10,421
(7,234
)
(6,821
)
58
340
7,198
(5,643
)
225,554
136,018
114,896
(29,346
)
(159,475
)
(351,331
)
(5,798
)
(10,906
)
(10,350
)
(68,100
)
(150,900
)
29,550
60,400
146,500
(26,407
)
(51,940
)
(39,410
)
1,516
880
2,166
546
2,263
(9,184
)
(2,203
)
(39,208
)
(237,039
)
(395,282
)
(32,464
)
(30,141
)
(26,064
)
14,500
6,829
166,664
(39,443
)
(110,870
)
(417,601
)
18,000
259,300
615,730
(42,175
)
(24,683
)
4,638
4,303
4,912
(76,944
)
129,421
318,958
6,107
1,438
1,466
115,509
29,838
40,038
142,846
113,008
72,970
$
258,355
$
142,846
$
113,008
$
26,308
$
19,842
$
8,991
51,834
49,233
37,661
$
21,508
$
87,398
$
167,900
(9,038
)
(33,248
)
(63,667
)
16,876
105,325
247,098
$
29,346
$
159,475
$
351,331
Table of Contents
(In thousands except share and per share amounts)
Asset Category
Range of Useful Lives
10 to 33 Years
5 Years
3 to 10 Years
Table of Contents
Americas
Europe
Asia-Pacific
Total
$
322,759
$
111,792
$
153,091
$
587,642
76,944
26,696
1,685
105,325
2,161
15,005
4,239
21,405
2,210
10,206
10,662
23,078
$
404,074
$
163,699
$
169,677
$
737,450
3,615
13,261
16,876
2,563
(2,928
)
3,902
3,538
2,724
15,618
12,901
31,243
$
412,976
$
189,650
$
186,480
$
789,107
Segment
Goodwill
Europe
$
13,261
Americas
3,615
$
16,876
Segment
Goodwill
Americas, Europe and Asia-Pacific
$
20,451
Americas
9,665
Americas, Europe and Asia-Pacific
7,030
Americas
8,508
Europe
11,285
Americas
12,960
Americas, Europe and Asia-Pacific
35,426
$
105,325
Table of Contents
July 31, 2008
July 31, 2007
Weighted
Weighted
Average
Gross
Average
Gross
Amortization
Carrying
Accumulated
Net Book
Amortization
Carrying
Accumulated
Net Book
Period (Years)
Amount
Amortization
Value
Period (Years)
Amount
Amortization
Value
15
$
8,603
$
(6,592
)
$
2,011
15
$
8,392
$
(5,913
)
$
2,479
7
8,079
(4,688
)
3,391
5
4,510
(3,250
)
1,260
7
151,704
(59,101
)
92,603
7
134,125
(36,674
)
97,451
4
12,222
(8,446
)
3,776
4
11,364
(6,294
)
5,070
4
3,299
(3,294
)
5
5
3,297
(2,554
)
743
N/A
43,005
43,005
N/A
42,758
42,758
$
226,912
$
(82,121
)
$
144,791
$
204,446
$
(54,685
)
$
149,761
Table of Contents
Table of Contents
2008
2007
2006
Performance-
Performance-
Performance-
Based
Service-Based
Based
Service-Based
Based
Service-Based
Black-Scholes Option Valuation Assumptions
Options
Options
Options
Options
Options
Options
6.57
6.04
6.57
6.07
3.39
5.72
33.68
%
32.05
%
34.66
%
33.99
%
31.10
%
34.54
%
1.58
%
1.62
%
1.51
%
1.46
%
1.50
%
1.52
%
4.66
%
3.44
%
4.90
%
4.52
%
4.09
%
4.53
%
$
35.35
$
38.22
$
33.32
$
38.17
$
33.89
$
37.62
$
35.35
$
38.22
$
33.32
$
38.17
$
33.89
$
37.62
$
12.83
$
11.94
$
12.57
$
13.56
$
8.34
$
13.11
July 31, 2008
July 31, 2007
$
(971
)
$
145
2,493
3,424
(1,356
)
0
127,995
79,807
$
128,161
$
83,376
Table of Contents
a)
Acquisition costs will generally be expensed as incurred;
b)
Noncontrolling interests in subsidiaries will be valued at fair value at the acquisition
date and classified as a separate component of equity;
c)
Liabilities related to contingent consideration will be re-measured at fair value in each
subsequent reporting period;
d)
Restructuring costs associated with a business combination will generally be expensed
after the acquisition date; and
Table of Contents
e)
In-process research and development will be recorded at fair value as an indefinite-lived
intangible asset at the acquisition date.
Transposafe is headquartered near Amsterdam, Netherlands with operations in Belgium,
Germany, and Poland. Transposafe specializes in security sealing and identification
solutions for protecting assets during transport. Transposafe was acquired in November
2007.
DAWG is headquartered in Terryville, Connecticut. DAWG is an Internet marketer of
sorbents, spill-containment products, safety-storage cabinets, first aid kits, and other
products that help keep facilities safe and clean. DAWG was acquired in March 2008.
$
8,373
348
16,876
10,008
2,341
Table of Contents
438
38,384
9,038
$
29,346
CIPI is headquartered in Burlington, Massachusetts, with operations in Hong Kong, China
and the Netherlands. CIPI is a market leader in badging accessories used to identify and
track employees and visitors in a variety of settings including businesses, healthcare
facilities, special events and government buildings. CIPI was acquired in August 2006.
Precision Converters is located in Dallas, Texas and is a supplier of die-cut products to
the medical market with a specific focus on disposable, advanced wound-care products.
Precision Converters was acquired in October 2006.
Scafftag is located in Barry, Wales, U.K., with operations in Australia and in the United
States and a sales office in the United Arab Emirates. Scafftag is an industry leader in
safety identification and facility management products in the U.K., specializing in products
that help companies meet legislative requirements for safety standards in the oil and gas,
construction and scaffolding industries. Scafftag was acquired in December 2006.
Asterisco is located in Sao Paulo, Brazil and is a leading manufacturer of industrial
high-performance labels in Brazil, specializing in custom labels printed on film materials
for the electronics, automotive, pharmaceutical and other industries. Asterisco was
acquired in December 2006.
Moderno is located in Milan, Italy and is a wire-identification manufacturer serving the
Maintenance, Repair and Operations market with products used primarily in the electrical
industry. Moderno was acquired in December 2006.
Clement is located in Concordville, Pennsylvania and is a direct marketer of posters,
newsletters, guides and handbooks that address safety, quality, teamwork, sales employment
practices, customer service and OSHA regulations. Clement was acquired in February 2007.
SPC is headquartered in Somerset, New Jersey, with operations in Belgium and Hong Kong.
SPC is a leading manufacturer and marketer of synthetic sorbent materials used in a variety
of industrial maintenance and environmental applications for spill clean-up, containment and
control. SPC was acquired in April 2007.
Table of Contents
$
38,148
12,158
105,325
23,897
11,232
967
996
192,723
33,248
$
159,475
Stopware is located in San Jose, California and is a manufacturer of visitor-badging and
lobby-security software used to identify and track visitors. Stopware was acquired in August
2005.
Texit is a manufacturer and distributor of wire markers and cable-management products
headquartered in Odense, Denmark, with operations in Alesund, Norway. Texit was acquired in
September 2005.
TruMed is a converter of disposable products and components for manufacturers in the
medical device, diagnostic, personal care and industrial markets and is located in
Burnsville, Minnesota. TruMed was acquired in October 2005. During fiscal 2008, TruMed
combined its operations with Precision Converters in a facility in Dallas, Texas.
QDPT was formerly located in Wangnoi, Ayutthaya, Thailand and designs and manufactures
high-precision components for the electronic, medical and automotive industries,
specializing in precision laminating, stamping and contract assembly. QDPT was acquired in
October 2005. In fiscal 2007, QDPT combined its operations with TPS in a facility in
Klongluang, Pathumthani, Thailand.
J.A.M. was formerly located in Anaheim, California and specializes in the sale and
manufacture of security-related accessory products including patented badge holders,
lanyards and retractable badge reels. J.A.M. was acquired in December 2005. In fiscal 2007,
the operations of J.A.M. were merged with CIPI.
Personnel Concepts is located in Pomona, California and is a direct marketer of labor-law
compliance posters and related products. Personnel Concepts also offers consultative
expertise on required communication of federal and state minimum wages, HIPAA privacy
regulations, and EEO compliance, among other regulatory areas. Personnel Concepts was
acquired in January 2006.
IDenticard is located in Lancaster, Pennsylvania and its affiliate Identicam is located
in Markham, Ontario. The companies are market leaders in personal identification, access
control and consumable identification badges. IDenticard and Identicam were acquired in
February 2006.
Accidental Health was formerly located in Glendenning, New South Wales, Australia and is
a supplier and distributor of customized first-aid kits, related safety products and signage
for commercial enterprises. Accidental Health was acquired in March 2006. In fiscal 2007,
Accidental Health combined its operations with Brady Australia Pty. Ltd. in Sydney,
Australia.
Tradex is headquarterd in Kungalv, Sweden with operations in Sweden, China, Korea,
Mexico, the United States, Brazil, and Taiwan. Tradex is a leading manufacturer and supplier
of pressure sensitive, die-cut adhesive components for the mobile handset and electronics
industries. Tradex was acquired in May 2006. In fiscal 2007, the operations in Suzhou,
China and
Table of Contents
Brazil were closed.
Carroll is located in Sydney, New South Wales, Australia and is a supplier and
distributor of identification products for the electrical industry, with a complete line of
wiring accessory products including prepared wire and cable markers, termination and
connection supplies, wire-bundling materials and electrical circuit protection products.
Carroll also markets to the automotive and marine markets. Carroll was acquired in June
2006.
Daewon is based in Seoul, South Korea with additional operations in Gumi, South Korea and
former operations in Suzhou, China. Daewon is a manufacturer and supplier of pressure
sensitive, die-cut adhesive components for the mobile handset and electronics industry and
was acquired in July 2006. In fiscal 2007, the operations in Suzhou, China were closed.
$
72,882
22,159
247,098
56,538
10,619
3,206
378
610
1,508
414,998
63,667
$
351,331
Table of Contents
Before
After
Application of
Application of
SFAS No. 158
Adjustments
SFAS No. 158
$
34,059
$
(1,551
)
$
32,508
1,700,408
(1,551
)
1,698,857
60,254
60,254
280,054
280,054
54,191
(4,975
)
49,216
812,820
(4,975
)
807,845
79,952
3,424
83,376
$
887,588
$
3,424
$
891,012
2008
2007
$
11,705
$
12,650
919
967
771
797
(96
)
(2,097
)
(687
)
(612
)
(413
)
$
12,199
$
11,705
2008
2007
$
511
$
575
11,688
11,130
$
12,199
$
11,705
2008
2007
$
4,499
$
4,698
657
277
$
5,156
$
4,975
Years Ended July 31,
2008
2007
2006
$
919
$
967
$
1,049
(33
)
(33
)
(33
)
771
797
675
(295
)
(119
)
(27
)
$
1,362
$
1,612
$
1,664
Table of Contents
2008
2007
2006
6.8
%
6.3
%
6.0
%
6.3
%
6.0
%
5.0
%
8.0
%
9.0
%
10.0
%
5.5
%
5.5
%
5.5
%
2013
2011
2011
One-Percentage
One-Percentage
Point Increase
Point Decrease
$
(82
)
$
93
91
(112
)
Prior to
After
Impact of
Medicare Part D
Medicare Part D
Medicare Part D
$
557
$
511
$
(46
)
655
655
727
727
864
864
993
993
7,802
7,802
Table of Contents
Years Ended July 31,
2008
2007
2006
$
46,388
$
58,538
$
46,790
139,799
93,390
97,898
$
186,187
$
151,928
$
144,688
Years Ended July 31,
2008
2007
2006
$
15,356
$
5,439
$
14,201
40,735
34,835
26,143
667
2,336
2,012
56,758
42,610
42,356
29
2,728
(75
)
(2,793
)
(4,151
)
(472
)
5
1,353
(1,296
)
(2,759
)
(70
)
(1,843
)
$
53,999
$
42,540
$
40,513
July 31, 2008
Assets
Liabilities
Total
$
7,594
$
7,594
$
(3,076
)
(3,076
)
3,546
3,546
2,197
2,197
5,467
(45
)
5,422
18,804
(3,121
)
15,683
434
(6,857
)
(6,423
)
2,656
(18,292
)
(15,636
)
1,866
1,866
17,033
17,033
7,017
7,017
24,620
24,620
(23,484
)
(23,484
)
573
(2,308
)
(1,735
)
30,715
(27,457
)
3,258
$
49,519
$
(30,578
)
$
18,941
July 31, 2007
Assets
Liabilities
Total
$
6,289
$
6,289
$
(1,785
)
(1,785
)
2,318
2,318
851
851
1,939
1,939
11,397
(1,785
)
9,612
(3,777
)
(3,777
)
8,170
(19,629
)
(11,459
)
2,333
2,333
13,799
13,799
Table of Contents
July 31, 2007
Assets
Liabilities
Total
6,630
6,630
25,926
25,926
(19,687
)
(19,687
)
333
(1,898
)
(1,565
)
37,504
(25,304
)
12,200
$
48,901
$
(27,089
)
$
21,812
Years Ended July 31,
2008
2007
2006
35.0
%
35.0
%
35.0
%
0.2
%
1.6
%
0.2
%
(5.9
)%
(3.3
)%
(6.8
)%
(1.3
)%
(2.7
)%
0.2
%
1.2
%
(2.0
)%
(0.9
)%
(0.2
)%
(0.6
)%
0.3
%
29.0
%
28.0
%
28.0
%
Year Ended
July 31,
2008
$
13,731
3,003
580
(579
)
(1,435
)
717
$
16,017
(1)
Includes acquisitions.
Table of Contents
Jurisdiction
Open Tax Years
F05 F08
F05 F08
F03 F08
F06 F08
Table of Contents
2008
2007
$
3
$
19
478,571
500,000
478,574
500,019
$
(21,431
)
$
(21,444
)
$
457,143
$
478,575
Table of Contents
Years Ending July 31,
$
21,431
50,000
71,429
71,429
71,429
192,856
$
478,574
July 31, 2008
July 31, 2007
Shares
Shares
Shares
Shares
Authorized
Issued
Amount
Authorized
Issued
Amount
5,000,000
5,000,000
5,000
5,000
10,000
10,000
30,000
30,000
100,000,000
51,261,487
$
513
100,000,000
50,586,524
$
506
10,000,000
3,538,628
35
10,000,000
3,538,628
35
$
548
$
541
Table of Contents
Unearned
Shares Held
Restricted
Deferred
in Rabbi
Stock
Compensation
Trust, at cost
Total
$
0
$
14,775
$
(15,825
)
$
(1,050
)
950,222
997,034
(450
)
451
1
573
(1,466
)
(893
)
2,704
2,704
$
0
$
17,602
$
(16,840
)
$
762
1,012,914
1,012,914
(5,242
)
5,134
(108
)
1,215
(1,215
)
$
0
$
13,575
$
(12,921
)
$
654
724,417
724,417
(1,121
)
1,154
33
1,189
(1,189
)
(6,892
)
(6,892
)
710
710
$
(6,182
)
$
13,643
$
(12,956
)
$
(5,495
)
690,539
690,539
Table of Contents
Table of Contents
Weighted
Average
Options
Exercise
Option Price
Outstanding
Price
$
9.59 - $31.54
3,529,331
$
18.41
33.75 - 40.37
955,500
36.33
9.59 - 28.84
(596,643
)
14.95
16.00 - 40.37
(73,136
)
27.20
$
9.59 - $40.37
3,815,052
$
23.27
32.93 - 38.19
908,000
36.74
9.59 - 28.84
(397,682
)
17.13
16.00 - 40.37
(142,631
)
35.40
$
9.59 - $40.37
4,182,739
$
26.36
35.10 - 38.31
977,500
37.41
9.59 - 38.19
(763,708
)
19.02
14.16 - 30.37
(411,326
)
36.42
$
9.59 - $40.37
3,985,205
$
29.43
Options Outstanding and
Options Outstanding
Exercisable
Weighted Average
Weighted
Shares
Weighted
Number of Shares
Remaining
Average
Exercisable
Average
Range of
Outstanding at
Contractual Life
Exercise
at July 31,
Exercise
Exercise Prices
July 31, 2008
(in years)
Price
2008
Price
320,834
3.7
$
13.42
320,834
$
13.42
1,396,869
5.0
21.07
1,396,869
21.07
2,267,502
8.1
36.84
682,039
36.46
3,985,205
6.7
29.43
2,399,742
24.42
Table of Contents
Corporate
and
Americas
Europe
Asia-Pacific
Subtotals
Eliminations
Totals
$
667,106
$
496,715
$
359,195
$
1,523,016
$
1,523,016
54,677
8,511
25,995
89,183
$
(89,183
)
24,856
11,172
15,482
51,510
9,077
60,587
157,523
135,426
58,234
351,183
(9,048
)
342,135
755,770
396,058
397,531
1,549,359
301,154
1,850,513
7,535
4,714
5,269
17,518
8,889
26,407
$
609,855
$
416,514
$
336,262
$
1,362,631
$
1,362,631
52,595
6,511
23,554
82,660
$
(82,660
)
23,643
8,363
16,913
48,919
4,937
53,856
144,583
107,552
57,236
309,371
(10,485
)
298,886
781,868
347,827
376,645
1,506,340
192,517
1,698,857
19,834
5,849
15,301
40,984
10,956
51,940
$
498,916
$
319,432
$
200,088
$
1,018,436
$
1,018,436
54,716
4,017
6,376
65,109
$
(65,109
)
20,407
6,282
7,435
34,124
1,020
35,144
125,065
83,970
49,316
258,351
(13,173
)
245,178
643,206
255,635
338,424
1,237,265
127,921
1,365,186
22,838
6,397
7,303
36,538
2,872
39,410
Years Ended July 31,
2008
2007
2006
$
351,183
$
309,371
$
258,351
(9,048
)
(10,485
)
(13,173
)
(134,451
)
(126,899
)
(88,662
)
4,888
2,875
2,403
(26,385
)
(22,934
)
(14,231
)
186,187
151,928
144,688
(53,999
)
(42,540
)
(40,513
)
$
132,188
$
109,388
$
104,175
Revenues*
Long-Lived Assets**
Years Ended July 31,
As of Years Ended July 31,
2008
2007
2006
2008
2007
2006
$
622,618
$
589,013
$
484,387
$
532,273
$
537,182
$
439,467
192,048
184,413
90,519
131,810
121,181
114,653
794,036
671,865
508,639
440,021
403,462
307,539
(85,686
)
(82,660
)
(65,109
)
$
1,523,016
$
1,362,631
$
1,018,436
$
1,104,104
$
1,061,825
$
861,659
Table of Contents
*
Revenues are attributed based on country of origin.
**
Long-lived assets consist of property, plant, and equipment, other intangible assets and goodwill.
Table of Contents
Years ended July 31,
2008
2007
2006
$
132,188
$
109,388
$
104,175
(847
)
(836
)
(758
)
(13
)
(15
)
(15
)
$
131,328
$
108,537
$
103,402
54,168
53,907
49,494
705
834
850
41
54,873
54,741
50,385
$
2.45
$
2.03
$
2.10
$
2.41
$
2.00
$
2.07
$
2.43
$
2.01
$
2.09
$
2.39
$
1.98
$
2.05
$
26,151
20,515
14,092
7,371
5,060
4,748
$
77,937
Table of Contents
Quarters
First
Second
Third
Fourth
Total
$
380,134
$
364,124
$
381,909
$
396,849
$
1,523,016
187,667
175,023
189,576
191,929
744,195
58,338
42,444
52,582
54,320
207,684
36,370
26,690
34,353
34,775
132,188
0.67
0.49
0.64
0.65
2.45
0.66
0.48
0.63
0.64
2.41
$
332,259
$
321,275
$
346,332
$
362,765
$
1,362,631
164,128
150,161
169,151
173,604
657,044
51,941
32,724
46,303
41,019
171,987
34,448
19,709
28,987
26,244
109,388
0.64
0.37
0.54
0.49
2.03
0.63
0.36
0.53
0.48
2.00
Table of Contents
Table of Contents
Brady Corporation
Milwaukee, WI
September 26, 2008
Table of Contents
60
61
62
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
81
82
83
84
85
Name
Age
Title
51
President, CEO and Director
46
Sr. V.P., CFO
47
V.P., Treasurer, Director of Investor Relations
43
President Brady Asia-Pacific and V.P., Brady Corporation
49
President Brady Europe and V.P., Brady Corporation
52
President Brady Americas and V.P., Brady Corporation
43
V.P. and Chief Technology Officer
64
Director
41
Director
68
Director
67
Director
66
Director
64
Director
66
Director
45
Director
61
Director
50
Director
Table of Contents
Table of Contents
Table of Contents
From September 2007 through March 2008, Richard A. Bemis, Barbara Bolens, Robert C.
Buchanan, Mary K. Bush, Thomas J. Felmer, Conrad G. Goodkind, Frank W. Harris, David R.
Hawke, Frank M. Jaehnert, Frank R. Jarc, Allan J. Klotsche, Peter J. Lettenberger, David
Mathieson, Gary E. Nei, Michael O. Oliver, Elizabeth Pungello, Bradley C. Richardson, and
Matthew O. Williamson inadvertently failed to file Forms 4 for the monthly acquisition of
deferred compensation units within the Companys deferred compensation plans.
Director Elizabeth Pungellos Form 4 filing on April 3, 2008 contained twenty one
transactions made from March 19, 2008 through March 27, 2008 by the EBL GRAT No. 3 trust
that were inadvertently reported late.
Table of Contents
Table of Contents
Consolidated
Earnings Per
Working
Segment
Individual
Target
Name
Net Sales
Share
Capital
Sales (1)
Segment Profit
Goals
Payout
10.0
%
60.0
%
10.0
%
NA
NA
20.0
%
100.0
%
NA
10.5
%
7.0
%
7.0
%
31.5
%
14.0
%
70.0
%
7.0
%
42.0
%
7.0
%
NA
NA
14.0
%
70.0
%
NA
10.5
%
7.0
%
7.0
%
31.5
%
14.0
%
70.0
%
NA
10.5
%
7.0
%
7.0
%
31.5
%
14.0
%
70.0
%
5.2
%
31.5
%
5.3
%
14.0
%
NA
14.0
%
70.0
%
(1)
Segment sales for Messrs. Felmer, Sephton, and Williamson are based on regional sales. Segment
sales for Mr. Tatterson are based on new products launched.
Name
Bonus ($)
Salary %
703,554
97.3
%
98,128
33.5
%
0
0
%
314,097
78.6
%
183,410
61.3
%
226,647
76.7
%
Consolidated
Earnings Per
Working
Segment
Individual
Actual
Name
Net Sales
Share (1)
Capital
Sales
Segment Profit
Goals
Payout
15.0
%
58.8
%
11.0
%
NA
NA
12.5
%
97.3
%
NA
10.3
%
8.1
%
0
%
0
%
15.1
%
33.5
%
Table of Contents
Consolidated
Earnings Per
Working
Segment
Individual
Actual
Name
Net Sales
Share (1)
Capital
Sales
Segment Profit
Goals
Payout
0
%
0
%
0
%
NA
NA
0
%
0
%
NA
10.3
%
0
%
10.5
%
47.3
%
10.5
%
78.6
%
NA
10.3
%
4.6
%
9.0
%
26.2
%
11.2
%
61.3
%
7.9
%
30.9
%
5.8
%
18.1
%
NA
14.0
%
76.7
%
(1)
Earnings per share as utilized in the individual bonus plans is calculated using a fixed
amount of 55 million shares.
Table of Contents
Annual allowance for financial and tax planning
Eligibility for annual physical
Company car
Long-term care insurance
Personal liability insurance
Table of Contents
100,000 shares
30,000 shares
30,000 shares
30,000 shares
30,000 shares
30,000 shares
Table of Contents
Non-Equity
Restricted
Option
Incentive Plan
All Other
Fiscal
Salary
Stock Awards
Awards
Compensation
Compensation
Total
Name And Principal Position
Year
($)
($)(1)
($)(1)
($)(2)
($)(3)
($)
2008
723,077
191,508
804,867
703,554
134,273
2,557,279
2007
638,987
860,224
430,677
146,592
2,076,480
2008
293,269
134,056
402,433
98,128
66,115
994,001
2007
268,269
416,072
184,458
69,875
938,674
2008
145,500
123,444
44,262
313,206
2007
293,046
438,301
144,413
68,349
944,109
2008
399,920
134,056
402,433
314,097
271,246
1,521,752
2007
352,970
418,232
326,886
95,539
1,193,627
2008
299,615
134,056
402,433
183,410
71,894
1,091,408
2007
279,340
418,232
234,939
66,817
999,328
2008
295,962
76,603
225,333
226,647
56,258
880,803
2007
209,615
79,222
106,217
35,720
430,774
(1)
Represents the amounts expensed in fiscal 2008 relating to grants of performance-based stock options, time-based stock
options and restricted stock awards. The Company accounts for stock-based compensation in accordance with SFAS No.
123(R), which requires it to recognize compensation expense for stock options granted to employees and directors based
on the estimated fair value of the awards at the time of grant. The assumptions used to determine the value of the
awards, including the use of the Black-Scholes method of valuation by the Company, are discussed in Note 1 of the
Notes to Consolidated Financial Statements of the Company contained in Item 8 of this Form 10-K for the fiscal year
ended July 31, 2008.
The actual value of a restricted stock award will depend on the market value of the Companys common stock on the date
the stock is sold.
The actual value, if any, which an option holder will realize upon the exercise of an option will depend on the excess
of the market value of the Companys common stock over the exercise price on the date the option is exercised, which
cannot be forecasted with any accuracy.
(2)
Reflects incentive plan compensation earned during the listed fiscal years, which was paid during the next fiscal year.
(3)
The amounts in this column for Messrs. Jaehnert, Felmer, Mathieson, Williamson, and Tatterson include: matching
contributions to the Companys Matched 401(k) Plan, Funded Retirement Plan and Restoration Plan, the costs of group
term life insurance for each named executive officer, use of a Company car and associated expenses, the cost of
long-term care insurance, the cost of personal liability insurance and other perquisites. The perquisites may include
an annual allowance for financial and tax planning and the cost of an annual physical health exam.
Table of Contents
The amounts in this column for Mr. Sephton include: contributions for the Brady U.K. Pension Plan, the cost of group
term life insurance, vehicle allowance and associated expenses and other perquisites as listed above.
Retirement
Group Term
Long-term
Personal
Plan
Life
Company
Care
Liability
Fiscal
Contributions
Insurance
Car
Insurance
Insurance
Other
Total
Name
Year
($)
($)
($)
($)
($)
($)
($)
2008
93,254
3,042
26,129
1,683
9,505
660
134,273
2007
104,230
4,259
26,935
1,683
7,885
1,600
146,592
2008
37,434
572
20,380
1,683
5,426
620
66,115
2007
41,585
872
20,993
1,683
4,742
69,875
2008
30,629
318
9,892
570
2,853
44,262
2007
36,801
744
23,149
1,368
5,362
925
68,349
2008
232,191
2,308
36,747
271,246
2007
56,475
2,349
36,715
95,539
2008
42,241
590
21,280
1,683
6,100
71,894
2007
36,396
733
22,510
1,683
5,495
66,817
2008
29,443
356
18,795
1,881
5,143
640
56,258
2007
9,750
381
16,693
1,568
4,170
3,158
35,720
(4)
Mr. Mathieson resigned as Senior Vice President & Chief Financial
Officer effective December 31, 2007. Mr. Felmer served as President
Direct Marketing Americas through January 8, 2008, at which time he
was named Senior Vice President & Chief Financial Officer.
(5)
The amounts in this table for Mr. Sephton, who works and lives in the
United Kingdom, were paid to him in British Pounds. The amounts shown
in U.S. dollars in the table above were converted from British Pounds
at the average exchange rate for fiscal 2008: $1 = £0.5001 and fiscal
2007: $1 = £0.5135.
All Other
All Other
Stock
Option
Exercise
Awards;
Awards;
or Base
Grant
Number
Number of
Price of
Date Fair
Estimated Future Payouts
Estimated Future Payouts
of Shares
Securities
Stock or
Value of
Under Non-Equity Incentive
Under Equity Incentive Plan
of Stocks
Underlying
Option
Stock and
Compensation
Plan Awards (1)
Awards (2)
or Units
Options
Awards
Option
Grant
Committee
Threshold
Target
Maximum
Threshold
Target
Maximum
(#)(3)
(#)(4)
($/Share)
Awards
Name
Date
Approval Date
($)
($)
($)
(#)
(#)
(#)
(#)
(#)
(5)
($)
8/1/2007
7/23/2007
723,077
1,084,616
60,000
60,000
35.3500
769,800
12/4/2007
11/15/2007
50,000
38.3100
639,000
1/8/2008
12/21/2007
50,000
32.6050
1,641,500
8/1/2007
7/23/2007
205,288
307,932
25,000
25,000
35.3500
320,750
12/4/2007
11/15/2007
25,000
38.3100
319,500
1/8/2008
12/21/2007
35,000
32.6050
1,149,050
8/1/2007
7/23/2007
277,270
415,905
25,000
25,000
35.3500
320,750
12/4/2007
11/15/2007
25,000
38.3100
319,500
1/8/2008
12/21/2007
35,000
32.6050
1,149,050
Table of Contents
All Other
All Other
Stock
Option
Exercise
Awards;
Awards;
or Base
Grant
Number
Number of
Price of
Date Fair
Estimated Future Payouts
Estimated Future Payouts
of Shares
Securities
Stock or
Value of
Under Non-Equity Incentive
Under Equity Incentive Plan
of Stocks
Underlying
Option
Stock and
Compensation
Plan Awards (1)
Awards (2)
or Units
Options
Awards
Option
Grant
Committee
Threshold
Target
Maximum
Threshold
Target
Maximum
(#)(3)
(#)(4)
($/Share)
Awards
Name
Date
Approval Date
($)
($)
($)
(#)
(#)
(#)
(#)
(#)
(5)
($)
8/1/2007
7/23/2007
209,730
314,595
25,000
25,000
35.3500
320,750
12/4/2007
11/15/2007
25,000
38.3100
319,500
1/8/2008
12/21/2007
35,000
32.6050
1,149,050
8/1/2007
7/23/2007
207,173
310,760
20,000
20,000
35.3500
256,600
12/4/2007
11/15/2007
25,000
38.3100
319,500
1/8/2008
12/21/2007
20,000
32.6050
656,600
(1)
The awards were made under the Companys annual cash incentive plan.
The structure of the plan is described in Compensation Discussion and
Analysis above. Award levels are set prior to the beginning of the
fiscal year and payouts can range from 0% to 150% of the target.
(2)
The options granted equally vest upon meeting certain financial goals
in fiscal 2008, 2009 and 2010. The structure of the grants is
described in Compensation Discussion and Analysis above. The
financial goals in 2008 have not been met so one-third of the options
have not vested and were cancelled. The options have a term of ten
years.
(3)
The awards granted vest upon meeting certain performance-based and
service-based requirements. These requirements are described in the
Compensation Discussion and Analysis above.
(4)
The options granted become exercisable as follows: one-third of the
shares on December 4, 2008, one-third of the shares on December 4,
2009 and one-third of the shares on December 4, 2010. These options
have a term of ten years.
(5)
The exercise price is the average of the highest and lowest sale
prices of the Companys Class A Common Stock as reported by the New
York Stock Exchange on the date of the grant. The closing prices of
the Companys Class A Common Stock as reported by the New York Stock
Exchange on the dates of the grants were $35.57 per share on August
1, 2007, $38.34 per share on December 4, 2007 and $31.68 per share on
January 8, 2008, respectively.
Option Awards (1)
Stock Awards
Equity Incentive
Equity Incentive
Equity Incentive
Number of
Number of
Plan Awards:
Plan Awards;
Plan Awards:
Securities
Securities
Number of
Number of
Market or Payout
Underlying
Underlying
Securities
Unearned Shares,
Value of Unearned
Unexercised
Unexercised
Underlying
Units or Other
Shares, Units or
Options
Options
Unexercised
Option
Rights That Have
Other Rights That
Exercisable
Unexercisable
Unearned
Exercise Price
Option
Not Vested
Have Not Vested
Name
(#)
(#)
Options (#)
($)
Expiration Date
(#)
($)
5,000
10.1719
8/3/2008
60,000
22.6325
8/2/2009
17,200
15.2813
10/14/2009
40,000
20,000
(2)
33.8900
8/1/2010
20,000
14.1575
10/24/2010
26,000
16.0000
10/16/2011
30,000
16.3875
11/14/2012
200,000
13.3100
2/24/2013
72,000
17.3250
11/20/2013
60,000
28.8425
11/18/2014
33,333
16,667
(3)
37.8300
11/30/2015
16,667
(4)
33.2250
8/1/2016
16,667
33,333
(5)
38.1900
11/30/2016
40,000
(6)
35.3500
8/1/2017
50,000
(7)
38.3100
12/4/2017
50,000
(8)
1,833,500
30,000
22.6325
8/2/2009
8,000
15.2813
10/14/2009
20,000
10,000
(2)
33.8900
8/1/2010
8,000
14.1575
10/24/2010
8,000
160000
10/16/2011
10,000
16.3875
11/14/2012
10,000
17.3250
11/20/2013
30,000
28.8425
11/18/2014
Table of Contents
Option Awards (1)
Stock Awards
Equity Incentive
Equity Incentive
Equity Incentive
Number of
Number of
Plan Awards:
Plan Awards;
Plan Awards:
Securities
Securities
Number of
Number of
Market or Payout
Underlying
Underlying
Securities
Unearned Shares,
Value of Unearned
Unexercised
Unexercised
Underlying
Units or Other
Shares, Units or
Options
Options
Unexercised
Option
Rights That Have
Other Rights That
Exercisable
Unexercisable
Unearned
Exercise Price
Option
Not Vested
Have Not Vested
Name
(#)
(#)
Options (#)
($)
Expiration Date
(#)
($)
16,667
8,333
(3)
37.8300
11/30/2015
8,334
(4)
33.2250
8/1/2016
8,333
16,667
(5)
38.1900
11/30/2016
16,667
(6)
35.3500
8/1/2017
25,000
(7)
38.3100
12/4/2017
35,000
(8)
1,283,450
30,000
22.6325
8/2/2009
20,000
10,000
(2)
33.8900
8/1/2010
14,000
17.3250
11/20/2013
30,000
28.8425
11/18/2014
16,667
8,333
(3)
37.8300
11/30/2015
8,334
(4)
33.2250
8/1/2016
8,333
16,667
(5)
38.1900
11/30/2016
16,667
(6)
35.3500
8/1/2017
25,000
(7)
38.3100
12/4/2017
35,000
(8)
1,283,450
30,000
22.6325
8/2/2009
20,000
10,000
(2)
33.8900
8/1/2010
5,500
16.0000
10/16/2011
10,000
16.3875
11/14/2012
14,000
17.3250
11/20/2013
30,000
28.8425
11/18/2014
16,667
8,333
(3)
37.8300
11/30/2015
8,334
(4)
33.2250
8/1/2016
8,333
16,667
(5)
38.1900
11/30/2016
16,667
(6)
35.3500
8/1/2017
25,000
(7)
38.3100
12/4/2017
35,000
(8)
1,283,450
5,000
(9)
34.9510
10/2/2016
8,333
16,667
(5)
38.1900
11/30/2016
13,333
(6)
35.3500
8/1/2017
25,000
(7)
38.3100
12/4/2017
20,000
(8)
733,400
(1)
Adjusted for a two-for-one stock split in the form of a 100% stock dividend, effective December 31, 2004.
(2)
All vested on August 1, 2008 as the performance criteria for fiscal 2008 consolidated net income of $115
million have been met.
(3)
All vest on November 30, 2008.
(4)
All will vest on August 1, 2009 if the performance criteria for fiscal 2009 net income are met.
(5)
One-half vest on November 30, 2008 and one-half vest on November 30, 2009.
(6)
One-half of the options will vest on August 1, 2009 if the performance criteria for fiscal 2009 earnings
per share are met and one-half will vest on August 1, 2010 if the performance criteria for fiscal 2010
earnings per share are met.
(7)
One-third of the options vest on December 4, 2008, one-third of the options vest on December 4, 2009 and
one-third of the options vest on December 4, 2010.
(8)
All vest on January 8, 2013.
(9)
All will vest on October 2, 2009 if the performance criteria for fiscal 2009 net income are met.
Table of Contents
Option Awards
Number of Shares
Acquired on
Value Realized
Name
Exercise (#)
on Exercise ($)
81,895
2,414,874
48,000
975,814
115,600
1,869,572
25,000
557,023
None
None
None
None
Executive
Registrant
Aggregate
Aggregate
Aggregate
Contributions in
Contributions in
Earnings in
Withdrawals/
Balance at
Name
Last Fiscal Year ($)
Last Fiscal Year ($)
Last Fiscal Year ($)
Distributions ($)
Last Fiscal Year ($)
381,153
75,485
90,129
0
2,896,075
119,511
19,064
(11,225
)
0
758,282
124,491
17,922
23,298
0
816,056
0
0
0
0
0
58,909
23,841
8,596
0
610,522
40,671
12,112
(729
)
0
52,056
Table of Contents
The amounts shown in the tables assume that each named executive officer terminated
employment on July 31, 2008. Accordingly, the tables reflect amounts earned as of July 31,
2008 and include estimates of amounts that would be paid to the named executive officer upon
the occurrence of a change in control. The actual amounts that would be paid to a named
executive officer can only be determined at the time of termination.
The tables below include amounts the Company is obligated to pay the named executive
officer as a result of the executed change in control agreement. The tables do not include
benefits that are paid generally to all salaried employees or a broad group of salaried
employees. Therefore, the named executive officers would receive benefits in addition to
those set forth in the tables.
A named executive officer is entitled to receive base salary earned during his term of
employment regardless of the manner in which the named executive officers employment is
terminated. As such, this amount is not shown in the tables.
Restricted Stock
Stock Option
Legal Fee
Base Salary ($)
Bonus ($)
Award Acceleration
Acceleration Gain $
Excise Tax
Reimbursement ($)
(1)
(2)
Gain $ (3)
(4)
Reimbursement ($)
(5)
Total ($)
2,027,887
1,833,500
165,818
1,036,959
25,000
7,339,164
(1)
Represents three times the base salary in effect at July 31, 2008.
(2)
Represents three times the average bonus payment received in the last three fiscal years ended July 31.
(3)
Represents the closing market price of $36.67 on 50,000 unvested awards that would vest due to the change in control.
(4)
Represents the difference between the closing market price of $36.67 and the exercise price on 76,667 unvested stock
options in-the-money that would vest due to the change in control.
(5)
Represents the maximum reimbursement of legal fees allowed.
Table of Contents
Restricted Stock
Stock Option
Legal Fee
Base Salary ($)
Award Acceleration
Acceleration Gain $
Excise Tax
Reimbursement ($)
(1)
Bonus ($) (2)
Gain $ (3)
(4)
Reimbursement ($)
(5)
Total ($)
600,000
463,781
1,283,450
78,511
454,851
25,000
2,905,593
(1)
Represents two times the base salary in effect at July 31, 2008.
(2)
Represents two times the average bonus payment received in the last two fiscal years ended July 31.
(3)
Represents the closing market price of $36.67 on 35,000 unvested awards that would vest due to the change in control.
(4)
Represents the difference between the closing market price of $36.67 and the exercise price on 35,000 unvested stock
options in-the-money that would vest due to the change in control.
(5)
Represents the maximum reimbursement of legal fees allowed.
Restricted Stock
Stock Option
Legal Fee
Base Salary ($)
Award Acceleration
Acceleration Gain $
Excise Tax
Reimbursement ($)
(1)
Bonus ($) (2)
Gain $ (3)
(4)
Reimbursement ($)
(5)
Total ($)
812,005
615,133
1,283,450
78,511
467,443
25,000
3,281,542
(1)
Represents two times the base salary in effect at July 31, 2008. As Mr. Sephton works and lives in the United
Kingdom, his base salary is paid to him in British Pounds. The amount shown in U.S. dollars was converted from
British Pounds at the July month-end exchange rate: $1 = £0.5050.
(2)
Represents two times the average bonus payment received in the last two fiscal years ended July 31.
(3)
Represents the closing market price of $36.67 on 35,000 unvested awards that would vest due to the change in control.
(4)
Represents the difference between the closing market price of $36.67 and the exercise price on 35,000 unvested stock
options in-the-money that would vest due to the change in control.
(5)
Represents the maximum reimbursement of legal fees allowed.
Restricted Stock
Stock Option
Legal Fee
Base Salary ($)
Award Acceleration
Acceleration Gain $
Excise Tax
Reimbursement ($)
(1)
Bonus ($) (2)
Gain $ (3)
(4)
Reimbursement ($)
(5)
Total ($)
610,000
504,462
1,283,450
78,511
442,801
25,000
2,944,224
(1)
Represents two times the base salary in effect at
July 31, 2008.
Table of Contents
(2)
Represents two times the average bonus payment received in the last two fiscal years ended July 31.
(3)
Represents the closing market price of $36.67 on 35,000 unvested awards that would vest due to the change in control.
(4)
Represents the difference between the closing market price of $36.67 and the exercise price on 35,000 unvested stock
options in-the-money that would vest due to the change in control.
(5)
Represents the maximum reimbursement of legal fees allowed.
Restricted Stock
Stock Option
Legal Fee
Base Salary ($)
Award Acceleration
Acceleration Gain $
Excise Tax
Reimbursement ($)
(1)
Bonus ($) (2)
Gain $ (3)
(4)
Reimbursement ($)
(5)
Total ($)
600,000
212,434
733,400
26,374
282,934
25,000
1,880,142
(1)
Represents two times the base salary in effect at July 31, 2008.
(2)
Represents two times the bonus payment received in the last fiscal year ended July 31.
(3)
Represents the closing market price of $36.67 on 20,000 unvested awards that would vest due to the change in control.
(4)
Represents the difference between the closing market price of $36.67 and the exercise price on 18,333 unvested stock
options in-the-money that would vest due to the change in control.
(5)
Represents the maximum reimbursement of legal fees allowed.
Unvested Shares of
Unvested Stock Options
Restricted Stock as of
Restricted Stock Award
In-the Money as of
Stock Option
Name
July 31, 2008
Acceleration Gain $ (1)
July 31, 2008
Acceleration Gain $ (2)
50,000
1,833,500
76,667
165,818
35,000
1,283,450
35,000
78,511
35,000
1,283,450
35,000
78,511
35,000
1,283,450
35,000
78,511
20,000
733,400
18,333
26,374
(1)
Represents the closing market price of $36.67 on unvested shares that would vest due to the change in control.
(2)
Represents the difference between the closing market price of
$36.67 and the exercise price on unvested stock
options in-the-money that would vest due to death or disability.
Table of Contents
Fees Earned
or Paid in
Option
Name
Cash ($)
Awards ($) (1)
Total ($)
65,500
75,512
141,012
16,708
58,338
75,046
89,000
75,512
164,512
16,708
58,338
75,046
73,000
75,512
148,512
70,000
75,512
145,512
73,500
75,512
149,012
4,500
58,338
62,838
104,250
75,512
179,762
72,000
64,974
136,974
71,000
53,778
124,778
95,250
53,778
149,028
60,542
28,622
89,164
Table of Contents
(1)
Represents the amounts expensed in fiscal 2008 relating to grants of stock options. The
Company accounts for stock-based compensation in accordance with SFAS No. 123(R), which
requires it to recognize compensation expense for stock options granted to employees and
directors based on the estimated fair value of the awards at the time of grant. The
assumptions used to determine the value of the awards, including the use of the
Black-Scholes method of valuation by the Company, are discussed in Note 1 of the Notes
to Consolidated Financial Statements of the Company contained in Item 8 of this Form
10-K for the fiscal year ended July 31, 2008. The grant date fair value of options
granted in fiscal 2008 for each director was $77,280 for Ms. Pungello, Mr. Buchanan, Mr.
Bemis, Mr. Harris, Mr. Nei, Mr. Jarc and Mr. Galbato, $202,780 for Mr. Allender and Mr.
Goodkind and $128,800 for Mr. Richardson. No options were granted in fiscal 2008 to Mr.
Lettenberger, Mr. Peirce and Ms. Bush.
The actual value, if any, which an option holder will realize upon the exercise of an
option will depend on the excess of the market value of the Companys common stock over
the exercise price on the date the option is exercised, which cannot be forecasted with
any accuracy.
Outstanding option awards at July 31, 2008 for each individual serving as a director on
that date include the following: Ms. Pungello, 30,000 shares; Mr. Buchanan, 18,000
shares; Mr. Bemis, 41,000 shares; Mr. Harris, 39,000 shares; Mr. Nei, 39,000 shares; Mr.
Jarc, 42,000 shares; Mr. Galbato, 16,000 shares; Mr. Allender, 16,000 shares; Mr.
Richardson, 10,000 shares; and Mr. Goodkind, 16,000 shares.
(2)
Served as Director through the Annual Meeting of Shareholders occurring in November 2007.
Amount of
Beneficial
Percent of
Title of Class
Name and Address of Beneficial Owner
Ownership
Ownership(2)
Brady Corporation Class B Common Stock Trust(1)
1,769,304
50
%
c/o Elizabeth P. Pungello
2002 S. Hawick Ct.
Chapel Hill, NC 27516
William H. Brady III Revocable Trust of 2003(3)
1,769,304
50
%
c/o William H. Brady III
249 Rosemont Ave.
Pasadena, CA 91103
(1)
The trustee is Elizabeth P. Pungello, who has sole voting and dispositive
power and who is the remainder beneficiary. Elizabeth Pungello is the
great-granddaughter of William H. Brady and currently serves on the
Companys Board of Directors.
(2)
An additional 20 shares are owned by a third trust with different trustees.
(3)
William H. Brady III is special trustee of this trust and has sole voting
and dispositive powers with respect to these shares. William H. Brady III
is the grandson of William H. Brady.
Table of Contents
Amount of
Beneficial
Percent of
Title of Class
Name of Beneficial Owner & Nature of Beneficial Ownership
Ownership(6)
Ownership
Elizabeth P. Pungello(1)
1,048,945
2.1
%
Frank M. Jaehnert(2)
725,698
1.4
Allan J. Klotsche
189,824
0.4
Thomas J. Felmer
169,581
0.3
Matthew O. Williamson
156,618
0.3
Peter C. Sephton
129,001
0.3
Richard A. Bemis
94,448
0.2
Robert C. Buchanan(3)
77,625
0.2
Frank W. Harris
66,488
0.1
Gary E. Nei(4)
62,937
0.1
Conrad G. Goodkind
52,195
0.1
Frank R. Jarc
42,861
0.1
Barbara Bolens
27,696
0.1
Robert L. Tatterson
8,334
*
Chan W. Galbato
3,334
*
Patrick W. Allender
3,334
*
Bradley C. Richardson
379
*
All Officers and Directors as a Group (17 persons)(5)
2,859,298
5.6
%
Elizabeth P. Pungello(1)
1,769,304
50.0
%
*
Indicates less than one-tenth of one percent.
(1)
Ms. Pungellos holdings of Class A Common Stock include 300,000 shares held jointly with her
spouse and 728,999 shares owned by trusts for which she is a trustee and has either sole or
joint dispositive and voting authority. Ms. Pungellos holdings of Class B Common Stock include
1,769,304 shares owned by a trust over which she has sole dispositive and voting authority.
(2)
Of the amount reported, Mr. Jaehnerts spouse owns 5,446 shares of Class A Common Stock directly.
(3)
Of the amount reported, Mr. Buchanan owns 14,534 shares as co-trustee of three separate trusts.
(4)
Of the amount reported, Mr. Nei owns 9,665 shares of Class A Common Stock directly (with respect
to which he shares voting and investment power with his spouse).
(5)
The amount shown for all officers and directors individually and as a group (17 persons)
includes options to acquire a total of 1,393,475 shares of Class A Common Stock, which are
currently exercisable or will be exercisable within 60 days of July 31, 2008, including the
following: Ms. Pungello, 18,000 shares; Mr. Jaehnert, 600,201 shares; Mr. Klotsche, 180,535
shares; Mr. Felmer, 159,001 shares; Mr. Williamson, 144,501 shares; Mr. Sephton, 129,001 shares;
Mr. Bemis, 29,000 shares; Mr. Buchanan, 6,000 shares; Mr. Harris, 27,000 shares; Mr. Nei, 27,000
shares; Mr. Goodkind, 3,334 shares; Mr. Jarc, 30,000 shares; Ms. Bolens, 24,900 shares; Mr.
Tatterson, 8,334 shares; Mr. Galbato, 3,334 shares; Mr. Allender, 3,334 shares; Mr. Richardson,
0 shares. It does not include other options for Class A Common Stock which have been granted at
later dates and are not exercisable within 60 days of July 31, 2008.
(6)
The amount shown for all officers and directors individually and as a group (17 persons)
includes Class A Common Stock owned in deferred compensation plans totaling 238,271 shares of
Class A Common Stock, including the following: Ms. Pungello, 1,946 shares; Mr. Jaehnert, 60,023
shares; Mr. Klotsche, 7,128 shares; Mr. Felmer, 9,837 shares; Mr. Williamson, 12,117 shares; Mr.
Sephton, 0 shares; Mr. Bemis, 47,448 shares; Mr. Buchanan, 55,391 shares; Mr. Harris, 79 shares;
Mr. Nei, 26,272 shares; Mr. Goodkind, 2,533 shares; Mr. Jarc, 12,861 shares; Ms. Bolens, 2,257
shares; Mr. Tatterson, 0 shares; Mr. Galbato, 0 shares; Mr. Allender, 0 shares; Mr. Richardson,
379 shares.
Table of Contents
Number of securities
remaining available for
Number of securities
future issuance under
to be issued upon
Weighted-average
equity compensation
exercise of
exercise price of
plans (excluding
outstanding options,
outstanding options,
securities reflected in
warrants and rights
warrants and rights
column (a))
Plan Category
(a)
(b)
(c)
3,985,205
$
29.43
972,500
None
None
None
3,985,205
$
29.43
972,500
2008
2007
(Dollars in thousands)
$
1,663
$
2,014
56
60
863
600
2,582
2,674
1,233
1,699
399
195
1,632
1,894
$
4,214
$
4,568
(1)
Audit fees consist of professional services rendered for the audit of the Companys
annual financial statements, attestation of managements assessment of internal control,
reviews of the quarterly financial statements and statutory reporting compliance.
(2)
Audit-related fees include fees related to due diligence and employee benefit plan audits.
(3)
All other fees relate to expatriate activities.
Table of Contents
2008
2007
.6 to 1
.7 to 1
Table of Contents
Exhibit
Number
Description
Restated Articles of Incorporation of Brady Corporation (1)
By-laws of Brady Corporation, as amended (2)
Form of Brady Corporation (2004) Change of Control Agreement entered into with Tom Felmer,
David Mathieson, Peter Sephton, and Matthew Williamson (12)
Brady Corporation BradyGold Plan, as amended (2)
Executive Additional Compensation Plan, as amended (2)
Executive Deferred Compensation Plan, as amended (16)
Directors Deferred Compensation Plan, as amended (16)
Forms of Non-Qualified Employee Stock Option Agreement, Director Stock Option Agreement,
and Employee Performance Stock Option Agreement under 2006 Omnibus Incentive Stock Plan
Brady Corporation 2004 Omnibus Incentive Stock Plan, as amended
Form of Brady Corporation 2004 Nonqualified Stock Option Agreement under the 2004 Omnibus
Incentive Stock Plan, as amended (13)
Brady Corporation Automatic Dividend Reinvestment Plan (4)
Brady Corporation 2005 Nonqualified Plan for Non-employee Directors, as amended
Forms of Nonqualified Stock Option Agreements under 2005 Non-qualified Plan for
Non-employee Directors, as amended (8)
Brady Corporation 1997 Omnibus Incentive Stock Plan, as amended
Brady Corporation 1997 Nonqualified Stock Option Plan for Non-Employee Directors, as amended
Revolving Credit Facility Credit Agreement (14)
Brady Corporation 2006 Omnibus Incentive Stock Plan, as amended
Brady Corporation Incentive Compensation Plan for Elected Corporate Officers (15)
First Amendment to Revolving Credit Facility Credit Agreement (6)
Complete and Permanent Release and Retirement Agreement, dated July 9, 2007, between Brady
Corporation and David R. Hawke (3)
Form of Performance-based Restricted Stock Agreement under Brady Corporation 2006 Omnibus
Incentive Stock Plan (7)
Amendment to Change of Control Agreement dated May 20, 2003, between Brady Corporation and
Frank M. Jaehnert (10)
Restated Brady Corporation Restoration Plan (5)
Brady Corporation 2001 Omnibus Incentive Stock Plan, as amended
Brady Corporation 2003 Omnibus Incentive Stock Plan, as amended
Brady Note Purchase Agreement dated June 28, 2004 (11)
First Supplement to Note Purchase Agreement, dated February 14, 2006 (9)
Second Supplement to Note Purchase Agreement, dated March 23, 2007 (5)
Change of Control Agreement entered into with Robert Tatterson
Subsidiaries of Brady Corporation
Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm
Rule 13a-14(a)/15d-14(a) Certification of Frank M. Jaehnert
Table of Contents
Exhibit
Number
Description
Rule 13a-14(a)/15d-14(a) Certification of Thomas J. Felmer
Section 1350 Certification of Frank M. Jaehnert
Section 1350 Certification of Thomas J. Felmer
*
Management contract or compensatory plan or arrangement
(1)
Incorporated by reference to Registrants Registration Statement No. 333-04155 on Form S-3
(2)
Incorporated by reference to Registrants Current Report on Form 8-K filed September 15, 2006
(3)
Incorporated by reference to Registrants Annual Report on Form 10-K for the fiscal year
ended July 31, 2007
(4)
Incorporated by reference to Registrants Annual Report on Form 10-K for the fiscal year
ended July 31, 1992
(5)
Incorporated by reference to Registrants Quarterly Report on Form 10-Q for the fiscal
quarter ended January 31, 2008
(6)
Incorporated by reference to Registrants Current Report on Form 8-K filed March 19, 2008
(7)
Incorporated by reference to Registrants Current Report on Form 8-K filed January 9, 2008
(8)
Incorporated by reference to Registrants Current Report on Form 8-K filed December 4, 2006
(9)
Incorporated by reference to Registrants Current Report on Form 8-K filed February 17, 2006
(10)
Incorporated by reference to Registrants Quarterly Report on Form 10-Q for the fiscal
quarter ended April 30, 2003
(11)
Incorporated by reference to Registrants 8-K/A filed August 3, 2004
(12)
Incorporated by reference to Registrants Current Report on Form 8-K filed November 24, 2004
(13)
Incorporated by reference to Registrants Annual Report on Form 10-K for the fiscal year
ended July 31, 2005
(14)
Incorporated by reference to Registrants Annual Report on Form 10-K for the fiscal year
ended July 31, 2006
(15)
Incorporated by reference to Registrants Current Report on Form 8-K filed November 20, 2006
(16)
Incorporated by reference to Registrants Current Report on Form 8-K filed September 17, 2007
Table of Contents
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS
Year ended July 31,
Description
2008
2007
2006
(Dollars in thousands)
$
9,109
$
6,390
$
3,726
2,480
3,287
1,152
34
660
2,861
(1,564
)
(1,228
)
(1,349
)
$
10,059
$
9,109
$
6,390
$
18,073
$
13,555
$
8,573
3,822
2,542
2,441
253
1,976
2,541
$
22,148
$
18,073
$
13,555
Table of Contents
Brady Corporation
By:
/s/
Thomas J. Felmer
Thomas J. Felmer
Senior Vice President & Chief Financial Officer
(Principal Accounting Officer)
(Principal Financial Officer)
President and Director
September 26, 2008
(Principal
Executive Officer)
Director
September 26, 2008
Director
September 26, 2008
Director
September 26, 2008
Director
September 26, 2008
Director
September 26, 2008
Director
September 26, 2008
Director
September 26, 2008
Director
September 26, 2008
Director
September 26, 2008
Director
September 26, 2008
1. | Number of Shares Optioned; Option Price | |
The Corporation grants to the Employee the right and option to purchase, on the terms and conditions hereof, all or any part of an aggregate of ( ) shares of the presently authorized Class A Common Stock of the Corporation, $.01 par value, whether unissued or issued and reacquired by the Corporation, at the price of $___.___ per share (the Option Price). | ||
2. | Conditions of Exercise of Options During Employees Lifetime; Vesting of Option | |
Except as provided in this paragraph and in paragraph 3, this Option may not be exercised (a) unless Employee is at the date of the exercise in the employ of the Corporation or a Subsidiary, and (b) until Employee shall have been continuously so employed for a period of at least one year from the date hereof. Thereafter, this Option shall be exercisable for any amount of shares up to the maximum percentage of shares covered by this Option (rounded up to the nearest whole share), as follows (but in no event shall this Option be exercisable for any shares after the expiration date provided in paragraph 7): |
Maximum | ||
Percentage | ||
of Shares For | ||
Number of Completed Years After | Which Option is | |
Date of Grant of this Option | Exercisable | |
Less than 1
|
Zero | |
At least 1 but less than 2
|
33-1/3% | |
At least 2 but less than 3
|
66-2/3% | |
At least 3
|
100% |
If Employee shall cease to be employed by the Corporation or a Subsidiary for any reason other than as provided in paragraph 3 after Employee shall have been continuously so employed for one year after the grant of this Option, Employee may, at any time within 90 days of such termination, but in no event later than the date of expiration of this Option, exercise this Option to the extent Employee was entitled to do so on the date of such termination. However, if Employee was dismissed for cause, of |
which the Committee shall be the sole judge, this Option shall forthwith expire. This Agreement does not confer upon Employee any right of continuation of employment by the Corporation or a Subsidiary, nor does it impair any right the Corporation or any Subsidiary may have to terminate the Employees employment at any time. | ||
3. | Termination of Employment | |
Notwithstanding the provisions of paragraph 2 hereof, if the Employee: |
(a) | is terminated by the death of the Employee, any unexercised, unexpired Stock Options granted hereunder to the Employee shall be 100% vested and fully exercisable, in whole or in part, at any time within one year after the date of death, by the Employees personal representative or by the person to whom the Stock Options are transferred under the Employees last will and testament or the applicable laws of descent and distribution; | ||
(b) | dies within 90 days after termination of employment by the Corporation or its Affiliates, other than for cause, any unexercised, unexpired Stock Options granted hereunder to the Employee and exercisable as of the date of such termination of employment shall be exercisable, in whole or in part, at any time within one year after the date of death, by the Employees personal representative or by the person to whom the Stock Options are transferred under the Employees last will and testament or the applicable laws of descent and distribution; | ||
(c) | is terminated as a result of the disability of the Employee (a disability means that the Employee is disabled as a result of sickness or injury, such that he or she is unable to satisfactorily perform the material duties of Employees job, as determined by the Board of Directors, on the basis of medical evidence satisfactory to it), any unexercised, unexpired Stock Options granted hereunder to the Employee shall become 100% vested and fully exercisable, in whole or in part, at any time within one year after the date of disability; or | ||
(d) | is terminated as a result of the Employees retirement (after age 55 with ten years of employment with the Corporation or an Affiliate or after age 65), any unexercised, unexpired Stock Options granted hereunder to the Employee shall continue to vest as provided in paragraph 2 hereof and any option that is or becomes vested may be exercised in whole or in part prior to the expiration date of such option. |
4. | Deferral of Exercise | |
Although the Corporation intends to exert its best efforts so that the shares purchasable upon the exercise of this Option will be registered under, or exempt from, the registration requirements of, the Securities Act of 1933 (the Act) and any applicable state securities law at the time or times this Option (or any portion of this Option) first becomes exercisable, if the exercise of this Option would otherwise result in a violation by the Corporation of any provision of the Act or of any state securities law, the Corporation |
-2-
may require that such exercise be deferred until the Corporation has taken appropriate action to avoid any such violation. | ||
5. | Method of Exercising Option | |
This Option shall be exercised by delivering to the Corporation, at the office of its Treasurer, a written notice of the number of shares with respect to which this Option is at the time being exercised and by paying the Corporation in full the Option Price of the shares being acquired at the time. | ||
6. | Method of Payment | |
Payment shall be made either (i) in cash; (ii) by delivering shares of the Corporations Class A Common Stock which have been beneficially owned by the Employee, the spouse of the Employee, or both of them, for a period of at least six months prior to the time of exercise (Delivered Stock); (iii) by surrendering to the Corporation shares of Class A Common Stock otherwise receivable upon exercise of the Option (a Net Exercise); or (iv) any combination of the foregoing. Payment in the form of Delivered Stock shall be in the amount of the Fair Market Value of the stock at the date of exercise, determined in accordance with paragraph 9. | ||
7. | Expiration Date | |
This Option shall expire ten years after the date on which this Option was granted. | ||
8. | Withholding Taxes | |
The Corporation may require, as a condition to the exercise of this Option, that the Employee concurrently pay to the Corporation any taxes which the Corporation is required to withhold by reason of such exercise. In lieu of part or all of any such payment, the Employee may elect, subject to such rules and regulations as the Committee may adopt from time to time, to have the Corporation withhold from the shares to be issued upon exercise that number of shares having a Fair Market Value, determined in accordance with paragraph 9, equal to the amount which the Corporation is required to withhold. | ||
9. | Method of Valuation of Stock | |
The Fair Market Value of the Class A Common Stock of the Corporation on any date shall mean, if the stock is then listed and traded on a registered national securities exchange, or is quoted in the NASDAQ National Market System, the average of the high and low sales price recorded in composite transactions for such date or, if such date is not a business day or if no sales of shares shall have been reported with respect to such date, the next preceding business date with respect to which sales were reported. In the absence of reported sales or if the stock is not so listed or quoted, but is traded in the over-the-counter market, Fair Market Value shall be the average of the closing bid and asked prices for such shares on the relevant date. |
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10. | No Rights in Shares Until Certificates Issued | |
Neither the Employee nor his heirs nor his personal representative shall have any of the rights or privileges of a stockholder of the Corporation in respect of any of the shares issuable upon the exercise of the Option herein granted, unless and until certificates representing such shares shall have been issued or shares in book entry form shall have been recorded in the records of the Corporations transfer agent. | ||
11. | Option Not Transferable | |
No portion of the Option granted hereunder shall be transferable or assignable (or made subject to any pledge, lien, obligation or liability of an Employee) except (a) by last will and testament or the laws of descent and distribution (and upon a transfer or assignment pursuant to an Employees last will and testament or the laws of descent and distribution, any Option must be transferred in accordance therewith); (b) during the Employees lifetime, nonqualified stock Options may be transferred by an Employee to the Employees spouse, children or grandchildren or to a trust for the benefit of such spouse, children or grandchildren, provided that the terms of any such transfer prohibit the resale of shares acquired upon exercise of the option at a time during which the transferor would not be permitted to sell such shares under the Corporations policy on trading by insiders. | ||
12. | Prohibition Against Pledge, Attachment, Etc. | |
Except as otherwise herein provided, the Option herein granted and the rights and privileges pertaining thereto shall not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. | ||
13. | Changes in Stock | |
In the event there are any changes in the Class A Common Stock of the Corporation through merger, consolidation, reorganization, recapitalization, stock dividend, stock split, combination or exchange of shares, rights offering or any other change affecting the Class A Common Stock of the Corporation, appropriate changes will be made by the Committee in the aggregate number of shares and the purchase price and kind of shares subject to this Option, to prevent substantial dilution or enlargement of the rights granted to or available for Employee. | ||
14. | Dissolution or Merger | |
Anything contained herein to the contrary notwithstanding, upon the dissolution or liquidation of the Corporation, or upon any merger in which the Corporation is not the surviving corporation, at any time prior to the expiration date of the termination of this Option, the Employee shall have the right within 60 days prior to the effective date of such dissolution, liquidation or merger, to surrender all or any unexercised portion of this Option to the Corporation for cash, subject to the discretion of the Committee as to the exact timing of said surrender. Notwithstanding the foregoing, however, in the event |
-4-
Employee has retired or died, Employees right to surrender all or any unexercised portion of this Option under this paragraph shall be available only to the extent that at the time of any such surrender, Employee would have been entitled to exercise this Option under paragraphs 2 or 3 hereof, as the case may be. The amount of cash to be paid to Employee for the portion of this Option so surrendered, shall be equal to the number of shares of Class A Common Stock subject to the surrendered Option multiplied by the difference between the Option Price per share, as described in paragraph 1 hereof, and the Fair Market Value per share, determined in accordance with paragraph 9 hereof, as of the time of surrender. | ||
15. | Notices | |
Any notice to be given to the Corporation under the terms of this Agreement shall be addressed to the Corporation in care of its Chief Financial Officer, and any notice to be given to the Employee may be addressed at the address as it appears on the Corporations records, or at such other address as either party may hereafter designate in writing to the other. Except as provided in paragraph 5 hereof, any such notice shall be deemed to have been duly given, if and when enclosed in a properly sealed envelope addressed as aforesaid, and deposited, postage prepaid, in the United States mail. | ||
16. | Provisions of Plan Controlling | |
This Option is subject in all respects to the provisions of the Plan. In the event of any conflict between any provisions of this Option and the provisions of the Plan, the provisions of the Plan shall control, except to the extent the Plan permits the Committee to modify the terms of an Option grant and has done so herein. Terms defined in the Plan where used herein shall have the meanings as so defined. Employee acknowledges receipt of a copy of the Plan. | ||
17. | Wisconsin Contract | |
This Option has been granted in Wisconsin and shall be construed under the laws of that state. |
-5-
Maximum Percentage | ||
Number of Completed Years | of Shares for Which | |
After Date of Grant of this Option | Option is Exercisable | |
Less than 1
|
Zero | |
At least 1 but less than 2
|
33-1/3% | |
At least 2 but less than 3
|
66-2/3% | |
At least 3
|
100% |
-2-
-3-
-4-
1. | Number of Shares Optioned; Option Price | |
The Corporation grants to the Employee the right and option to purchase, on the terms and conditions hereof, all or any part of an aggregate of thousand ( ) shares of the presently authorized Class A Common Stock of the Corporation, $.01 par value, whether unissued or issued and reacquired by the Corporation, at the price of $ per share (the Option Price). | ||
2. | Conditions of Exercise of Options During Employees Lifetime; Vesting of Option | |
Except as provided in this paragraph and in paragraph 3, this Option may not be exercised (a) unless Employee is, at the date of the exercise, in the employ of the Corporation or a Subsidiary, and (b) the performance conditions provided below have been met; provided, however, that in no event shall this Option be exercisable for any shares after the expiration date provided in paragraph 7: |
Number of | Vesting | Condition of Vesting; | ||
Shares | Date | Brady Corporation Net Income | ||
(a)
|
Acceptance by the Audit Committee of the results of the fiscal audit | Fiscal net income per share of Class A Common Stock of at least $ . | ||
|
||||
(b)
|
Acceptance by the Audit Committee of the results of the fiscal audit | Fiscal net income per share of Class A Common Stock of at least $ . | ||
|
||||
(c)
|
Acceptance by the Audit Committee of the results of the fiscal audit | Fiscal net income per share of Class A Common Stock of at least $ . |
* | Net income per share of Class A Common Stock will be computed by dividing the Corporations net income for the year by an assumed 55 million shares of diluted outstanding Common Stock and assuming no issuance of additional shares of Common Stock other than pursuant to the Corporations Omnibus |
3. | Termination of Employment |
(a) | is terminated by the death of the Employee, any unexercised, unexpired Stock Options granted hereunder to the Employee shall be 100% vested and fully exercisable, in whole or in part, at any time within one year after the date of death, by the Employees personal representative or by the person to whom the Stock Options are transferred under the Employees last will and testament or the applicable laws of descent and distribution; | ||
(b) | dies within 90 days after termination of employment by the Corporation or its Affiliates, other than for cause, any unexercised, unexpired Stock Options granted hereunder to the Employee and exercisable as of the date of such termination of employment shall be exercisable, in whole or in part, at any time within one year after the date of death, by the Employees personal representative or by the person to whom the Stock Options are transferred under the Employees last will and testament or the applicable laws of descent and distribution; | ||
(c) | is terminated as a result of the disability of the Employee (a disability means that the Employee is disabled as a result of sickness or injury, such that he or she is unable to satisfactorily perform the material duties of Employees job, as determined by the Board of Directors, on the basis of medical evidence satisfactory to it), any unexercised, unexpired Stock Options granted hereunder to the Employee shall become 100% vested and fully exercisable, in whole or in part, at any time within one year after the date of disability; | ||
(d) | is terminated as a result of the Employees retirement (after age 55 with ten years of employment with the Corporation or a Subsidiary or after age 65), any unexercised, unexpired Stock Options granted hereunder to the Employee shall continue to vest as provided in paragraph 2 hereof and any option that is or |
-2-
becomes vested may be exercised in whole or in part prior to the expiration date of such option. |
4. | Deferral of Exercise | |
Although the Corporation intends to exert its best efforts so that the shares purchasable upon the exercise of this Option will be registered under, or exempt from, the registration requirements of, the Securities Act of 1933 (the Act) and any applicable state securities law at the time or times this Option (or any portion of this Option) first becomes exercisable, if the exercise of this Option would otherwise result in a violation by the Corporation of any provision of the Act or of any state securities law, the Corporation may require that such exercise be deferred until the Corporation has taken appropriate action to avoid any such violation. | ||
5. | Method of Exercising Option | |
This Option shall be exercised by delivering to the Corporation, at the office of its Treasurer, a written notice of the number of shares with respect to which this Option is at the time being exercised and by paying the Corporation in full the Option Price of the shares being acquired at the time. | ||
6. | Method of Payment | |
Payment shall be made either (i) in cash; (ii) by delivering shares of the Corporations Class A Common Stock which have been beneficially owned by the Employee, the spouse of the Employee, or both of them, for a period of at least six months prior to the time of exercise (Delivered Stock); (iii) by surrendering to the Corporation shares of Class A Common Stock otherwise receivable upon exercise of the Option (a Net Exercise); or (iv) any combination of the foregoing. Payment in the form of Delivered Stock shall be in the amount of the Fair Market Value of the stock at the date of exercise, determined in accordance with paragraph 9. | ||
7. | Expiration Date | |
This Option shall expire ten years after the date on which this Option was granted. | ||
8. | Withholding Taxes | |
The Corporation may require, as a condition to the exercise of this Option, that the Employee concurrently pay to the Corporation any taxes which the Corporation is required to withhold by reason of such exercise. In lieu of part or all of any such payment, the Employee may elect, subject to such rules and regulations as the Committee may adopt from time to time, to have the Corporation withhold from the shares to be issued upon exercise that number of shares having a Fair Market Value, determined in accordance with paragraph 9, equal to the amount which the Corporation is required to withhold. |
-3-
9. | Method of Valuation of Stock | |
The Fair Market Value of the Class A Common Stock of the Corporation on any date shall mean, if the stock is then listed and traded on a registered national securities exchange, or is quoted in the NASDAQ National Market System, the average of the high and low sales price recorded in composite transactions for such date or, if such date is not a business day or if no sales of shares shall have been reported with respect to such date, the next preceding business date with respect to which sales were reported. In the absence of reported sales or if the stock is not so listed or quoted, but is traded in the over-the-counter market, Fair Market Value shall be the average of the closing bid and asked prices for such shares on the relevant date. | ||
10. | No Rights in Shares Until Certificates Issued | |
Neither the Employee nor his heirs nor his personal representative shall have any of the rights or privileges of a stockholder of the Corporation in respect of any of the shares issuable upon the exercise of the Option herein granted, unless and until certificates representing such shares shall have been issued or shares in book entry form shall have been recorded in the records of the Corporations transfer agent. | ||
11. | Option Not Transferable | |
No portion of the Option granted hereunder shall be transferable or assignable (or made subject to any pledge, lien, obligation or liability of an Employee) except (a) by last will and testament or the laws of descent and distribution (and upon a transfer or assignment pursuant to an Employees last will and testament or the laws of descent and distribution, any Option must be transferred in accordance therewith); (b) during the Employees lifetime, nonqualified stock Options may be transferred by an Employee to the Employees spouse, children or grandchildren or to a trust for the benefit of such spouse, children or grandchildren, provided that the terms of any such transfer prohibit the resale of shares acquired upon exercise of the option at a time during which the transferor would not be permitted to sell such shares under the Corporations policy on trading by insiders and are subject to the provisions of paragraph 9. | ||
12. | Prohibition Against Pledge, Attachment, Etc. | |
Except as otherwise herein provided, the Option herein granted and the rights and privileges pertaining thereto shall not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. | ||
13. | Changes in Stock | |
In the event there are any changes in the Class A Common Stock of the Corporation through merger, consolidation, reorganization, recapitalization, stock dividend, stock split, combination or exchange of shares, rights offering or any other change affecting the Class A Common Stock of the Corporation, appropriate changes will be made by the Committee in the aggregate number of shares and the purchase price and kind of shares |
-4-
subject to this Option, to prevent substantial dilution or enlargement of the rights granted to or available for Employee. | ||
14. | Dissolution or Merger | |
Anything contained herein to the contrary notwithstanding upon the dissolution or liquidation of the Corporation, or upon any merger in which the Corporation is not the surviving corporation, at any time prior to the expiration date of the termination of this Option, the Employee shall have the right within sixty (60) days prior to the effective date of such dissolution, liquidation or merger, to surrender all or any unexercised portion of this Option to the Corporation for cash, subject to the discretion of the Committee as to the exact timing of said surrender. Notwithstanding the foregoing, however, in the event Employee has retired or died, Employees right to surrender all or any unexercised portion of this Option under this paragraph shall be available only to the extent at the time of any such surrender, Employee would have been entitled to exercise this Option under paragraphs 2 or 3 hereof, as the case may be. The amount of cash to be paid to Employee for the portion of this Option so surrendered, shall be equal to the number of shares of Class A Common Stock subject to the surrendered Option multiplied by the difference between the Option Price per share, as described in paragraph 1 hereof, and the Fair Market Value per share, determined in accordance with paragraph 9 hereof, as of the time of surrender. | ||
15. | Notices | |
Any notice to be given to the Corporation under the terms of this Agreement shall be addressed to the Corporation in care of its Chief Financial Officer, and any notice to be given to the Employee may be addressed at the address as it appears on the Corporations records, or at such other address as either party may hereafter designate in writing to the other. Except as provided in paragraph 5 hereof, any such notice shall be deemed to have been duly given, if and when enclosed in a properly sealed envelope addressed as aforesaid, and deposited, postage prepaid, in the United States mail. | ||
16. | Provisions of Plan and Corporate Records Controlling | |
This Option is subject in all respects to the provisions of the Plan. In the event of any conflict between any provisions of this Option and the provisions of the Plan, the provisions of the Plan shall control, except to the extent that the Plan permits the Committee to modify the terms of an Option grant and has done so herein. Terms defined in the Plan where used herein shall have the meanings as so defined. Employee acknowledges receipt of a copy of the Plan. The Corporations records shall be the official record of the Option grant described herein and , in the event of any conflict between this description and the Corporations records, the Corporations records shall control. | ||
17. | Wisconsin Contract | |
This Option has been granted in Wisconsin and shall be construed under the laws of that state. |
-5-
(a) | Affiliates means any subsidiary corporation or parent corporation as such terms are defined in Section 424 of the Code. | ||
(b) | Agreement means a written agreement (including any amendment or supplement thereto) between the Corporation and a Participant specifying the terms and conditions of an Award. | ||
(c) | Award shall mean the grant of any form of Stock Option, Restricted Stock or Restricted Stock Units. | ||
(d) | Board shall mean the Board of Directors of the Corporation. | ||
(e) | Code shall mean the Internal Revenue Code of 1986, as amended from time to time. | ||
(f) | Committee shall mean the Committee described in Section 4.01. | ||
(g) | Corporation shall mean Brady Corporation, a Wisconsin corporation. |
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(h) | Corporation Stock shall mean the Corporations Class A Non-Voting Common Stock, $.01 par value, and such other stock and securities as may be substituted therefor pursuant to Section 3.02. | ||
(i) | Eligible Employee shall mean any regular salaried employee of the Corporation or an Affiliate, including an employee who is a member of the Board, who satisfies the requirements of Section 5.01. | ||
(j) | Exercise Period shall mean the period of time provided pursuant to Section 6.05 within which a Stock Option may be exercised. | ||
(k) | Fair Market Value on any date shall mean, with respect to Corporation Stock, if the stock is then listed and traded on a registered national securities exchange, or is quoted in the NASDAQ National Market System, the average of the high and low sale prices recorded in composite transactions for such date or, if such date is not a business day or if no sales of Corporation Stock shall have been reported with respect to such date, the next preceding business date with respect to which sales were reported. In the absence of reported sales or if the stock is not so listed or quoted, but is traded in the over-the-counter market, Fair Market Value shall be the average of the closing bid and asked prices for such shares on the relevant date. | ||
(l) | Participant means an Eligible Employee who has been granted an Award under this Plan. | ||
(m) | Performance Goals means the performance goals established by the Committee prior to the grant of any Award of Stock Options, Restricted Stock or Restricted Stock Units intended to qualify as performance-based compensation under Section 162(m) of the Code. Performance Goals may be established at the Company or business unit level and may be based upon the attainment of goals relating to one or more of the following business criteria measured on an absolute basis or in terms of growth or reduction: revenue, expenses, net income (pre-tax or after-tax and with adjustments as stipulated), earnings per share, return on equity, return on assets, return on tangible book value, operating income, earnings before depreciation, interest, taxes and amortization (EBDITA), loss ratio, expense ratio, increase in stock price, total shareholder return, economic value added and operating cash flow. The Committee may establish other subjective or objective performance goals, including individual goals, which it deems appropriate. | ||
(n) | Person means any individual or entity, and the heirs, personal representatives, executors, administrators, legal representatives, successors and assigns of such Person as the context may require. |
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(o) | Plan shall mean the Brady Corporation 2004 Omnibus Incentive Stock Plan, as set forth herein, as it may be amended from time to time. | ||
(p) | Restricted Stock means shares of Corporation Stock granted to a Participant under Article VII. | ||
(q) | Restricted Stock Unit means an Award granted to a Participant under Article VIII. | ||
(r) | Stock Option means an option to purchase a stated number of shares of Corporation Stock at the price set forth in an Agreement. A Stock Option may be either a Nonqualified Stock Option or an Incentive Stock Option. |
- 3 -
(a) | designate the Eligible Employees to whom Awards shall be granted; | ||
(b) | grant Awards in such form and amount as the Committee shall determine; | ||
(c) | impose such limitations, restrictions and conditions upon any such Award as the Committee shall deem appropriate, including conditions (in addition to those contained in this Plan) (i) on the exercisability of all or any portion of a Stock Option, (ii) on the transferability or forfeitability of Restricted Stock or (iii) requiring an Eligible Employee to retain all or a portion of the Corporation Stock for a period of time following the exercise of a Stock Option, the vesting of Restricted Stock or the payment of Restricted Stock Units; | ||
(d) | prescribe the form of Agreement with respect to each Award; | ||
(e) | waive in whole or in part any limitations, restrictions or conditions imposed upon any such Award as the Committee shall deem appropriate (including accelerating the time at which any Stock Option may be exercised or the time at which Restricted Stock may become transferable or nonforfeitable); | ||
(f) | make adjustments in the terms and conditions of a Performance Goal in recognition of unusual or nonrecurring events affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, provided that no such adjustment shall be authorized to the extent that such adjustment would be inconsistent with the Plans or any Performance Award meeting the requirements of Section 162(m) of the Code; and | ||
(g) | determine the extent to which leaves of absence for governmental or military service, illness, temporary disability and the like shall not be deemed interruptions of continuous employment. |
- 4 -
(a) | no Stock Option granted under this Plan to any Person subject to the reporting requirements of Section 16(b) of the Securities and Exchange |
- 5 -
Act of 1934 may be exercised until at least six months from the later of (i) the date of grant or (ii) shareholder approval of the Plan, and | |||
(b) | no Stock Option shall be exercisable after the expiration of ten (10) years from the date the Stock Option is granted. Each Agreement with respect to a Stock Option shall state the period or periods of time within which the Stock Option may be exercised by the Participant, in whole or in part. |
Years After | ||||
Date of Grant | Percentage of Shares | |||
Less than 1
|
0% | |||
1 but less than 2
|
33-1/3% | |||
2 but less than 3
|
66-2/3% | |||
3 or more
|
100% |
(a) | The aggregate Fair Market Value of Corporation Stock (determined as of the date the stock option is granted) with respect to which ISOs are exercisable for the first time during a calendar year may not exceed |
- 6 -
$100,000. To the extent that the value of the stock subject to options exceeds that amount, the excess shall be considered to be NSOs, with the determination to be made in the order the options are granted. | |||
(b) | Employees who own, directly or indirectly, within the meaning of Code Section 425(d), more than 10% of the voting power of all classes of stock of the Corporation or any parent or subsidiary corporation shall not be eligible to receive an ISO hereunder unless the purchase price per share under such option is at least 110% of the Fair Market Value of the stock subject to the option and such option by its terms is not exercisable after the expiration of five (5) years from the date such option is granted | ||
(c) | To obtain favorable ISO tax treatment, the option must be exercised while the Participant is an employee, or within three months after the Participants termination as an employee; provided that, in the case of termination on account of disability (as defined in Section 22(e)(3) of the Code), the exercise period may be extended to one year; and further provided that the employment requirement is waived in the case of the participants death. |
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(a) | Until the applicable restrictions lapse, the Participant shall not be permitted to sell, assign, transfer, exchange, pledge, hypothecate or otherwise dispose of or encumber shares of Restricted Stock. | ||
(b) | Unless and until a forfeiture of the Restricted Stock, the Participant shall have, with respect to the shares of Restricted Stock, all of the rights of a shareholder of the Corporation, including the right to vote the shares (if applicable) and the right to receive any cash dividends. Unless otherwise determined by the Committee, cash dividends shall be automatically paid in cash and dividends payable in Corporation Stock shall be paid in the form of additional Restricted Stock. | ||
(c) | Except to the extent otherwise provided in the applicable Restricted Stock Agreement and (d) below, all shares still subject to restriction shall be forfeited by the Participant upon termination of a Participants employment for any reason. | ||
(d) | In the event of hardship or other special circumstances of a Participant whose employment is involuntarily terminated (other than for cause), the Committee may waive in whole or in part any or all remaining restrictions with respect to such Participants shares of Restricted Stock. | ||
(e) | If and when the applicable restrictions lapse, unlegended certificates for such shares shall be delivered to the Participant. | ||
(f) | Each Award shall be confirmed by, and be subject to the terms of, a Restricted Stock Agreement. |
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IX. | WITHHOLDING TAXES |
- 9 -
(a) | if the Participants employment is terminated by the death of the Participant, any unexercised, unexpired Stock Options granted hereunder to the Participant shall be 100% vested and fully exercisable, in whole or in part, at any time within one year after the date of death, by the Participants personal representative or by the person to whom the Stock Options are transferred under the Participants last will and testament or the applicable laws of descent and distribution; | ||
(b) | if the Participant dies within 90 days after termination of employment by the Corporation or its Affiliates, other than for cause, any unexercised, unexpired Stock Options granted hereunder to the Participant and exercisable as of the date of such termination of employment shall be exercisable, in whole or in part, at any time within one year after the date of death, by the Participants personal representative or by the person to whom the Stock Options are transferred under the Participants last will and testament or the applicable laws of descent and distribution; | ||
(c) | if the Participants employment is terminated as a result of the disability of the Participant (a disability means that the Participant is disabled as a result of sickness or injury, such that he or she is unable to satisfactorily perform the material duties of his or her job, as determined by the Board of Directors, on the basis of medical evidence satisfactory to it), any unexercised, unexpired Stock Options granted hereunder to the Participant shall become 100% vested and fully exercisable, in whole or in part, at any time within one year after the date of disability; | ||
(d) | if the Participants employment is terminated as a result of the Participants retirement (after age 55 with ten years of employment with the Corporation or an Affiliate or after age 65), any unexercised, unexpired Stock Options granted hereunder to the Participant and exercisable as of the date of such retirement may be exercised by the Participant at any time within one year after the date of retirement; and |
- 10 -
(e) | if the Participants employment is terminated by the Company or an Affiliate for any reason other than the Participants death, disability or retirement of the Participant or for cause, any unexercised, unexpired Stock Options granted hereunder and exercisable as of the date of such termination of employment shall be exercisable in whole or in part at any time within 90 days after such date of termination. |
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Years After | ||
Date of Grant | Percentage of Shares | |
Less than 1
|
0% | |
1 but less than 2
|
33-1/3% | |
2 but less than 3
|
66-2/3% | |
3 or more
|
100% |
-2-
-3-
-4-
(a) | Affiliates means any subsidiary corporation or parent corporation as such terms are defined in Section 424 of the Code. | ||
(b) | Agreement means a written agreement (including any amendment or supplement thereto) between the Company and a Participant specifying the terms and conditions of an Award. | ||
(c) | Award shall mean the grant of any form of Stock Option or Restricted Stock. | ||
(d) | Board shall mean the Board of Directors of the Company. | ||
(e) | Code shall mean the Internal Revenue Code of 1986, as amended from time to time. | ||
(f) | Committee shall mean the Committee described in Section 4.01. | ||
(g) | Company shall mean W. H. Brady Co., a Wisconsin corporation. |
(h) | Company Stock shall mean the Companys Class A Non-Voting Common Stock, $.01 par value, and such other stock and securities as may be substituted therefor pursuant to Section 3.02. | ||
(i) | Eligible Employee shall mean any regular salaried employee of the Company or an Affiliate, including an employee who is a member of the Board, who satisfies the requirements of Section 5.01. | ||
(j) | Exercise Period shall mean the period of time provided pursuant to Section 6.05 within which a Stock Option may be exercised. | ||
(k) | Fair Market Value on any date shall mean, with respect to Company Stock, if the stock is then listed and traded on a registered national securities exchange, or is quoted in the NASDAQ National Market System, the average of the high and low sale prices recorded in composite transactions as reported in the Wall Street Journal (Midwest Edition) for such date or, if such date is not a business day or if no sales of Company Stock shall have been reported with respect to such date, the next preceding business date with respect to which sales were reported. In the absence of reported sales or if the stock is not so listed or quoted, but is traded in the over-the-counter market, Fair Market Value shall be the average of the closing bid and asked prices for such shares on the relevant date. | ||
(l) | Participant means an Eligible Employee who has been granted an Award under this Plan. | ||
(m) | Person means any individual or entity, and the heirs, personal representatives, executors, administrators, legal representatives, successors and assigns of such Person as the context may require. | ||
(n) | Plan shall mean the W. H. Brady Co. 1997 Omnibus Incentive Stock Plan, as set forth herein, as it may be amended from time to time. | ||
(o) | Restricted Stock means shares of Company Stock granted to a Participant under Article VII. | ||
(p) | Stock Option means an option to purchase a stated number of shares of Company Stock at the price set forth in an Agreement. |
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(a) | designate the Eligible Employees to whom Awards shall be granted; | ||
(b) | grant Awards in such form and amount as the Committee shall determine; | ||
(c) | impose such limitations, restrictions and conditions upon any such Award as the Committee shall deem appropriate, including conditions (in addition to those contained in this Plan) on the exercisability of all or any portion of a Stock Option or on the transferability or forfeitability of Restricted Stock; | ||
(d) | prescribe the form of Agreement with respect to each Award; |
- 3 -
(e) | waive in whole or in part any limitations, restrictions or conditions imposed upon any such Award as the Committee shall deem appropriate (including accelerating the time at which any Stock Option may be exercised or the time at which Restricted Stock may become transferable or nonforfeitable); | ||
(f) | determine the extent to which leaves of absence for governmental or military service, illness, temporary disability and the like shall not be deemed interruptions of continuous employment. |
- 4 -
(a) | no Stock Option granted under this Plan to any Person subject to the reporting requirements of Section 16(b) of the Securities and Exchange Act of 1934 may be exercised until at least six months from the later of (i) the date of grant or (ii) shareholder approval of the Plan, and | ||
(b) | no Stock Option shall be exercisable after the expiration of ten (10) years from the date the Stock Option is granted. Each Agreement with respect to a Stock Option shall state the period or periods of time within which the Stock Option may be exercised by the Participant, in whole or in part. |
Years After | ||||
Date of Grant | Percentage of Shares | |||
Less than 1
|
0% | |||
1 but less than 2
|
33-1/3% | |||
2 but less than 3
|
66-2/3% | |||
3 or more
|
100% |
- 5 -
(a) | Until the applicable restrictions lapse, the Participant shall not be permitted to sell, assign, transfer, exchange, pledge, hypothecate or otherwise dispose of or encumber shares of Restricted Stock. | ||
(b) | Unless and until a forfeiture of the Restricted Stock, the Participant shall have, with respect to the shares of Restricted Stock, all of the rights of a |
- 6 -
shareholder of the Company, including the right to vote the shares (if applicable) and the right to receive any cash dividends. Unless otherwise determined by the Committee, cash dividends shall be automatically paid in cash and dividends payable in Company Stock shall be paid in the form of additional Restricted Stock. | |||
(c) | Except to the extent otherwise provided in the applicable Restricted Stock Agreement and (d) below, all shares still subject to restriction shall be forfeited by the Participant upon termination of a Participants employment for any reason. | ||
(d) | In the event of hardship or other special circumstances of a Participant whose employment is involuntarily terminated (other than for cause), the Committee may waive in whole or in part any or all remaining restrictions with respect to such Participants shares of Restricted Stock. | ||
(e) | If and when the applicable restrictions lapse, unlegended certificates for such shares shall be delivered to the Participant. | ||
(f) | Each Award shall be confirmed by, and be subject to the terms of, a Restricted Stock Agreement. |
- 7 -
- 8 -
- 9 -
- 10 -
1
Years After | |||||
Date of Grant | Percentage of Shares | ||||
Less than 1
|
0% | ||||
1 but less than 2
|
33-1/3% | ||||
2 but less than 3
|
66-2/3% | ||||
3 or more
|
100% |
2
3
4
5
(a) | Affiliates means any subsidiary corporation or parent corporation as such terms are defined in Section 424 of the Code. | ||
(b) | Agreement means a written agreement (including any amendment or supplement thereto) between the Corporation and a Participant specifying the terms and conditions of an Award. | ||
(c) | Award shall mean the grant of any form of Stock Option, Restricted Stock or Restricted Stock Units. | ||
(d) | Board shall mean the Board of Directors of the Corporation. | ||
(e) | Code shall mean the Internal Revenue Code of 1986, as amended from time to time. |
- 1 -
(f) | Committee shall mean the Committee described in Section 4.01. | ||
(g) | Corporation shall mean Brady Corporation, a Wisconsin corporation. | ||
(h) | Corporation Stock shall mean the Corporations Class A Non-Voting Common Stock, $.01 par value, and such other stock and securities as may be substituted therefor pursuant to Section 3.02. | ||
(i) | Eligible Employee shall mean any regular salaried employee of the Corporation or an Affiliate, including an employee who is a member of the Board, who satisfies the requirements of Section 5.01. | ||
(j) | Exercise Period shall mean the period of time provided pursuant to Section 6.05 within which a Stock Option may be exercised. | ||
(k) | Fair Market Value on any date shall mean, with respect to Corporation Stock, if the stock is then listed and traded on a registered national securities exchange, or is quoted in the NASDAQ National Market System, the average of the high and low sale prices recorded in composite transactions for such date or, if such date is not a business day or if no sales of Corporation Stock shall have been reported with respect to such date, the next preceding business date with respect to which sales were reported. In the absence of reported sales or if the stock is not so listed or quoted, but is traded in the over-the-counter market, Fair Market Value shall be the average of the closing bid and asked prices for such shares on the relevant date. | ||
(l) | Participant means an Eligible Employee who has been granted an Award under this Plan. | ||
(m) | Performance Goals means the performance goals established by the Committee prior to the grant of any Award of Stock Options, Restricted Stock or Restricted Stock Units intended to qualify as performance-based compensation under Section 162(m) of the Code. Performance Goals may be established at the Company or business unit level and may be based upon the attainment of goals relating to one or more of the following business criteria measured on an absolute basis or in terms of growth or reduction: revenue, expenses, net income (pre-tax or after-tax and with adjustments as stipulated), earnings per share, return on equity, return on assets, return on tangible book value, operating income, earnings before depreciation, interest, taxes and amortization (EBDITA), loss ratio, expense ratio, increase in stock price, total shareholder return, economic value added and operating cash flow. The Committee may establish other subjective or objective performance goals, including individual goals, which it deems appropriate. |
- 2 -
(n) | Person means any individual or entity, and the heirs, personal representatives, executors, administrators, legal representatives, successors and assigns of such Person as the context may require. | ||
(o) | Plan shall mean the Brady Corporation 2006 Omnibus Incentive Stock Plan, as set forth herein, as it may be amended from time to time. | ||
(p) | Restricted Stock means shares of Corporation Stock granted to a Participant under Article VII. | ||
(q) | Restricted Stock Unit means an Award granted to a Participant under Article VIII. | ||
(r) | Stock Option means an option to purchase a stated number of shares of Corporation Stock at the price set forth in an Agreement. A Stock Option may be either a Nonqualified Stock Option or an Incentive Stock Option. |
- 3 -
(a) | designate the Eligible Employees to whom Awards shall be granted; | ||
(b) | grant Awards in such form and amount as the Committee shall determine; | ||
(c) | impose such limitations, restrictions and conditions upon any such Award as the Committee shall deem appropriate, including conditions (in addition to those contained in this Plan) (i) on the exercisability of all or any portion of a Stock Option, (ii) on the transferability or forfeitability of Restricted Stock or (iii) requiring an Eligible Employee to retain all or a portion of the Corporation Stock for a period of time following the exercise of a Stock Option, the vesting of Restricted Stock or the payment of Restricted Stock Units; | ||
(d) | prescribe the form of Agreement with respect to each Award; | ||
(e) | waive in whole or in part any limitations, restrictions or conditions imposed upon any such Award as the Committee shall deem appropriate (including accelerating the time at which any Stock Option may be exercised or the time at which Restricted Stock may become transferable or nonforfeitable); | ||
(f) | make adjustments in the terms and conditions of a Performance Goal in recognition of unusual or nonrecurring events affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, provided that no such adjustment shall be authorized to the extent that such adjustment would be inconsistent with the Plans or any Performance Award meeting the requirements of Section 162(m) of the Code; and | ||
(g) | determine the extent to which leaves of absence for governmental or military service, illness, temporary disability and the like shall not be deemed interruptions of continuous employment. |
- 4 -
- 5 -
(a) | no Stock Option granted under this Plan to any Person subject to the reporting requirements of Section 16(b) of the Securities and Exchange Act of 1934 may be exercised until at least six months from the later of (i) the date of grant or (ii) shareholder approval of the Plan, and | ||
(b) | no Stock Option shall be exercisable after the expiration of ten (10) years from the date the Stock Option is granted. Each Agreement with respect to a Stock Option shall state the period or periods of time within which the Stock Option may be exercised by the Participant, in whole or in part. |
Years After | ||||
Date of Grant | Percentage of Shares | |||
Less than 1
|
0% | |||
|
||||
1 but less than 2
|
33-1/3% | |||
|
||||
2 but less than 3
|
66-2/3% | |||
|
||||
3 or more
|
100% |
- 6 -
(a) | The aggregate Fair Market Value of Corporation Stock (determined as of the date the stock option is granted) with respect to which ISOs are exercisable for the first time during a calendar year may not exceed $100,000. To the extent that the value of the stock subject to options exceeds that amount, the excess shall be considered to be NSOs, with the determination to be made in the order the options are granted. | ||
(b) | Employees who own, directly or indirectly, within the meaning of Code Section 425(d), more than 10% of the voting power of all classes of stock of the Corporation or any parent or subsidiary corporation shall not be eligible to receive an ISO hereunder unless the purchase price per share under such option is at least 110% of the Fair Market Value of the stock subject to the option and such option by its terms is not exercisable after the expiration of five (5) years from the date such option is granted | ||
(c) | To obtain favorable ISO tax treatment, the option must be exercised while the Participant is an employee, or within three months after the Participants termination as an employee; provided that, in the case of termination on account of disability (as defined in Section 22(e)(3) of the Code), the exercise period may be extended to one year; and further provided that the employment requirement is waived in the case of the participants death. |
- 7 -
(a) | Until the applicable restrictions lapse, the Participant shall not be permitted to sell, assign, transfer, exchange, pledge, hypothecate or otherwise dispose of or encumber shares of Restricted Stock. | ||
(b) | Unless and until a forfeiture of the Restricted Stock, the Participant shall have, with respect to the shares of Restricted Stock, all of the rights of a shareholder of the Corporation, including the right to vote the shares (if applicable) and the right to receive any cash dividends. Unless otherwise determined by the Committee, cash dividends shall be automatically paid in cash and dividends payable in Corporation Stock shall be paid in the form of additional Restricted Stock. | ||
(c) | Except to the extent otherwise provided in the applicable Restricted Stock Agreement and (d) below, all shares still subject to restriction shall be forfeited by the Participant upon termination of a Participants employment for any reason. | ||
(d) | In the event of hardship or other special circumstances of a Participant whose employment is involuntarily terminated (other than for cause), the Committee may waive in whole or in part any or all remaining restrictions with respect to such Participants shares of Restricted Stock. | ||
(e) | If and when the applicable restrictions lapse, unlegended certificates for such shares shall be delivered to the Participant. | ||
(f) | Each Award shall be confirmed by, and be subject to the terms of, a Restricted Stock Agreement. |
- 8 -
- 9 -
(a) | if the Participants employment is terminated by the death of the Participant, any unexercised, unexpired Stock Options granted hereunder to the Participant shall be 100% vested and fully exercisable, in whole or in part, at any time within one year after the date of death, by the Participants personal representative or by the person to whom the Stock Options are transferred under the Participants last will and testament or the applicable laws of descent and distribution; | ||
(b) | if the Participant dies within 90 days after termination of employment by the Corporation or its Affiliates, other than for cause, any unexercised, unexpired Stock Options granted hereunder to the Participant and exercisable as of the date of such termination of employment shall be exercisable, in whole or in part, at any time within one year after the date of death, by the Participants personal representative or by the person to whom the Stock Options are transferred under the Participants last will and testament or the applicable laws of descent and distribution; | ||
(c) | if the Participants employment is terminated as a result of the disability of the Participant (a disability means that the Participant is disabled as a result of sickness or injury, such that he or she is unable to satisfactorily perform the material duties of his or her job, as determined by the Board of Directors, on the basis of medical evidence satisfactory to it), any unexercised, unexpired Stock Options granted hereunder to the Participant shall become 100% vested and fully exercisable, in whole or in part, at any time within one year after the date of disability; | ||
(d) | if the Participants employment is terminated as a result of the Participants retirement (after age 55 with ten years of employment with the Corporation or an Affiliate or after age 65), any unexercised, unexpired Stock Options granted hereunder to the Participant and |
- 10 -
exercisable as of the date of such retirement may be exercised by the Participant at any time within one year after the date of retirement; and | |||
(e) | if the Participants employment is terminated by the Company or an Affiliate for any reason other than the Participants death, disability or retirement of the Participant or for cause, any unexercised, unexpired Stock Options granted hereunder and exercisable as of the date of such termination of employment shall be exercisable in whole or in part at any time within 90 days after such date of termination. |
- 11 -
- 12 -
(a) | Affiliates means any subsidiary corporation or parent corporation as such terms are defined in Section 424 of the Code. | ||
(b) | Agreement means a written agreement (including any amendment or supplement thereto) between the Corporation and a Participant specifying the terms and conditions of an Award. | ||
(c) | Award shall mean the grant of any form of Stock Option, Restricted Stock or Restricted Stock Units. | ||
(d) | Board shall mean the Board of Directors of the Corporation. | ||
(e) | Code shall mean the Internal Revenue Code of 1986, as amended from time to time. | ||
(f) | Committee shall mean the Committee described in Section 4.01. |
- 1 -
(g) | Corporation shall mean Brady Corporation, a Wisconsin corporation. | ||
(h) | Corporation Stock shall mean the Corporations Class A Non-Voting Common Stock, $.01 par value, and such other stock and securities as may be substituted therefor pursuant to Section 3.02. | ||
(i) | Eligible Employee shall mean any regular salaried employee of the Corporation or an Affiliate, including an employee who is a member of the Board, who satisfies the requirements of Section 5.01. | ||
(j) | Exercise Period shall mean the period of time provided pursuant to Section 6.05 within which a Stock Option may be exercised. | ||
(k) | Fair Market Value on any date shall mean, with respect to Corporation Stock, if the stock is then listed and traded on a registered national securities exchange, or is quoted in the NASDAQ National Market System, the average of the high and low sale prices recorded in composite transactions for such date or, if such date is not a business day or if no sales of Corporation Stock shall have been reported with respect to such date, the next preceding business date with respect to which sales were reported. In the absence of reported sales or if the stock is not so listed or quoted, but is traded in the over-the-counter market, Fair Market Value shall be the average of the closing bid and asked prices for such shares on the relevant date. | ||
(l) | Participant means an Eligible Employee who has been granted an Award under this Plan. | ||
(m) | Performance Goals means the performance goals established by the Committee prior to the grant of any Award of Restricted Stock or Restricted Stock Units intended to qualify as performance-based compensation under Section 162(m) of the Code and which are based on the attainment of goals relating to one or more of the following business criteria measured on an absolute basis or in terms of growth or reduction: net income (pre-tax or after-tax and with adjustments as stipulated), earnings per share, return on equity, return on assets, return on tangible book value, operating income, earnings before depreciation, interest, taxes and amortization (EBDITA), loss ratio, expense ratio, increase in stock price, total shareholder return, economic value added and operating cash flow. The Committee may establish other subjective or objective performance goals, including individual goals, which it deems appropriate. | ||
(n) | Person means any individual or entity, and the heirs, personal representatives, executors, administrators, legal representatives, successors and assigns of such Person as the context may require. |
- 2 -
(o) | Plan shall mean the Brady Corporation 2001 Omnibus Incentive Stock Plan, as set forth herein, as it may be amended from time to time. | ||
(p) | Restricted Stock means shares of Corporation Stock granted to a Participant under Article VII. | ||
(q) | Restricted Stock Unit means an Award granted to a Participant under Article VIII. | ||
(r) | Stock Option means an option to purchase a stated number of shares of Corporation Stock at the price set forth in an Agreement. A Stock Option may be either a Nonqualified Stock Option or an Incentive Stock Option. |
- 3 -
(a) | designate the Eligible Employees to whom Awards shall be granted; | ||
(b) | grant Awards in such form and amount as the Committee shall determine; | ||
(c) | impose such limitations, restrictions and conditions upon any such Award as the Committee shall deem appropriate, including conditions (in addition to those contained in this Plan) on the exercisability of all or any portion of a Stock Option or on the transferability or forfeitability of Restricted Stock; | ||
(d) | prescribe the form of Agreement with respect to each Award; | ||
(e) | waive in whole or in part any limitations, restrictions or conditions imposed upon any such Award as the Committee shall deem appropriate (including accelerating the time at which any Stock Option may be exercised or the time at which Restricted Stock may become transferable or nonforfeitable); and | ||
(f) | determine the extent to which leaves of absence for governmental or military service, illness, temporary disability and the like shall not be deemed interruptions of continuous employment. |
- 4 -
(a) | no Stock Option granted under this Plan to any Person subject to the reporting requirements of Section 16(b) of the Securities and Exchange Act of 1934 may be exercised until at least six months from the later of (i) the date of grant or (ii) shareholder approval of the Plan, and | ||
(b) | no Stock Option shall be exercisable after the expiration of ten (10) years from the date the Stock Option is granted. Each Agreement with respect to a Stock Option shall state the period or periods of time within which the Stock Option may be exercised by the Participant, in whole or in part. |
- 5 -
Years After | ||||
Date of Grant | Percentage of Shares | |||
Less than 1
|
0% | |||
1 but less than 2
|
33-1/3% | |||
2 but less than 3
|
66-2/3% | |||
3 or more
|
100% |
(a) | The aggregate Fair Market Value of Corporation Stock (determined as of the date the stock option is granted) with respect to which ISOs are exercisable for the first time during a calendar year may not exceed $100,000. To the extent that the value of the stock subject to options exceeds that amount, the excess shall be considered to be NSOs, with the determination to be made in the order the options are granted. | ||
(b) | Employees who own, directly or indirectly, within the meaning of Code Section 425(d), more than 10% of the voting power of all classes of stock of the Corporation or any parent or subsidiary corporation shall not be |
- 6 -
eligible to receive an ISO hereunder unless the purchase price per share under such option is at least 110% of the Fair Market Value of the stock subject to the option and such option by its terms is not exercisable after the expiration of five (5) years from the date such option is granted | |||
(c) | To obtain favorable ISO tax treatment, the option must be exercised while the Participant is an employee, or within three months after the Participants termination as an employee; provided that, in the case of termination on account of disability (as defined in Section 22(e)(3) of the Code), the exercise period may be extended to one year; and further provided that the employment requirement is waived in the case of the participants death. |
- 7 -
(a) | Until the applicable restrictions lapse, the Participant shall not be permitted to sell, assign, transfer, exchange, pledge, hypothecate or otherwise dispose of or encumber shares of Restricted Stock. | ||
(b) | Unless and until a forfeiture of the Restricted Stock, the Participant shall have, with respect to the shares of Restricted Stock, all of the rights of a shareholder of the Corporation, including the right to vote the shares (if applicable) and the right to receive any cash dividends. Unless otherwise determined by the Committee, cash dividends shall be automatically paid in cash and dividends payable in Corporation Stock shall be paid in the form of additional Restricted Stock. | ||
(c) | Except to the extent otherwise provided in the applicable Restricted Stock Agreement and (d) below, all shares still subject to restriction shall be forfeited by the Participant upon termination of a Participants employment for any reason. | ||
(d) | In the event of hardship or other special circumstances of a Participant whose employment is involuntarily terminated (other than for cause), the Committee may waive in whole or in part any or all remaining restrictions with respect to such Participants shares of Restricted Stock. | ||
(e) | If and when the applicable restrictions lapse, unlegended certificates for such shares shall be delivered to the Participant. | ||
(f) | Each Award shall be confirmed by, and be subject to the terms of, a Restricted Stock Agreement. |
- 8 -
- 9 -
(a) | if the Participants employment is terminated by the death of the Participant, any unexercised, unexpired Stock Options granted hereunder to the Participant shall be 100% vested and fully exercisable, in whole or in part, at any time within one year after the date of death, by the Participants personal representative or by the person to whom the Stock Options are transferred under the Participants last will and testament or the applicable laws of descent and distribution; | ||
(b) | if the Participant dies within 90 days after termination of employment by the Corporation or its Affiliates, other than for cause, any unexercised, unexpired Stock Options granted hereunder to the Participant and exercisable as of the date of such termination of employment shall be exercisable, in whole or in part, at any time within one year after the date of death, by the Participants personal representative or by the person to whom the Stock Options are transferred under the Participants last will and testament or the applicable laws of descent and distribution; | ||
(c) | if the Participants employment is terminated as a result of the disability of the Participant (a disability means that the Participant is disabled as a result of sickness or injury, such that he or she is unable to satisfactorily perform the material duties of his or her job, as determined by the Board of Directors, on the basis of medical evidence satisfactory to it), any unexercised, unexpired Stock Options granted hereunder to the Participant shall become 100% vested and fully exercisable, in whole or in part, at any time within one year after the date of disability; | ||
(d) | if the Participants employment is terminated as a result of the Participants retirement (after age 55 with ten years of employment with the Corporation or an Affiliate or after age 65), any unexercised, unexpired Stock Options granted hereunder to the Participant and exercisable as of the date of such retirement may be exercised by the Participant at any time within one year after the date of retirement; and | ||
(e) | if the Participants employment is terminated by the Company or an Affiliate for any reason other than the Participants death, disability or retirement of the Participant, any unexercised, unexpired Stock Options granted hereunder and exercisable as of the date of such termination of employment shall be exercisable in whole or in part at any time within 90 days after such date of termination. |
- 10 -
- 11 -
- 12 -
(a) | Affiliates means any subsidiary corporation or parent corporation as such terms are defined in Section 424 of the Code. | ||
(b) | Agreement means a written agreement (including any amendment or supplement thereto) between the Corporation and a Participant specifying the terms and conditions of an Award. | ||
(c) | Award shall mean the grant of any form of Stock Option, Restricted Stock or Restricted Stock Units. | ||
(d) | Board shall mean the Board of Directors of the Corporation. | ||
(e) | Code shall mean the Internal Revenue Code of 1986, as amended from time to time. |
- 1 -
(f) | Committee shall mean the Committee described in Section 4.01. | ||
(g) | Corporation shall mean Brady Corporation, a Wisconsin corporation. | ||
(h) | Corporation Stock shall mean the Corporations Class A Non-Voting Common Stock, $.01 par value, and such other stock and securities as may be substituted therefor pursuant to Section 3.02. | ||
(i) | Eligible Employee shall mean any regular salaried employee of the Corporation or an Affiliate, including an employee who is a member of the Board, who satisfies the requirements of Section 5.01. | ||
(j) | Exercise Period shall mean the period of time provided pursuant to Section 6.05 within which a Stock Option may be exercised. | ||
(k) | Fair Market Value on any date shall mean, with respect to Corporation Stock, if the stock is then listed and traded on a registered national securities exchange, or is quoted in the NASDAQ National Market System, the average of the high and low sale prices recorded in composite transactions for such date or, if such date is not a business day or if no sales of Corporation Stock shall have been reported with respect to such date, the next preceding business date with respect to which sales were reported. In the absence of reported sales or if the stock is not so listed or quoted, but is traded in the over-the-counter market, Fair Market Value shall be the average of the closing bid and asked prices for such shares on the relevant date. | ||
(l) | Participant means an Eligible Employee who has been granted an Award under this Plan. | ||
(m) | Performance Goals means the performance goals established by the Committee prior to the grant of any Award of Stock Options, Restricted Stock or Restricted Stock Units intended to qualify as performance-based compensation under Section 162(m) of the Code. Performance Goals may be established at the Company or business unit level and may be based upon the attainment of goals relating to one or more of the following business criteria measured on an absolute basis or in terms of growth or reduction: revenue, expenses, net income (pre-tax or after-tax and with adjustments as stipulated), earnings per share, return on equity, return on assets, return on tangible book value, operating income, earnings before depreciation, interest, taxes and amortization (EBDITA), loss ratio, expense ratio, increase in stock price, total shareholder return, economic value added and operating cash flow. The Committee may establish other subjective or objective performance goals, including individual goals, which it deems appropriate. |
- 2 -
(n) | Person means any individual or entity, and the heirs, personal representatives, executors, administrators, legal representatives, successors and assigns of such Person as the context may require. | ||
(o) | Plan shall mean the Brady Corporation 200 3 Omnibus Incentive Stock Plan, as set forth herein, as it may be amended from time to time. | ||
(p) | Restricted Stock means shares of Corporation Stock granted to a Participant under Article VII. | ||
(q) | Restricted Stock Unit means an Award granted to a Participant under Article VIII. | ||
(r) | Stock Option means an option to purchase a stated number of shares of Corporation Stock at the price set forth in an Agreement. A Stock Option may be either a Nonqualified Stock Option or an Incentive Stock Option. |
- 3 -
(a) | designate the Eligible Employees to whom Awards shall be granted; | ||
(b) | grant Awards in such form and amount as the Committee shall determine; | ||
(c) | impose such limitations, restrictions and conditions upon any such Award as the Committee shall deem appropriate, including conditions (in addition to those contained in this Plan) (i) on the exercisability of all or any portion of a Stock Option, (ii) on the transferability or forfeitability of Restricted Stock or (iii) requiring an Eligible Employee to retain all or a portion of the Corporation Stock for a period of time following the exercise of a Stock Option, the vesting of Restricted Stock or the payment of Restricted Stock Units; | ||
(d) | prescribe the form of Agreement with respect to each Award; | ||
(e) | waive in whole or in part any limitations, restrictions or conditions imposed upon any such Award as the Committee shall deem appropriate (including accelerating the time at which any Stock Option may be exercised or the time at which Restricted Stock may become transferable or nonforfeitable); | ||
(f) | make adjustments in the terms and conditions of a Performance Goal in recognition of unusual or nonrecurring events affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, provided that no such adjustment shall be authorized to the extent that such adjustment would be inconsistent with the Plans or any Performance Award meeting the requirements of Section 162(m) of the Code; and | ||
(g) | determine the extent to which leaves of absence for governmental or military service, illness, temporary disability and the like shall not be deemed interruptions of continuous employment. |
- 4 -
- 5 -
(a) | no Stock Option granted under this Plan to any Person subject to the reporting requirements of Section 16(b) of the Securities and Exchange Act of 1934 may be exercised until at least six months from the later of (i) the date of grant or (ii) shareholder approval of the Plan, and | ||
(b) | no Stock Option shall be exercisable after the expiration of ten (10) years from the date the Stock Option is granted. Each Agreement with respect to a Stock Option shall state the period or periods of time within which the Stock Option may be exercised by the Participant, in whole or in part. |
Years After | ||||
Date of Grant | Percentage of Shares | |||
Less than 1
|
0% | |||
1 but less than 2
|
33-1/3% | |||
2 but less than 3
|
66-2/3% | |||
3 or more
|
100% |
- 6 -
(a) | The aggregate Fair Market Value of Corporation Stock (determined as of the date the stock option is granted) with respect to which ISOs are exercisable for the first time during a calendar year may not exceed $100,000. To the extent that the value of the stock subject to options exceeds that amount, the excess shall be considered to be NSOs, with the determination to be made in the order the options are granted. | ||
(b) | Employees who own, directly or indirectly, within the meaning of Code Section 425(d), more than 10% of the voting power of all classes of stock of the Corporation or any parent or subsidiary corporation shall not be eligible to receive an ISO hereunder unless the purchase price per share under such option is at least 110% of the Fair Market Value of the stock subject to the option and such option by its terms is not exercisable after the expiration of five (5) years from the date such option is granted | ||
(c) | To obtain favorable ISO tax treatment, the option must be exercised while the Participant is an employee, or within three months after the Participants termination as an employee; provided that, in the case of termination on account of disability (as defined in Section 22(e)(3) of the Code), the exercise period may be extended to one year; and further provided that the employment requirement is waived in the case of the participants death. |
- 7 -
(a) | Until the applicable restrictions lapse, the Participant shall not be permitted to sell, assign, transfer, exchange, pledge, hypothecate or otherwise dispose of or encumber shares of Restricted Stock. | ||
(b) | Unless and until a forfeiture of the Restricted Stock, the Participant shall have, with respect to the shares of Restricted Stock, all of the rights of a shareholder of the Corporation, including the right to vote the shares (if applicable) and the right to receive any cash dividends. Unless otherwise determined by the Committee, cash dividends shall be automatically paid in cash and dividends payable in Corporation Stock shall be paid in the form of additional Restricted Stock. | ||
(c) | Except to the extent otherwise provided in the applicable Restricted Stock Agreement and (d) below, all shares still subject to restriction shall be forfeited by the Participant upon termination of a Participants employment for any reason. | ||
(d) | In the event of hardship or other special circumstances of a Participant whose employment is involuntarily terminated (other than for cause), the Committee may waive in whole or in part any or all remaining restrictions with respect to such Participants shares of Restricted Stock. | ||
(e) | If and when the applicable restrictions lapse, unlegended certificates for such shares shall be delivered to the Participant. | ||
(f) | Each Award shall be confirmed by, and be subject to the terms of, a Restricted Stock Agreement. |
- 8 -
- 9 -
(a) | if the Participants employment is terminated by the death of the Participant, any unexercised, unexpired Stock Options granted hereunder to the Participant shall be 100% vested and fully exercisable, in whole or in part, at any time within one year after the date of death, by the Participants personal representative or by the person to whom the Stock Options are transferred under the Participants last will and testament or the applicable laws of descent and distribution; | ||
(b) | if the Participant dies within 90 days after termination of employment by the Corporation or its Affiliates, other than for cause, any unexercised, unexpired Stock Options granted hereunder to the Participant and exercisable as of the date of such termination of employment shall be exercisable, in whole or in part, at any time within one year after the date of death, by the Participants personal representative or by the person to whom the Stock Options are transferred under the Participants last will and testament or the applicable laws of descent and distribution; | ||
(c) | if the Participants employment is terminated as a result of the disability of the Participant (a disability means that the Participant is disabled as a result of sickness or injury, such that he or she is unable to satisfactorily perform the material duties of his or her job, as determined by the Board of Directors, on the basis of medical evidence satisfactory to it), any unexercised, unexpired Stock Options granted hereunder to the Participant shall become 100% vested and fully exercisable, in whole or in part, at any time within one year after the date of disability; | ||
(d) | if the Participants employment is terminated as a result of the Participants retirement (after age 55 with ten years of employment with the Corporation or an Affiliate or after age 65), any unexercised, unexpired Stock Options granted hereunder to the Participant and |
- 10 -
exercisable as of the date of such retirement may be exercised by the Participant at any time within one year after the date of retirement; and | |||
(e) | if the Participants employment is terminated by the Company or an Affiliate for any reason other than the Participants death, disability or retirement of the Participant or for cause, any unexercised, unexpired Stock Options granted hereunder and exercisable as of the date of such termination of employment shall be exercisable in whole or in part at any time within 90 days after such date of termination. |
- 11 -
- 12 -
1
2
|
If to the Executive: | Robert Tatterson | ||
|
2210 West Summit | |||
|
Evansville, IN 47712 |
3
|
If to the Corporation: | Brady Corporation | ||
|
6555 West Good Hope Road | |||
|
Milwaukee, WI 53223 | |||
|
Attention: Corporate Secretary |
4
/s/ Robert Tatterson | ||||||
Executive Robert Tatterson | ||||||
|
||||||
Brady Corporation | ||||||
|
||||||
|
By: | /s/ Conrad G. Goodkind | ||||
|
||||||
|
Conrad G. Goodkind, Secretary | |||||
|
||||||
|
By: | /s/ Gary E. Nei | ||||
|
||||||
|
Compensation Committee |
5
Percentage | ||||||
of Voting | ||||||
State (Country) | Securities | |||||
Name of Company | of Incorporation | Owned | ||||
Brady Corporation
|
Wisconsin | Parent | ||||
Tricor Direct Inc.
|
Delaware | 100 | % | |||
Doing Business As:
|
||||||
Seton
|
||||||
Seton Name Plate Company
|
||||||
D&G Sign and Label
|
||||||
Seton Identification Products
|
||||||
Emedco
|
||||||
Champion America
|
||||||
DAWG, Inc.
|
||||||
Worldmark of Wisconsin Inc.
|
Delaware | 100 | % | |||
Brady Investment Co.
|
Nevada | 100 | % | |||
Stopware, Inc.
|
California | 100 | % | |||
Permar Sytems, Inc.
|
New York | 100 | % | |||
Doing Business As Electromark
|
||||||
AIO Acquisition Inc.
|
Delaware | 100 | % | |||
Doing Business As:
|
||||||
All-In-One Products
|
||||||
Personnel Concepts Limited
|
||||||
Personnel Concepts Ltd.
|
||||||
PC Limited
|
||||||
USA Printing & Mailing
|
||||||
Dual Core LLC
|
Wisconsin | 100 | % | |||
Doing Business As Identicard Systems Worldwide
|
||||||
Brady Mexico Holding LLC
|
Delaware | 100 | % | |||
Comprehensive Identification Products, Inc.
|
Massachusetts | 100 | % | |||
Doing Business As:
|
||||||
Brady People ID
|
||||||
Temtec
|
||||||
PV Acquisitions, LLC
|
Delaware | 100 | % | |||
Doing Business As Promovision Palomino
|
||||||
Brady Precision Converting, LLC
|
Wisconsin | 100 | % | |||
Doing Business As Brady Medical
|
||||||
Clement Communications, Inc.
|
Pennsylvania | 100 | % | |||
Visual Wear LLC
|
Massachusetts | 100 | % | |||
Brady International Co.
|
Wisconsin | 100 | % | |||
Brady Worldwide, Inc.
|
Wisconsin | 100 | % | |||
Also Doing Business As:
|
||||||
Brandon International
|
||||||
Varitronic Systems
|
||||||
Teklynx International
|
||||||
Sorbent Products Company
|
||||||
TISCOR
|
||||||
Brady Australia Pty. Ltd.
|
Australia | 100 | % | |||
Seton Australia Pty. Ltd.
|
Australia | 100 | % | |||
Accidental Health & Safety Pty. Ltd.
|
Australia | 100 | % | |||
Trafalgar First Aid Pty. Ltd.
|
Australia | 100 | % | |||
Carroll Australasia Pty. Ltd.
|
Australia | 100 | % | |||
Scafftag Australia Pty. Ltd.
|
Australia | 100 | % | |||
Visisign Australia Pty. Ltd.
|
Australia | 100 | % |
Percentage
of Voting
State (Country)
Securities
Name of Company
of Incorporation
Owned
Belgium
100
%
Belgium
100
%
Brazil
100
%
Brazil
100
%
Brazil
100
%
Cayman Islands
100
%
Canada
100
%
Canada
100
%
Canada
100
%
China
100
%
China
100
%
China
100
%
China
100
%
China
100
%
China
100
%
China
100
%
China
100
%
China
100
%
China
100
%
Denmark
100
%
France
100
%
France
100
%
France
100
%
Germany
100
%
Germany
100
%
Germany
100
%
Hong Kong
100
%
Hong Kong
100
%
Hong Kong
100
%
India
100
%
Ireland
100
%
Italy
100
%
Italy
100
%
Japan
100
%
Luxembourg
100
%
Malaysia
100
%
Mexico
100
%
Mexico
100
%
Netherlands
100
%
Netherlands
100
%
Netherlands
100
%
Netherlands
100
%
Percentage
of Voting
State (Country)
Securities
Name of Company
of Incorporation
Owned
Netherlands
100
%
Norway
100
%
Philippines
100
%
Poland
100
%
Singapore
100
%
Singapore
100
%
Singapore
100
%
Singapore
100
%
Singapore
100
%
Singapore
100
%
Singapore
100
%
Singapore
100
%
Singapore
100
%
Slovakia
100
%
South Korea
100
%
Spain
100
%
Sweden
100
%
Sweden
100
%
Sweden
100
%
Sweden
100
%
Sweden
100
%
Thailand
100
%
Thailand
100
%
Thailand
100
%
Turkey
100
%
United Kingdom
100
%
United Kingdom
100
%
United Kingdom
100
%
United Kingdom
100
%
United Kingdom
100
%
United Kingdom
100
%
United Kingdom
100
%
United Kingdom
100
%
United Kingdom
100
%
United Kingdom
100
%
United Kingdom
100
%
/s/ FRANK M. JAEHNERT | ||||
(Frank M. Jaehnert) | ||||
President and Chief Executive Officer | ||||
/s/ THOMAS J. FELMER | ||||
(Thomas J. Felmer) | ||||
Senior Vice President and Chief Financial Officer | ||||
/s/ FRANK M. JAEHNERT | ||||
(Frank M. Jaehnert) | ||||
President and Chief Executive Officer | ||||
/s/ THOMAS J. FELMER | ||||
(Thomas J. Felmer) | ||||
Senior Vice President and Chief Financial Officer | ||||