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☐
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Preliminary Proxy Statement
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☐
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material Pursuant to §240.14a-12
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☒
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No fee required
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☐
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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☐
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Fee paid previously with preliminary materials.
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☐
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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(i)
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consider and vote upon a proposal to elect one Class III director, for a term of three years;
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(ii)
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consider and vote upon a proposal to ratify the appointment of AngioDynamics’ independent registered public accounting firm for the fiscal year ended May 31, 2019;
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(iii)
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consider and vote upon a “Say-on-Pay” advisory vote on the approval of the compensation of AngioDynamics’ named executive officers;
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(iv)
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consider and vote upon a proposal to approve the amended AngioDynamics, Inc. 2004 Stock and Incentive Award Plan to, among other things, increase the total number of shares of common stock reserved for issuance under the plan from 7,000,000 to 7,750,000;
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(v)
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consider and vote upon a proposal to approve the amended AngioDynamics, Inc. Employee Stock Purchase Plan to increase the total number of shares of common stock reserved for issuance under the plan from 2,500,000 to 3,500,000; and
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(vi)
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transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
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1.
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to vote upon a proposal to elect one Class III director, for a term of three years;
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2.
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to ratify the appointment of AngioDynamics’ independent registered public accounting firm for the fiscal year ended May 31, 2019;
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3.
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to vote upon a “Say-on-Pay” advisory vote on the approval of the compensation of AngioDynamics’ named executive officers;
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4.
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to vote upon a proposal to approve the amended AngioDynamics. Inc. 2004 Stock and Incentive Award Plan to, among other things, increase the total number of shares of common stock reserved for issuance under the plan from 7,000,000 to 7,750,000;
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5.
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to vote upon a proposal to approve the as amended AngioDynamics, Inc. Employee Stock Purchase Plan to increase the total number of shares of common stock reserved for issuance under the plan from 2,500,000 to 3,500,000; and
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6.
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to transact such other business as may properly come before the meeting or any adjournment or postponement thereof.
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Page
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Proxy Statement
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1
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Introduction
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1
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General Information About the Meeting
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1
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PROPOSAL I - ELECTION OF DIRECTORS
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5
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Nominees
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5
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Recommendation of the Board of Directors
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6
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Other Directors
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7
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CORPORATE GOVERNANCE
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10
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MEETINGS AND BOARD COMMITTEES
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12
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OWNERSHIP OF SECURITIES
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15
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Equity Compensation Plan Information
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16
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EXECUTIVE COMPENSATION
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17
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Compensation Discussion and Analysis
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17
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Summary Compensation Table for Fiscal 2018
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28
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Grants of Plan-Based Awards for Fiscal 2018
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30
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Outstanding Equity Awards at Fiscal 2018 Year-End
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31
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Option Exercises and Stock Vested for Fiscal 2018
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32
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Estimates of Potential Payments Upon Termination or Change in Control
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33
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CEO Pay Ratio
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34
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Director Compensation Table
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35
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PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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36
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Recommendation of the Board of Directors
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36
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AUDIT MATTERS
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37
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Audit Committee Report
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37
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Principal Accounting Fees and Services
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38
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Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm
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38
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PROPOSAL 3 - ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
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40
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Adoption of Proposal 3
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40
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Recommendation of the Board of Directors
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40
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PROPOSAL 4 - AMENDMENT OF THE ANGIODYNAMICS, INC. 2004 STOCK AND INCENTIVE AWARD PLAN
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41
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Summary Description of the 2004 Plan (as amended)
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41
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Summary of Federal Income Tax Consequences under the 2004 Plan
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44
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Recommendation of the Board of Directors
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45
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PROPOSAL 5 - AMENDMENT OF THE ANGIODYNAMICS, INC. EMPLOYEE STOCK PURCHASE PLAN
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46
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Summary of the ESPP Plan (as amended)
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46
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Summary of Federal Income Tax Consequences under the ESPP
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48
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Recommendation of the Board of Directors
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48
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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49
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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50
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ANNUAL REPORT
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51
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SHAREHOLDER PROPOSALS AND NOMINATIONS
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52
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OTHER MATTERS
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53
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APPENDIX A
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A-1
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APPENDIX B
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B-1
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•
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Sending a written statement to that effect to AngioDynamics’ Senior Vice President and General Counsel at Corporate headquarters at 14 Plaza Drive, Latham New York, 12110;
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•
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Voting by internet or telephone at a later time;
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•
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Submitting a properly signed proxy card with a later date; or
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•
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Voting in person at the Annual Meeting and by filing a written notice of termination of the prior appointment of a proxy with AngioDynamics, or by filing a new written appointment of a proxy with AngioDynamics (unless you are a beneficial owner without a legal proxy, as described below).
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Committee Memberships
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|||
Name
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Age
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Director Since
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Independent
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B
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AC
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CC
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NCG
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Howard W. Donnelly
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57
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2004
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Y
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C
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Jeffrey G. Gold
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70
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1997
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Y
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M
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M
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M
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Kevin J. Gould
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64
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2010
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Y
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M
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M
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M
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Wesley E. Johnson, Jr.
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60
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2007
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Y
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M
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M
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C
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Steven R. LaPorte
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68
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2007
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Y
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M
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M
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M
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Dennis S. Meteny
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65
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2004
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Y
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M
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C
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Jan Stern Reed
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58
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2016
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Y
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M
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M
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M
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Eileen O. Auen
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55
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2016
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Y
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M
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C
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James C. Clemmer
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54
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2016
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N
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M
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AC
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Audit Committee
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B
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Board of Directors
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CC
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Compensation Committee
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C
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Chair
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NCGC
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Nominating and Corporate Governance Committee
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M
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Member
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JEFFREY G. GOLD
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Director since 1997
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Former President and Chief Executive Officer
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age 70
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Myoscience, Inc.
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From March 2014 to January 2016, Mr. Gold was President and CEO of Myoscience, Inc., a privately-held medical device company focusing on Focused Cold Therapy
TM
for the treatment of peripheral nerve conditions. From January 2012 to March 2014, Mr. Gold was CEO at Velomedix, Inc., a medical device company focused on therapeutic hypothermia for patients experiencing heart attack, stroke or cardiac arrest. Prior to January 2012, Mr. Gold was a Venture Partner for Longitude Capital, a healthcare venture capital fund from January 2007 through December 2011. Mr. Gold was President and CEO of CryoVascular Systems, a peripheral vascular disease device company, from 2001 through its sale to Boston Scientific in 2005. From 1997 to 2000, he was Executive Vice President and Chief Operating Officer of Cardio Thoracic Systems, Inc., a company engaged in the development and introduction of devices for beating-heart coronary bypass surgery. Prior to that, Mr. Gold spent 18 years with Cordis Corporation in a variety of senior management roles including Vice President of Manufacturing and Vice President of Research and Development, and was a co-founder and President of Cordis Endovascular Systems, a subsidiary engaged in the interventional neuroradiology and peripheral vascular businesses. At Cordis, Mr. Gold also had responsibility for its peripheral vascular business. He serves on the board of directors of Corindus Inc. (NYSE: CVRS) and several privately held start-up medical device companies and is a member of the Executive Committee for the Center for Entrepreneurship and Innovation at the University of Florida and is a member of the Commercialization Advisory Board for the Cleveland Clinic. Mr. Gold has a B.S. in Industrial Engineering from Northeastern University in Boston, Massachusetts and an MBA from the University of Florida in Gainesville, Florida. Mr. Gold is a member of our Compensation Committee and our Audit Committee. During the fiscal year ended May 31, 2018, Mr. Gold was a member of our Audit Committee and our Nominating and Corporate Governance Committee.
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||
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Director Qualifications:
Mr. Gold provides us with valuable business, leadership and management experience as a result of his tenures at Cordis, CardioThoracic Systems and as President and CEO of CryoVascular Systems. In addition, Mr. Gold’s experience as a Venture Partner for Longitude Capital provides insight into emerging technologies and strategic directions in the healthcare industry. Mr. Gold’s breadth of experience in the healthcare industry, ranging from endovascular devices, coronary bypass surgery and peripheral vascular disease devices, provides our Board with valuable strategic and technical expertise necessary to direct a diverse medical device company.
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•
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the integrity of our financial statements, financial reporting process, system of internal controls over financial reporting, and audit process;
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•
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our compliance with, and process for monitoring compliance with, legal and regulatory requirements;
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•
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our independent registered public accounting firm’s qualifications and independence; and
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•
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the performance of our independent registered public accounting firm.
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•
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developing and evaluating potential candidates for executive positions;
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•
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reviewing and recommending to the Board each year the objectives that will be the basis for the payment of the annual incentive compensation to the CEO;
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•
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reviewing and recommending to the full board the compensation for the CEO
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•
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reviewing our CEO’s performance annually in light of the Compensation Committee’s established goals and objectives;
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•
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reviewing and approving the evaluation process, compensation structure and payouts for our other executive officers annually and overseeing the CEO’s decisions concerning the performance and compensation of our other executive officers; and
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•
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reviewing and administering our incentive compensation and other stock-based plans and recommending changes in such plans to the Board, as needed.
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•
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assisting the Board in identifying individuals qualified to serve as directors of our Company and on committees of the Board and assessing the background and qualifications of director candidates;
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•
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advising the Board with respect to Board composition, procedures and committees;
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•
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developing and recommending to the Board a set of corporate governance principles applicable to our Company, including principles for determining the form and amount of director compensation; and
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•
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overseeing the evaluation of the Board.
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•
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whether each such nominee has demonstrated, by significant accomplishment in the nominee’s field, an ability to make a meaningful contribution to the Board’s oversight of the business and affairs of our Company; and
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•
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the nominee’s reputation for honesty and ethical conduct in the nominee’s personal and professional activities.
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Name of Beneficial Owner
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Number of
Shares of
Common Stock
Owned as of
August 24,
2018
(a)
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% of
Outstanding
Shares
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Number
of Shares
Beneficially
Owned, Number
that May be
Acquired
Within 60 Days
of August 24,
2018
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|||
5% Owners
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|||
BlackRock, Inc.
55 East 52
nd
Street
New York, NY 10022
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4,730,396
(b)
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12.8
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%
|
—
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Dimensional Fund Advisors LP
Palisades West, Building One
6300 Bee Cave Road
Austin, TX, 78746
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3,099,116
(c)
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8.4
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%
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—
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The Vanguard Group
100 Vanguard Boulevard
Malvern, PA 19355
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2,038,599
(d)
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5.5
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%
|
—
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Non-Employee Directors
|
|
|
|
|||
Eileen O. Auen
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14,226
|
|
*
|
|
6,250
|
|
Howard W. Donnelly
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83,207
|
|
*
|
|
22,712
|
|
Jeffrey G. Gold
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88,604
|
|
*
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|
29,362
|
|
Kevin J. Gould
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76,492
|
|
*
|
|
29,362
|
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Wesley E. Johnson, Jr.
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75,565
|
|
*
|
|
29,362
|
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Steven R. LaPorte
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88,350
|
|
*
|
|
29,362
|
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Dennis S. Meteny
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97,718
|
|
*
|
|
29,362
|
|
Jan Stern Reed
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14,542
|
|
*
|
|
6,250
|
|
Named Executive Officers
|
|
|
|
|||
James C. Clemmer
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206,421
|
|
*
|
|
156,729
|
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Michael C. Greiner
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59,337
|
|
*
|
|
55,441
|
|
Robert A. Simpson
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18,579
|
|
*
|
|
15,785
|
|
David D. Helsel
|
—
|
|
*
|
|
—
|
|
Stephen A. Trowbridge
|
80,486
|
|
*
|
|
51,491
|
|
All directors and executive officers as a group (18 persons)
(e)
|
1,042,975
|
|
2.8
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%
|
584,892
|
|
*
|
Represents less than one percent of the number of shares outstanding at August 24, 2018.
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(a)
|
Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Under those rules, although not outstanding, shares of common stock subject to options that are exercisable or will become exercisable within 60 days of August 24, 2018 and restricted stock units that will vest within 60 days of August 24, 2018 are deemed to be outstanding and to be beneficially owned by the person holding the securities for the purpose of computing the percentage ownership of the person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
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(b)
|
Share ownership information based upon a Schedule 13G/A filed by BlackRock, Inc. on January 19, 2018. According to the Schedule 13G/A, Blackrock, Inc. has sole voting power with respect to 4,658,683 shares and sole dispositive power with respect to 4,730,396 shares.
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(c)
|
Share ownership information is based upon a Schedule 13G/A filed by Dimensional Fund Advisors LP on February 9, 2018. According to the Schedule 13G/A, Dimensional Fund Advisors serves as investment adviser to four investment
|
(d)
|
Share ownership information is based upon a Schedule 13G filed by the Vanguard Group on February 8, 2018. According to the Schedule 13G, the Vanguard Group has sole voting power with respect to 41,124 shares, shared voting power with respect to 3,371 shares, sole dispositive power with respect to 1,997,644 shares and shared dispositive power with respect to 40,955 shares. According to the 13G, Vanguard Fiduciary Trust Company ("VFTC"), a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 37,224 shares or .10% of the Common Stock outstanding of the Company as a result of its serving as investment manager of collective trust accounts. According to the 13 G, Vanguard Investments Australia, Ltd. ("VIA"), a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 7,631 shares or
.02% of the Common Stock outstanding of the Company as a result of its serving as investment manager of Australian investment offerings.
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(e)
|
Includes all of the persons identified as non-employee directors and named executive officers and Mr. Benjamin Davis, SVP Business Development, Mr. Warren Nighan, SVP RA/QA, Mr. Chad Campbell, SVP and GM-Vascular Access, and Ms. Heather Daniels, SVP Human Resources. Mr. Davis owns 53,731 shares of common stock, including 47,060 shares that may be acquired within 60 days of August 24, 2017. Mr. Nighan owns 17,843 shares of common stock, including 15,486 shares that may be acquired within 60 days of August 24, 2017. Mr. Campbell owns 50,747 shares of common stock, including 45,810 shares that may be acquired within 60 days of August 24, 2017. Ms. Daniels owns 17,127 shares of common stock, including 15,068 shares that may be acquired within 60 days of August 24, 2017.
|
|
(a)
|
(b)
|
(c)
|
||
Plan Category
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
(2)
|
Number of securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in column (a))
(3)
|
||
Equity compensation plans approved by security holders
|
2,147,771
(1)
|
|
$15.86
|
1,571,428
|
|
Equity compensation plans not approved by security holders
|
475,000
(4)
|
|
$12.14
|
None
|
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Total
|
2,622,771
|
|
$15.42
|
1,571,428
|
|
(1)
|
Includes (i) 1,496,413 stock options with a weighted-average exercise price of $15.86, (ii) 449,502 restricted stock units, and (iii) 201,856 performance share awards.
|
(2)
|
Because there is no exercise price associated with restricted stock units and performance share awards, such equity awards are not included in the calculation of the weighted-average exercise price shown here.
|
(3)
|
Reflects the number of securities remaining available for future issuance under the AngioDynamics, Inc. 2004 Stock and Incentive Award Plan, as amended.
|
(4)
|
Includes (i) 200,000 stock options with a weighted-average exercise price of $12.14, (ii) 25,000 restricted stock units, and (iii) 250,000 performance share awards. On April 1, 2016, the Company entered into an employment agreement with James C. Clemmer to secure his service as President and Chief Executive Officer of the Company. As part of his employment agreement, the Company granted Mr. Clemmer 250,000 performance share awards, 200,000 options at an exercise price of $12.14, and 50,000 restricted stock units (25,000 vested prior to May 31, 2018). The awards were granted as an inducement material to Mr. Clemmer’s entering into employment with the Company, within the meaning of Nasdaq Listing Rule 5635.
|
•
|
align our executive officers’ compensation with our business objectives and the interests of our shareholders;
|
•
|
enable us to attract, motivate and retain the level of successful, qualified senior executive leadership talent necessary to achieve our long-term goals; and
|
•
|
reward performance, company growth and advancement of our long-term strategic initiatives.
|
•
|
exclusively design, develop, manufacture, and market medical devices;
|
•
|
market and sell products primarily through a direct sales force;
|
•
|
are publicly traded on the Nasdaq or NYSE stock exchanges and have at least one published proxy statement;
|
•
|
have revenues, market value, and an employee size of a minimum of approximately 50% of, and up to approximately 200% of our expected revenues, market size and employee count for the next fiscal year; and
|
•
|
are generally profitable.
|
•
|
offer a total compensation package that takes into consideration the compensation practices of similarly situated companies with which we compete for exceptional senior level talent;
|
•
|
provide annual cash incentive awards relative to attaining certain pre-determined financial metrics, along with completion of individual objectives;
|
•
|
align financial incentives with shareholders’ interests through significant equity-based incentives to senior management; and
|
•
|
reward overachievement of goals with programs designed to have significant upside bonus opportunity for participants.
|
Accuray
|
DexCom, Inc.
|
Merit Medical Systems, Inc.
|
Conmed Corporation
|
Exactech, Inc.
|
Natus Medical Incorporated
|
Cantel Medical Corp.
|
ICU Medical, Inc.
|
NxStage Medical, Inc.
|
Cynosure, Inc.
|
Masimo Corporation
|
RTI Surgical, Inc.
|
|
|
The Spectranetics Corporation
|
1)
|
Compiled information to form the basis of the survey, including analyzing and selecting peer companies, analyzing our historical and current compensation practices and philosophies, and determining the positions to be included in the survey, with the assistance of the Compensation Committee and other key contributors.
|
2)
|
Performed a proxy review using peer group data and other industry specific surveys to analyze base salary, total cash compensation, and long-term incentives paid to executives and summarized its findings in the form of a competitive pay analysis.
|
3)
|
Presented recommendations for comprehensive executive plan strategy and pay structure for the next fiscal year, including base salary levels, design of the annual bonus program, and amount and allocation of short-term and long-term incentive compensation components.
|
Name
|
Fiscal 2017
Base Salary
|
Fiscal 2018
Base Salary
|
Percentage
Increase
|
Fiscal 2019
Base Salary
|
Percentage
Increase
|
||||||||
James C. Clemmer
|
$
|
625,000
|
|
$
|
650,000
|
|
4
|
%
|
$
|
700,000
|
|
8
|
%
|
Michael C. Greiner
|
$
|
370,000
|
|
$
|
410,000
|
|
11
|
%
|
$
|
422,000
|
|
3
|
%
|
David D. Helsel
|
N/A
|
|
$
|
315,000
|
|
N/A
|
|
$
|
341,000
|
|
8
|
%
|
|
Robert A. Simpson
|
$
|
330,000
|
|
$
|
330,000
|
|
—
|
%
|
$
|
340,000
|
|
3
|
%
|
Stephen A. Trowbridge
|
$
|
314,000
|
|
$
|
327,000
|
|
4
|
%
|
$
|
337,000
|
|
3
|
%
|
Name
|
Target as a
Percentage of Base Salary
|
Actual Payout as a
Percentage of Base Salary
|
||
James C. Clemmer
|
100
|
%
|
42
|
%
|
Michael C. Greiner
|
65
|
%
|
27
|
%
|
David D. Helsel
(1)
|
45
|
%
|
19
|
%
|
Robert A. Simpson
|
45
|
%
|
19
|
%
|
Stephen A. Trowbridge
|
45
|
%
|
19
|
%
|
(1)
|
Mr. Helsel joined the Company effective December 18, 2017, his target incentive amount for our fiscal year ended May 31, 2018 was subject to a pro rata adjustment.
|
TSR Performance
Percentile Rank
|
Performance Share Awards
as a Percent of Target
|
75th Percentile or above
|
200%
|
50th Percentile
|
100%
|
25th Percentile
|
50%
|
Below 25th Percentile
|
0%
|
Abiomed Inc.
|
Digirad Corp
|
Masimo Corporation
|
Accuray Inc.
|
Edwards Lifesciences Corporation
|
Merit Medical Systems, Inc.
|
AlphaTec Holdings Inc.
|
Endologix, Inc.
|
Mine Safety Appliances Company
|
Articure, Inc.
|
Haemonetics Corporation
|
Natus Medical Incorporated
|
Atrion Corporation
|
ICU Medical, Inc.
|
NuVasive, Inc.
|
Becton, Dickinson & Company
|
Insulet Corporation
|
Resmed Inc.
|
Boston Scientific Corporation
|
Integra Lifesciences Holdings Corporation
|
RTI Surgical, Inc.
|
Cantel Medical Corp.
|
Intricon Corporation
|
Stryker Corporation
|
Conmed Corporation
|
Intuitive Surgical, Inc.
|
Teleflex Incorporated
|
CryoLife, Inc.
|
Invacare Corporation
|
Varian Medical Systems, Inc.
|
Cutera, Inc.
|
Lakeland Industries Inc.
|
Zimmer Biomed
|
Dexcom, Inc.
|
Lemaitre Vascular, Inc.
|
|
Executive Officer
|
Number of Options
|
|
James C. Clemmer
|
77,627
|
|
Michael C. Greiner
|
21,762
|
|
David D. Helsel
(1)
|
N/A
|
|
Robert A. Simpson
|
13,137
|
|
Stephen A. Trowbridge
|
13,018
|
|
(1)
|
Mr. Helsel joined the Company on December 18, 2017. The Compensation Committee granted 50,000 options to Mr. Helsel on December 18, 2017.
|
Executive Officer
|
Number of Restricted Stock Units
|
|
James C. Clemmer
|
22,092
|
|
Michael C. Greiner
|
6,193
|
|
David D. Helsel
(1)
|
N/A
|
|
Robert A. Simpson
|
3,739
|
|
Stephen A. Trowbridge
|
3,705
|
|
(1)
|
Mr. Helsel joined the Company on December 18, 2017. The Compensation Committee granted 10,000 restricted stock units to Mr. Helsel on December 18, 2017.
|
Executive Officer
|
Target Number of Performance Shares
|
|
James C. Clemmer
|
44,184
|
|
Michael C. Greiner
|
12,387
|
|
David D. Helsel
(1)
|
N/A
|
|
Robert A. Simpson
|
7,477
|
|
Stephen A. Trowbridge
|
7,409
|
|
•
|
The elimination of the executive’s job or position;
|
•
|
The relocation of the executive’s job or position to a location in excess of 60 miles from the current location of employment; or
|
•
|
Divestment of the executive’s business or business unit, unless the acquiring/successor entity offers continuing employment that does not involve a major relocation, as described above.
|
•
|
Terminations for performance reasons, including, but not limited to, violating work rules;
|
•
|
Voluntary resignations;
|
•
|
In the event of an asset or stock sale, where the executive continues employment with a successor in interest to AngioDynamics or any of either its or AngioDynamics’ subsidiaries, affiliates or joint ventures; or
|
•
|
A transfer or reassignment of the executive to another location, division, subsidiary, affiliate or joint venture that does not result in relocation as described above.
|
Service Completed
|
Severance Payment
|
Less than 3 years of service
|
1 months' base salary
|
3-5 years of service
|
2 months' base salary
|
6-9 years of service
|
3 months' base salary
|
10-12 years of service
|
4 months' base salary
|
13+ years of service
|
6 months' base salary
|
•
|
Vice Presidents: an additional 4 months of base salary; and
|
•
|
Sr. Vice Presidents: an additional 6 months of base salary.
|
•
|
targeting base salary at or near the 50
th
percentile of comparable companies, providing meaningful compensation at a fixed level;
|
•
|
designing total compensation programs to comprise a meaningful amount of long-term incentive compensation;
|
•
|
balancing the composition of the Company’s long-term incentive program to include time based restricted stock units and stock options to go along with relative TSR performance shares;
|
•
|
capping the total payout of short-term cash incentive opportunities; and
|
•
|
adopting a code of ethics and business conduct applicable to all employees and directors.
|
Name and Principal
Position
|
Fiscal
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
(1)
|
Option
Awards
($)
(2)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
(3)
($)
|
All Other
Compensation
(4)
($)
|
Total ($)
|
||||||||
James C. Clemmer
(5)
|
2018
|
643,269
|
|
—
|
|
1,418,527
|
|
366,586
|
|
273,000
|
|
—
|
|
41,239
|
|
2,742,621
|
|
President, CEO
|
2017
|
625,000
|
|
—
|
|
351,559
|
|
351,713
|
|
490,625
|
|
—
|
|
18,962
|
|
1,837,859
|
|
|
2016
|
84,135
|
|
—
|
|
4,847,000
|
|
706,700
|
|
—
|
|
—
|
|
2,423
|
|
5,640,258
|
|
Michael C. Greiner
(6)
|
2018
|
399,231
|
|
—
|
|
397,676
|
|
102,769
|
|
111,930
|
|
—
|
|
31,431
|
|
1,043,037
|
|
EVP, CFO
|
2017
|
280,346
|
|
100,000
|
|
612,900
|
|
452,970
|
|
177,600
|
|
—
|
|
47,310
|
|
1,671,126
|
|
David D. Helsel
(7)
|
2018
|
133,481
|
|
—
|
|
410,300
|
|
252,110
|
|
24,846
|
|
—
|
|
6,092
|
|
826,829
|
|
SVP, Global Operations and R&D
|
|
|
|
|
|
|
|
|
|
||||||||
Robert A. Simpson
(8)
|
2018
|
330,000
|
|
—
|
|
240,057
|
|
62,038
|
|
62,370
|
|
—
|
|
124,204
|
|
818,669
|
|
SVP and GM, Peripheral Vascular
|
2017
|
100,269
|
|
—
|
|
839,250
|
|
243,015
|
|
39,600
|
|
—
|
|
5,830
|
|
1,227,964
|
|
Stephen A. Trowbridge
|
2018
|
323,342
|
|
—
|
|
237,874
|
|
61,476
|
|
61,751
|
|
—
|
|
34,173
|
|
718,616
|
|
SVP and General Counsel
|
2017
|
311,695
|
|
—
|
|
213,059
|
|
57,213
|
|
113,097
|
|
—
|
|
23,050
|
|
718,114
|
|
|
2016
|
302,275
|
|
—
|
|
190,429
|
|
68,306
|
|
61,810
|
|
—
|
|
29,972
|
|
652,792
|
|
(1)
|
Stock Awards:
The stock awards column represents aggregate grant date fair value of restricted stock unit awards and performance share awards granted in the respective fiscal year as computed in accordance with FASB ASC Topic 718, Compensation - Stock Compensation. Accordingly, the grant date fair value of restricted stock units was determined by multiplying the number of restricted stock units by the closing stock price on the date of grant, while the grant date fair value of performance share awards was determined using a Monte Carlo simulation. The assumptions used in the valuation of stock-based awards are discussed in Note 13 to our Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2018. The table below shows the grant date fair value of the performance share awards included in the stock awards column for each year, and the maximum grant date value assuming that the highest level of performance conditions was achieved:
|
|
|
Performance Shares
|
||||||||
Name
|
|
Grant Date
|
|
Grant Date Fair Value
|
|
Maximum Grant Date Value
|
||||
James C. Clemmer
|
|
7/26/2017
|
|
$
|
1,052,905
|
|
|
$
|
2,105,810
|
|
|
|
4/1/2016
|
|
$
|
4,240,000
|
|
|
$
|
8,480,000
|
|
Michael C. Greiner
|
|
7/26/2017
|
|
$
|
295,182
|
|
|
$
|
590,364
|
|
|
|
8/18/2016
|
|
$
|
452,200
|
|
|
$
|
904,400
|
|
David D. Helsel
|
|
12/18/2017
|
|
$
|
238,300
|
|
|
$
|
476,600
|
|
Robert A. Simpson
|
|
7/26/2017
|
|
$
|
178,177
|
|
|
$
|
356,354
|
|
|
|
7/27/2016
|
|
$
|
678,300
|
|
|
$
|
1,356,600
|
|
Stephen A. Trowbridge
|
|
7/26/2017
|
|
$
|
176,556
|
|
|
$
|
353,112
|
|
|
|
7/27/2016
|
|
$
|
155,873
|
|
|
$
|
311,746
|
|
|
|
7/22/2015
|
|
$
|
121,797
|
|
|
$
|
243,594
|
|
(2)
|
Option Awards:
The option awards column represents the aggregate grant date fair value of stock option awards granted in the respective fiscal year as computed in accordance with FASB ASC Topic 718, Compensation - Stock Compensation. The fair value of each stock option award is estimated on the grant date using the Black-Scholes option valuation model. The assumptions used in the valuation of stock-based awards are discussed in Note 13 to our Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2018.
|
(3)
|
For each of the Named Executive Officers, the amounts reported in Non-Equity Incentive Plan Compensation include the payments under our fiscal 2018 annual cash incentive program, as described above under “Annual Cash Incentives.”
|
(4)
|
For each of the Named Executive Officers, the amounts reported in All Other Compensation include amounts we contributed as matching contributions under the 401(k) Plan, car allowance and reimbursement for relocation expenses in connection with commencement of employment and are provided in the table below.
|
Name
|
Fiscal Year
|
401 (k) Match ($)
|
Car Allowance ($)
|
Relocation ($)
|
Total All Other Compensation ($)
|
||||
James C. Clemmer
|
2018
|
23,239
|
|
18,000
|
|
—
|
|
41,239
|
|
|
2017
|
962
|
|
18,000
|
|
—
|
|
18,962
|
|
|
2016
|
—
|
|
2,423
|
|
—
|
|
2,423
|
|
Michael C. Greiner
|
2018
|
17,031
|
|
14,400
|
|
—
|
|
31,431
|
|
|
2017
|
—
|
|
10,911
|
|
36,399
|
|
47,310
|
|
David D. Helsel
|
2018
|
—
|
|
6,092
|
|
—
|
|
6,092
|
|
Robert A. Simpson
|
2018
|
6,854
|
|
14,400
|
|
102,950
|
|
124,204
|
|
|
2017
|
—
|
|
4,375
|
|
1,455
|
|
5,830
|
|
Stephen A. Trowbridge
|
2018
|
16,506
|
|
17,667
|
|
—
|
|
34,173
|
|
|
2017
|
15,737
|
|
7,313
|
|
—
|
|
23,050
|
|
|
2016
|
16,126
|
|
13,846
|
|
—
|
|
29,972
|
|
Name
|
Grant
Date
(2)
|
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards
(1)
|
Estimated Future Payouts
Under Equity Incentive
Plan Awards
|
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units (#)
|
All Other
Option
Awards:
Number of
Securities
Under-
lying
Options
(#)
(4)
|
Exercise
or Base
Price of
Option
Awards
($/Sh)
|
Grant
Date Fair
Market
Value of
Stock
and
Option
Awards
(5)
($)
|
|||||||||||||||
Threshold
(3)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
|||||||||||||||||
James C. Clemmer
|
—
|
|
81,250
|
|
650,000
|
|
1,300,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
7/26/2017
|
|
—
|
|
—
|
|
—
|
|
22,092
|
|
44,184
|
|
88,368
|
|
—
|
|
—
|
|
—
|
|
1,052,905
|
|
|
7/26/2017
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
22,092
|
|
—
|
|
—
|
|
365,623
|
|
|
7/26/2017
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
77,627
|
|
16.55
|
|
366,586
|
|
Michael C. Greiner
|
—
|
|
33,313
|
|
266,500
|
|
533,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
7/26/2017
|
|
—
|
|
—
|
|
—
|
|
6,194
|
|
12,387
|
|
24,774
|
|
—
|
|
—
|
|
—
|
|
295,182
|
|
|
7/26/2017
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
6,193
|
|
—
|
|
—
|
|
102,494
|
|
|
7/26/2017
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
21,762
|
|
16.55
|
|
102,769
|
|
David D. Helsel
|
—
|
|
7,395
|
|
59,156
|
|
118,312
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
12/18/2017
|
|
—
|
|
—
|
|
—
|
|
5,000
|
|
10,000
|
|
20,000
|
|
—
|
|
—
|
|
—
|
|
238,300
|
|
|
12/18/2017
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
10,000
|
|
—
|
|
—
|
|
172,000
|
|
|
12/18/2017
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
50,000
|
|
17.20
|
|
252,110
|
|
Robert A. Simpson
|
—
|
|
15,188
|
|
148,500
|
|
297,000
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
7/26/2017
|
|
—
|
|
—
|
|
—
|
|
3,739
|
|
7,477
|
|
14,954
|
|
—
|
|
—
|
|
—
|
|
178,177
|
|
|
7/26/2017
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
3,739
|
|
—
|
|
—
|
|
61,880
|
|
|
7/26/2017
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
13,137
|
|
16.55
|
|
62,038
|
|
Stephen A. Trowbridge
|
—
|
|
18,378
|
|
147,026
|
|
294,052
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
7/26/2017
|
|
—
|
|
—
|
|
—
|
|
3,705
|
|
7,409
|
|
14,818
|
|
—
|
|
—
|
|
—
|
|
176,556
|
|
|
7/26/2017
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
3,705
|
|
—
|
|
—
|
|
61,318
|
|
|
7/26/2017
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
13,018
|
|
16.55
|
|
61,476
|
|
(1)
|
The amounts shown under “Estimated Future Payouts under Non-Equity Incentive Plan Awards” represent the threshold, target, and maximum amounts payable under our fiscal 2018 annual cash incentive program, as described above under “Annual Cash Incentives.”
|
(2)
|
Grant Date pertains to the fiscal 2018 stock option, restricted stock unit, and performance share awards.
|
(3)
|
Threshold represents the minimum amount earned if one of the financial metrics under the plan on which 20% of the bonus is based were achieved at the minimum level needed for any payment.
|
(4)
|
In accordance with the terms of the 2004 Plan, these options were granted at 100% of the closing market price on the date of grant, or if such date was not a trading day, the average of the high and low sale prices of our common stock on the most recent prior trading day. These options have a ten-year term. Generally, all options become exercisable as to 25% of the shares on each of the first four anniversary dates of the date of grant.
|
(5)
|
Represents grant-date fair value based on FASB ASC 718 for fiscal 2018 equity grants. The assumptions used in the valuation of stock-based awards are discussed in Note 13 to our Audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2018.
|
|
Option Awards
(1)
|
|
Stock Awards
(2)
|
||||||||||||||||
|
|
Number of Securities
Underlying Unexercised
Options (#)
|
|
|
|
|
Shares or Units of
Stock That Have
Not Vested
|
|
Equity Incentive Plan
Awards: Number of
Unearned Shares,
Units or Other Rights
That Have Not Vested
|
||||||||||
Name
|
Option Grant Date
|
Exercisable
|
Unexercisable
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
|
Grant Date
|
Number (#)
(3)
|
Market Value ($)
|
Grant Date
|
Number (#)
(4)
|
Market or Payout Value ($)
|
|||||||
James C. Clemmer
|
4/4/16
|
100,000
|
|
100,000
|
|
12.14
|
|
4/4/23
|
|
4/4/16
|
25,000
|
|
303,500
|
|
4/1/16
|
250,000
|
|
4,240,000
|
|
7/27/16
|
18,661
|
|
55,981
|
|
16.59
|
|
7/27/23
|
|
7/27/16
|
15,894
|
|
263,681
|
|
7/26/17
|
44,184
|
|
1,052,905
|
|
|
7/26/17
|
—
|
|
77,627
|
|
16.55
|
|
7/26/27
|
|
7/26/17
|
22,092
|
|
365,623
|
|
|
|
|
|||
Michael C. Greiner
|
8/18/16
|
25,000
|
|
75,000
|
|
16.07
|
|
8/18/23
|
|
8/18/16
|
7,500
|
|
120,525
|
|
8/18/16
|
20,000
|
|
452,200
|
|
7/26/17
|
—
|
|
21,762
|
|
16.55
|
|
7/26/27
|
|
7/26/17
|
6,193
|
|
102,494
|
|
7/26/17
|
12,387
|
|
295,182
|
|
|
David D. Helsel
|
12/18/17
|
—
|
|
50,000
|
|
17.20
|
|
12/18/27
|
|
12/18/17
|
10,000
|
|
169,600
|
|
12/18/17
|
10,000
|
|
238,300
|
|
Robert A. Simpson
|
1/31/17
|
12,500
|
|
37,500
|
|
16.10
|
|
1/31/24
|
|
1/31/17
|
7,500
|
|
120,750
|
|
1/31/17
|
30,000
|
|
678,300
|
|
7/26/17
|
—
|
|
13,137
|
|
16.55
|
|
7/26/27
|
|
7/26/17
|
3,739
|
|
61,880
|
|
7/26/17
|
7,477
|
|
178,177
|
|
|
Stephen A. Trowbridge
|
8/6/13
|
17,470
|
|
—
|
|
11.92
|
|
8/6/20
|
|
7/25/14
|
1,184
|
|
16,659
|
|
7/22/15
|
5,737
|
|
121,797
|
|
7/25/14
|
10,219
|
|
3,406
|
|
14.07
|
|
7/25/21
|
|
4/24/15
|
3,750
|
|
64,125
|
|
7/27/16
|
6,894
|
|
155,873
|
|
|
7/22/15
|
7,380
|
|
7,378
|
|
15.95
|
|
7/22/22
|
|
7/22/15
|
2,152
|
|
34,324
|
|
7/26/17
|
7,409
|
|
176,556
|
|
|
7/27/16
|
3,036
|
|
9,106
|
|
16.59
|
|
7/27/23
|
|
7/27/16
|
2,586
|
|
42,902
|
|
|
|
|
|||
7/26/17
|
—
|
|
13,018
|
|
16.55
|
|
7/26/27
|
|
7/26/17
|
3,705
|
|
61,318
|
|
|
|
|
(1)
|
Stock options vest 25% on each of the first four anniversaries following the grant date.
|
(2)
|
The value of restricted stock units and performance share awards is determined using the closing price of our common stock on May 31, 2018 ($21.03).
|
(3)
|
Restricted stock units vest 25% on each of the first four anniversaries following the grant date.
|
(4)
|
Performance share awards vest on the three-year anniversary of the grant date, subject to achievement of performance metrics. The performance share awards in this table reflect the target amount of shares that were granted.
|
|
Option Awards
|
Stock Awards
|
||||||
Name
|
Number of Shares
Acquired on Exercise
(#)
|
Value Realized
on Exercise
($)
|
Number of Shares
Acquired on Vesting
(#)
|
Value Realized
on Vesting
($)
|
||||
James C. Clemmer
|
—
|
|
—
|
|
17,797
|
|
323,534
|
|
Michael C. Greiner
|
—
|
|
—
|
|
2,500
|
|
42,750
|
|
David D. Helsel
|
—
|
|
—
|
|
—
|
|
—
|
|
Robert A. Simpson
|
—
|
|
—
|
|
2,500
|
|
43,525
|
|
Stephen A. Trowbridge
|
—
|
|
—
|
|
8,212
|
|
148,740
|
|
Name
|
Severance Amount
|
Prorated Bonus
|
Accelerated Vesting of Stock Options (1)
|
Restricted Stock Unit and Performance Share Vesting (2)
|
Total (3)
|
||||||||||
James C. Clemmer
|
|
|
|
|
|
||||||||||
Termination without Cause
|
$
|
975,000
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
975,000
|
|
Death
|
$
|
—
|
|
$
|
—
|
|
$
|
1,485,324
|
|
$
|
534,770
|
|
$
|
2,020,094
|
|
Disability
|
$
|
—
|
|
$
|
—
|
|
$
|
1,485,324
|
|
$
|
534,770
|
|
$
|
2,020,094
|
|
Retirement
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Change in Control (No Termination)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Change in Control + Qualified Termination
|
$
|
1,650,000
|
|
$
|
273,000
|
|
$
|
1,485,324
|
|
$
|
7,511,285
|
|
$
|
10,919,609
|
|
Michael C. Greiner
|
|
|
|
|
|
||||||||||
Termination without Cause
|
$
|
410,000
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
410,000
|
|
Death
|
$
|
—
|
|
$
|
—
|
|
$
|
469,494
|
|
$
|
96,138
|
|
$
|
565,632
|
|
Disability
|
$
|
—
|
|
$
|
—
|
|
$
|
469,494
|
|
$
|
96,138
|
|
$
|
565,632
|
|
Retirement
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Change in Control (No Termination)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Change in Control + Qualified Termination
|
$
|
820,000
|
|
$
|
111,930
|
|
$
|
469,494
|
|
$
|
969,062
|
|
$
|
2,370,486
|
|
David D. Helsel
|
|
|
|
|
|
||||||||||
Termination without Cause
|
$
|
315,000
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
315,000
|
|
Death
|
$
|
—
|
|
$
|
—
|
|
$
|
191,500
|
|
$
|
21,906
|
|
$
|
213,406
|
|
Disability
|
$
|
—
|
|
$
|
—
|
|
$
|
191,500
|
|
$
|
21,906
|
|
$
|
213,406
|
|
Retirement
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Change in Control (No Termination)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Change in Control + Qualified Termination
|
$
|
630,000
|
|
$
|
24,846
|
|
$
|
191,500
|
|
$
|
420,600
|
|
$
|
1,266,946
|
|
Robert A. Simpson
|
|
|
|
|
|
||||||||||
Termination without Cause
|
$
|
330,000
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
330,000
|
|
Death
|
$
|
—
|
|
$
|
—
|
|
$
|
243,729
|
|
$
|
68,956
|
|
$
|
312,685
|
|
Disability
|
$
|
—
|
|
$
|
—
|
|
$
|
243,729
|
|
$
|
68,956
|
|
$
|
312,685
|
|
Retirement
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Change in Control (No Termination)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Change in Control + Qualified Termination
|
$
|
660,000
|
|
$
|
62,370
|
|
$
|
243,729
|
|
$
|
1,024,498
|
|
$
|
1,990,597
|
|
Stephen A. Trowbridge
|
|
|
|
|
|
||||||||||
Termination without Cause
|
$
|
327,000
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
327,000
|
|
Death
|
$
|
—
|
|
$
|
—
|
|
$
|
159,937
|
|
$
|
157,872
|
|
$
|
317,809
|
|
Disability
|
$
|
—
|
|
$
|
—
|
|
$
|
159,937
|
|
$
|
157,872
|
|
$
|
317,809
|
|
Retirement
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Change in Control (No Termination)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Change in Control + Qualified Termination
|
$
|
654,000
|
|
$
|
61,751
|
|
$
|
159,937
|
|
$
|
702,760
|
|
$
|
1,578,448
|
|
(1)
|
Amounts in the “Accelerated Vesting of Stock Options” column represent the value of the number of each named executive officer’s in-the-money stock option awards that would have been eligible for accelerated or continued vesting upon a termination and/or change in control occurring on May 31, 2018, calculated by multiplying the number of shares underlying such in-the-money unvested stock options held by each named executive officer by the difference between that option’s exercise price and $21.03 (the closing price of our common stock on May 31, 2018, as reported on Nasdaq).
|
(2)
|
Amounts in the “Restricted Stock Unit and Performance Share Vesting” column represent the value of the number of each named executive officer’s restricted stock units and performance share awards that would have been eligible for accelerated or continued vesting upon a termination and/or change in control occurring on May 31, 2018, calculated by multiplying the number of such restricted stock units and target number of performance share awards by $21.03 (the closing price of our common stock on May 31, 2018, as reported on Nasdaq), with proration in the applicable circumstances. See the discussion above under “Potential Payments Upon Termination or Change in Control-Equity Acceleration under the 2004 Plan” for a description of the applicable vesting provisions.
|
(3)
|
The totals shown here do not take into account the application of any “best-after-tax” cutback that may apply if an executive’s payments would otherwise be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code.
|
•
|
the median of the annual total compensation of all AngioDynamics’ employees (other than Mr. Clemmer) was $41,995; and
|
•
|
the annual total compensation of Mr. Clemmer as reported in the “Total” column of the Summary Compensation Table in this Proxy Statement was $2,742,621.
|
Name
|
Fees Earned
or Paid in
Cash ($)
|
Stock
Awards
($)
(1)
|
Total
($)
|
|||
Howard W. Donnelly
|
110,000
|
|
132,003
|
|
242,003
|
|
Jeffrey G. Gold
|
70,000
|
|
132,003
|
|
202,003
|
|
Kevin J. Gould
|
72,500
|
|
132,003
|
|
204,503
|
|
Wesley E. Johnson, Jr.
|
76,000
|
|
132,003
|
|
208,003
|
|
Steven R. LaPorte
|
67,500
|
|
132,003
|
|
199,503
|
|
Dennis S. Meteny
|
80,000
|
|
132,003
|
|
212,003
|
|
Eileen Auen
|
62,500
|
|
132,003
|
|
194,503
|
|
Jan Stern Reed
|
65,000
|
|
132,003
|
|
197,003
|
|
(1)
|
Represents grant-date fair value based on FASB ASC 718.
|
|
2018
|
|
2017
|
||||
Audit Fees - Deloitte & Touche LLP
|
$
|
1,094
|
|
|
$
|
1,293
|
|
Audit Fees - PricewaterhouseCoopers LLP
|
18
|
|
|
180
|
|
||
Audit-Related Fees - PricewaterhouseCoopers LLP
|
—
|
|
|
2
|
|
||
Tax Fees - Deloitte & Touche LLP
|
—
|
|
|
16
|
|
||
Tax Fees - PricewaterhouseCoopers LLP
|
—
|
|
|
116
|
|
||
|
$
|
1,112
|
|
|
$
|
1,607
|
|
1.
|
Audit
services include audit work performed on the financial statements and internal control over financial reporting, as well as work that generally only the independent registered public accounting firm can reasonably be expected to provide, including comfort letters, statutory audits, and discussions surrounding the proper application of financial accounting and/or reporting standards.
|
2.
|
Audit-Related
services are for assurance and related services that are traditionally performed by the independent registered public accounting firm, including due diligence related to mergers and acquisitions and special procedures required to meet certain regulatory requirements.
|
3.
|
Tax
services include all services, except those services specifically related to the audit of the financial statements, performed by the independent registered public accounting firm’s tax personnel, including tax analysis, assisting with coordination of execution of tax related activities, primarily in the area of corporate tax planning, supporting other tax-related regulatory requirements and tax compliance and reporting.
|
4.
|
Other Fees
are those associated with services not captured in the other categories. We generally do not request such services from the independent registered public accounting firm.
|
|
|
|
A participant may not be granted rights under the ESPP and all other employee stock purchase plans of AngioDynamics and its subsidiaries to purchase more than $25,000 worth of common stock (determined based on fair market value of the stock on the first day of the offering period) for each calendar year in which the offering period is in effect; and
|
|
|
|
No Participant may purchase more than $9,000 worth of common stock on any one purchase date.
|
|
(a)
|
“Affiliate” means an affiliate as defined in Rule 12b-2 promulgated under Section 12 of the Exchange Act.
|
|
(b)
|
“Allied Enterprise” means a business enterprise, other than the Company or a Subsidiary, in which the Committee determines the Company has a significant interest, contingent or otherwise. E-Z-EM, Inc. shall be deemed to be an Allied Enterprise while it is an Affiliate of the Company.
|
|
(c)
|
“Appreciation-Only Award” means (i) Options and Stock Appreciation Rights the exercise price of which is equal to at least 100% of Fair Market Value on the date on which the Options or Stock Appreciation Rights are granted, and (ii) Linked Stock Appreciation Rights that are granted as an alternative to the related Option after the date of grant of such Option, the exercise price of which Stock Appreciation Rights is equal to at least 100% of Fair Market Value on the date on which such Option was granted.
|
|
(d)
|
“Award” means an award granted under this Plan in one of the forms provided for in Section 3(a).
|
|
(e)
|
“Beneficiary” means a person or entity (including but not limited to a trust or estate), designated in writing by a Service Provider or other rightful holder of an Award, on such forms and in accordance with such terms and conditions as the Committee may prescribe, to whom such Service Provider’s or other rightful holder’s rights under the Plan shall pass in the event of the death of such Service Provider or other rightful holder. In the event that the person or entity so designated is not living or in existence at the time of the death of the Service Provider or other rightful holder of the Award, or in the event that no such person or entity has been so designated, the “Beneficiary” shall mean the legal representative of the estate of the Service Provider or other rightful holder, or the person or entity to whom the Service Provider’s or other rightful holder’s rights with respect to the Award pass by will or the laws of descent and distribution.
|
|
(f)
|
“Board” or “Board of Directors” means the Board of Directors of the Company, as constituted from time to time.
|
|
(g)
|
“Change in Control” means that any of the following events has occurred:
|
|
i.
|
any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates) representing more than 40% of the combined voting power of the Company’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (A) of paragraph (iii) below; or
|
|
ii.
|
the following individuals cease for any reason to constitute a majority of the number of directors serving on the Board: individuals who, at the beginning of any period of two consecutive years or less (not including any period prior to the Effective Date), constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s shareholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of such period or whose appointment, election or nomination for election was previously so approved or recommended; or
|
|
iii.
|
there is consummated a merger or consolidation of the Company or any Subsidiary with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary, at least 60% of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates) representing more than 40% or more of the combined voting power of the Company’s then outstanding securities; or
|
|
iv.
|
the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 60% of the combined voting power of the voting securities of which are owned by shareholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.
|
|
(A)
|
the term “Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act;
|
|
(B)
|
the term “Effective Date” shall mean the date on which the Plan is effective as provided in Section 11 hereof; and
|
|
(C)
|
the term “Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company.
|
|
(h)
|
“Code” means the Internal Revenue Code of 1986, as amended and in effect from time to time. References to a particular section of the Code shall include references to any related Treasury Regulations and to successor provisions of the Code.
|
|
(i)
|
“Committee” means the committee appointed by the Board of Directors to administer the Plan pursuant to the provisions of Section 12(a) below.
|
|
(j)
|
“Common Stock” means common stock of the Company, par value $.01 per share.
|
|
(k)
|
“Company” means AngioDynamics, Inc., a Delaware corporation, and, except for purposes of determining under Section 2(g) hereof whether or not a Change in Control has occurred, shall include its successors.
|
|
|
|
|
(l)
|
“Dollar-Denominated Awards” means Performance Unit Awards and any other Incentive Award the amount of which is based on a specified amount of money (other than an amount of money determined by reference to the Fair Market Value of a specified number of shares of Common Stock). Options and Stock Appreciation Rights are not Dollar-Denominated Awards.
|
|
(m)
|
“Employee” means any person who is employed by the Company or a Subsidiary on a full-time or part-time basis, including an officer or director if he is so employed.
|
|
(n)
|
“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.
|
|
(o)
|
“Fair Market Value” on a particular date means as follows:
|
|
i.
|
The mean between the high and low sale prices of a share of Common Stock on such date, as reported by the National Association of Securities Dealers, Inc. Automated Quotation System or such other system then in use with regard to the Common Stock or, if on such date the Common Stock is publicly traded but not quoted by any such system, the mean of the closing bid and asked prices of a share of Common Stock on such date as furnished by a professional market maker making a market in the Common Stock; or
|
|
ii.
|
If in (i) above, there were no sales on such date reported as provided above, the respective prices on the most recent prior day on which a sale was so reported.
|
|
(p)
|
“General Counsel” means the General Counsel of the Company serving from time to time.
|
|
(q)
|
“Incentive Award” means an amount of money that is paid or a number of shares of Common Stock that are issued, or a right to be paid an amount of money or to be issued a number of shares of Common Stock that is granted, subject to and in accordance with Section 5 and the other applicable provisions of the Plan. The term “Incentive Award” does not include Options or Stock Appreciation Rights.
|
|
(r)
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“Incentive Stock Option” means an option, including an Option as the context may require, intended to meet the requirements of Section 422 of the Code.
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(s)
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“Linked Stock Appreciation Rights” means Stock Appreciation Rights that are linked to all or any part of an Option, subject to and in accordance with Section 8(a), 8(b) and the other applicable provisions of the Plan.
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(t)
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“Non-Statutory Stock Option” means an option, including an Option as the context may require, which is not intended to be an Incentive Stock Option.
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(u)
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“Option” means an option granted under this Plan to purchase shares of Common Stock. Options may be Incentive Stock Options or Non-Statutory Stock Options.
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(v)
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“Performance-Based Compensation” means compensation that satisfies the requirements applicable to “performance-based compensation” under Code Section 162(m)(4)(C).
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(w)
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“Performance Share Award” means a right granted subject to and in accordance with Section 5 and the other applicable provisions of the Plan (including, without limitation, Section 5.II., 5.II.(d), and 6(e)) to receive a specified number of shares of Common Stock, and/or an amount of money determined by reference to the Fair Market Value of a specified number of shares of Common Stock, at a future time or times if a specified performance goal is attained and any other terms or conditions specified by the Committee are satisfied.
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(x)
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“Performance Unit Award” means a right granted subject to and in accordance with Section 5 and the other applicable provisions of the Plan (including, without limitation, Section 5.II., 5.II.(d), and 6(e)) to receive a specified amount of money (other than an amount of money determined by reference to the Fair Market Value of a specified number of shares of Common Stock), or shares of Common Stock having a Fair Market Value equal to such specified amount of money, at a future time or times if a specified performance goal is attained and any other terms or conditions specified by the Committee are attained.
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(y)
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“Plan” means the AngioDynamics, Inc. Stock and Incentive Award Plan set forth in these pages, as amended from time to time.
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(z)
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“Restricted Stock Award” means shares of Common Stock which are issued to a Service Provider in accordance with Section 5.I. and the other applicable provisions of the Plan subject to restrictions and/or forfeiture provisions specified by the Committee that will cease to apply at a future time or times if continued employment conditions and/or other terms and conditions specified by the Committee are satisfied.
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(aa)
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“Restricted Stock Unit Award” means shares of Common Stock that will be issued to a Service Provider at a future time or times subject to and in accordance with Section 5.I. below and the other applicable provisions of the Plan if continued employment conditions and/or other terms and conditions specified by the Committee are satisfied.
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(bb)
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“SEC Rule 16b-3” means Rule 16b-3 of the Securities and Exchange Commission promulgated under the Exchange Act, as such rule or any successor rule may be in effect from time to time.
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(cc)
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“Section 16 Person” means a person subject to potential liability under Section 16(b) of the Exchange Act with respect to transactions involving equity securities of the Company.
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(dd)
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“Service Provider” means a person who renders, has rendered or who the Committee expects to render services that benefit or will benefit the Company or a Subsidiary or an Allied Enterprise, in the capacity of employee, director, independent contractor, agent, advisor, consultant, representative or otherwise, and includes but is not limited to (i) Employees, (ii) personal service corporations, limited liability companies and similar entities through which any such person renders, has rendered or is expected to render such services, and (iii) members of the Board who are not Employees.
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(ee)
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“Stock Appreciation Right” means a right granted subject to and in accordance with Section 8 and the other applicable provisions of the Plan.
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(ff)
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“Subsidiary” means a corporation or other form of business association of which shares (or other ownership interests) having more than 50% of the voting power are owned or controlled, directly or indirectly, by the Company; provided, however, that in the case of an Incentive Stock Option, the term “Subsidiary” shall mean a Subsidiary (as defined by the preceding clause) which is also a “subsidiary corporation” as defined in Section 424(f) of the Code.
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(a)
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Subject to the provisions of the Plan, the Committee may at any time, and from time to time, grant the following types of awards to any Service Provider:
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i.
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Incentive Awards, which may but need not be in the form of Performance Share Awards, Performance Unit Awards, Restricted Stock Awards, or Restricted Stock Unit Awards;
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ii.
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Options; and
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iii.
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Stock Appreciation Rights.
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(b)
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After an Award has been granted,
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i.
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the Committee may waive any term or condition thereof that could have been excluded from such Award when it was granted, and
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ii.
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with the written consent of the affected participant, may amend any Award after it has been granted to include (or exclude) any provision which could have been included in (or excluded from) such Award when it was granted,
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(c)
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The Committee may (but need not) grant any Award linked to another Award, including, without limitation, Options linked to Stock Appreciation Rights. Linked Awards may be granted as either alternatives or supplements to one another. The terms and conditions of any such linked Awards shall be determined by the Committee, subject to the provisions of the Plan.
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(d)
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No Service Provider shall acquire any rights in or to or with respect to any Award unless and until a written instrument signed by an officer of the Company and setting forth the terms and conditions of such Award is delivered to him and returned to the designated Company representative subscribed by the Service Provider within the time, if any, prescribed therefore by the Committee or its delegate. Any such instrument shall be consistent with this Plan and incorporate it by reference. Subscribing such instrument and returning it to the designated Company representative as aforesaid shall constitute the Service Provider’s irrevocable agreement to and acceptance of the terms and conditions of the Award set forth in such instrument and of the Plan applicable to such Award.
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(e)
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The Committee may grant Awards that qualify as Performance-Based Compensation, as well as Awards that do not qualify as Performance-Based Compensation. Any provision of the Plan to the contrary notwithstanding, the Plan shall be interpreted, administered and construed to permit the Committee to grant Awards that qualify as Performance-Based Compensation as well as Awards that do not so qualify, and any provision of the Plan that cannot be so interpreted, administered or construed shall to that extent be disregarded.
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(f)
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The Plan is intended to enable the Committee to grant Options that qualify for the tax treatment applicable to incentive stock options under Section 422 of the Code, as well as Options and other Awards that do not qualify for such tax treatment. Any provision of the Plan to the contrary notwithstanding, the Plan shall be interpreted, administered and construed to enable the Committee to grant Options that qualify for the tax treatment applicable to incentive stock options under Section 422 of the Code as well as Options and other Awards that do not qualify for such tax treatment, and any provision of the Plan that cannot be so interpreted, administered or construed shall to that extent be disregarded.
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(g)
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Any Award shall have a minimum restriction period or performance period, as applicable, of one year from the date of grant; provided, however, that the Committee may provide for earlier vesting upon a Service Provider’s termination of employment or service by reason of death or Disability, or a Change in Control. Notwithstanding any provision herein to the contrary, 5% of the total number of shares available for allotment and issuance, transfer, or delivery under the Plan (the “Excepted Shares”) shall not be subject to the minimum restriction period or performance period, as applicable, described in the preceding sentence, it being understood that the Committee may, in its discretion, and at the time an Award is granted, designate any shares that are subject to such Award as Excepted Shares; provided that, in no event shall the Committee designate any such shares as Excepted Shares after the time such Award is granted.
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(h)
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No member of the Board who is not an Employee may be granted, in any calendar year, Awards with a grant date fair value (determined in accordance with GAAP) of greater than $500,000. Any Award granted to a Service Provider while he or she was an Employee, or while he or she was a consultant but not an outside director, will not count for purposes of the limitations under this Section 3(h).
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(a)
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Subject to the provisions below of Sections 4(c) and 4(d) and Section 10,
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i.
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the maximum aggregate number of shares of Common Stock which may be issued pursuant to Awards is 7,750,000 shares of Common Stock. Not more than 80% of such maximum aggregate number of shares may be issued pursuant to Options that are Incentive Stock Options; and
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ii.
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the maximum number of shares of Common Stock with respect to which Options or Stock Appreciation Rights may be granted during any calendar year to any Employee or other Service Provider is 500,000 shares of Common Stock; and
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iii.
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the maximum number of shares of Common Stock with respect to which any and all Awards other than Performance Unit Awards, Appreciation-Only Awards and Dollar-Denominated Awards may be granted in any one calendar year to any Employee or other Service Provider is 500,000 shares of Common Stock; and
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iv.
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no Employee or other Service Provider may receive more than $400,000 dollars (or the equivalent thereof in shares of Common Stock, based on Fair Market Value on the date as of which the number of shares is determined) in payment of Dollar-Denominated Awards that are granted to such Employee or other Service Provider in any one calendar year.
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(b)
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Shares which may be issued pursuant to Awards may be authorized but unissued shares of Common Stock, or shares of Common Stock held in the treasury, whether acquired by the Company specifically for use under this Plan or otherwise, as the Committee may from time to time determine, provided, however, that any shares acquired or held by the Company for the purposes of this Plan shall, unless and until issued to a Service Provider or other rightful holder of an Award in accordance with the terms and conditions of such Award, be and at all times remain treasury shares of the Company, irrespective of whether such shares are entered in a special account for purposes of this Plan, and shall be available for any corporate purpose.
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(c)
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Subject to Section 4(e) below, the maximum aggregate number of shares set forth in Section 4(a)(i) above shall be charged only for the number of shares which are actually issued under the Plan; if any shares of Common Stock subject to an Award shall not be issued to a Service Provider and shall cease to be issuable to a Service Provider because of the termination, expiration, forfeiture or cancellation, in whole or in part, of such Award or the settlement of such Award in cash or for any other reason, or if any such shares shall, after issuance, be reacquired by the Company because of a Service Provider’s failure to comply with the terms and conditions of an Award, the shares not so issued, or the shares so reacquired by the Company, as the case may be, shall no longer be charged against the limitations provided for in Section 4(a)(i) above and may again be made subject to Awards. Shares subject to a Stock Appreciation Right issued under the Plan that are not issued in connection with the stock settlement of that Stock Appreciation Right upon its exercise shall not again be available for grant.
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(d)
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Subject to Section 4(e) below, if the purchase price of shares subject to an Option is paid in shares of Common Stock in accordance with the provisions of clause (iv) of Section 7(b) below, or if shares of Common Stock that are issued or issuable pursuant to an Award are withheld by the Company in accordance with Section 13(e) below in full or partial satisfaction of withholding taxes due in respect of the Award or the grant, exercise, vesting, distribution or payment of the Award, or if shares are repurchased by the Company using stock option proceeds the number of shares surrendered to the Company in payment of the purchase price of the shares subject to the Option, or the number of shares that are withheld by the Company in payment of such withholding taxes, or the number of shares repurchased by the Company using stock option proceeds, shall not be added back to the maximum aggregate number of shares which may be issued pursuant to Awards under Section 4(a)(i) above.
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(e)
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If and to the extent that the General Counsel determines that Section 4(c) or Section 4(d) above or Section 8(f) below shall cause the Company or the Plan to fail to satisfy any NASDAQ rules or listing standards that apply to the Company from time to time, or shall prevent Incentive Stock Options granted under the Plan from qualifying as Incentive Stock Options under Code Section 422, then to that extent (and only to that extent) Section 4(c), Section 4(d) or Section 8(f) shall be disregarded.
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I.
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Generally
. Incentive Awards shall be subject to the following provisions:
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(a)
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Incentive Awards may be granted in lieu of, or as a supplement to, any other compensation that may have been earned by the Service Provider prior to the date on which the Incentive Award is granted. The amount of an Incentive Award may be based upon (i) a specified number of shares of Common Stock or the Fair Market Value of a specified number of shares of Common Stock, or (ii) an amount not determined by reference to the Fair Market Value of a specified number of shares of Common Stock. Any Incentive Award may be paid in the form of money or shares of Common Stock valued at their Fair Market Value on the payment date, or a combination of money and such shares, as the Committee may provide. Performance Share Awards, Performance Unit Awards, Restricted Stock Awards and Restricted Stock Unit Awards are specific forms of Incentive Awards, but are not the only forms in which Incentive Awards may be made.
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(b)
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Any shares of Common Stock that are to be issued pursuant to an Incentive Award, and any money to be paid in respect of an Incentive Award, may be issued or paid to the Service Provider at the time such Award is granted, or at any time subsequent thereto, or in installments from time to time, as the Committee shall determine. In the event that any such issuance or payment shall not be made to the Service Provider at the time an Incentive Award is granted, the Committee may but need not provide that, until such shares are issued or money is paid in respect of the Award or until the Award is forfeited, and subject to such terms and conditions as the Committee may impose, the Award shall earn amounts equivalent to interest, dividends or another investment return specified by the Committee, which amounts may be paid as earned or deferred and reinvested, and which amounts may be paid either in money or shares of Common Stock, all as the Committee may provide.
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(c)
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Incentive Awards shall be subject to such terms and conditions, including, without limitation, restrictions on the sale or other disposition of the shares issued or transferred pursuant to such Award, and conditions calling for forfeiture of the Award or the shares issued pursuant thereto in designated circumstances, as the Committee may determine; provided, however, that upon the issuance of shares pursuant to any such Award, the recipient shall, with respect to such shares, be and become a shareholder of the Company fully entitled to receive dividends, to vote and to exercise all other rights of a shareholder except to the extent otherwise provided in the Award. In the case of a Restricted Stock Award, the recipient shall pay the par value of the shares to be issued pursuant to the Award unless such payment is not required by applicable law.
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(a)
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Subject to the terms and conditions of the Plan, the Committee may grant any Service Provider a Performance Share Award and/or a Performance Unit Award. The Committee may but need not provide that a specified portion of the Performance Share Award or Performance Unit Award will be earned if the specified performance goal applicable to the Award is partially attained.
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(b)
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Subject to Section 6(b) below, the specified performance goal applicable to a Performance Share Award or Performance Unit Award may but need not consist, without limitation, of any one or more of the following: completion of a specified period of employment with or other service that benefits the Company or a Subsidiary or an Allied Enterprise, achievement of financial or operational goals, and/or the occurrence of a specified circumstance or event. The performance goal applicable to Performance Share Awards and Performance Unit Awards, and the other terms and conditions of such awards need not be the same for each award or each Service Provider to whom an award is granted. A Service Provider may (but need not) be granted Performance Share Awards and Performance Unit Awards each year, and the performance period applicable to any such Award may overlap with one or more years included in the performance period applicable to any earlier- or later-granted Award. Subject to Section 6(d) below, the Committee may retain discretion to adjust the determinations of the degree of attainment of the performance objectives applicable to Performance Share Awards and Performance Unit Awards.
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(c)
|
Subject to Section 6(e) below, the Committee may but need not provide that, if the Service Provider’s death or disability or another circumstance or event specified by the Committee occurs before the performance goal applicable to a Performance Share Award or Performance Unit Award is attained, and irrespective of whether the performance goal is thereafter attained, the Performance Share Award or Performance Unit Award will be earned in whole or in part (as the Committee may specify).
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(d)
|
The Committee may but need not provide for a Service Provider’s Performance Share Award or Performance Unit Award to be forfeited in whole or in part if such Participant’s employment by or other service that benefits the Company, a Subsidiary or an Allied Enterprise terminates for any reason before shares are issued or money is paid (as applicable) in full settlement of such Performance Share Award or Performance Unit Award.
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(e)
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Except as otherwise provided in the instrument evidencing a Performance Share Award or Performance Unit Award, Performance Share Awards and Performance Unit Awards may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution or to a Beneficiary.
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(a)
|
Awards that the Committee intends to qualify as Performance-Based Compensation shall be granted and administered in a manner that will enable such Awards to qualify as Performance-Based Compensation.
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(b)
|
The performance goal applicable to any Award (other than an Appreciation-Only Award) that the Committee intends to qualify as Performance-Based Compensation shall be based on earnings per share (diluted or basic), total shareholder return, or any one or more of the following performance measures on a consolidated Company, business unit or divisional level, or by product or product line, as the Committee may specify: net sales, net income, operating income, return on equity, return on capital, cash flow, earnings before interest and taxes, or earnings before interest, taxes, depreciation, and amortization. The Committee shall select the performance measure or measures on which the performance goal applicable to any such Award shall be based and shall establish the levels of performance at which such Award is to be earned in whole or in part. Any such performance measure or combination of such performance measures may apply to the Service Provider’s Award in its entirety or to any designated portion or portions of the Award, as the Committee may specify. The foregoing performance measures shall be determined in accordance with generally accepted accounting principles (“GAAPs”) to the extent that GAAPs define such performance measures, and otherwise shall be determined in accordance with any customary and reasonable definition the Committee approves. However, notwithstanding the preceding sentence, unless the Committee determines otherwise prior to payment of an Award to which this Section 6(b) applies, and subject to any exercise of “negative discretion” by the Committee, extraordinary, unusual or non-recurring items; discontinued operations; effects of accounting changes; effects of currency fluctuations; effects of financing activities (by way of example, without limitation, effect on earnings per share of issuing convertible debt securities); expenses for restructuring or productivity initiatives; non-operating items; effects of acquisitions and acquisition expenses; and effects of divestitures and divestiture expenses, any of which affect any performance goal applicable to such Award (including, without limitation, earnings per share but excluding total shareholder return) shall be automatically excluded or included in determining the extent to which the performance goal has been achieved, whichever will produce the higher Award.
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(c)
|
Any provision of the Plan to the contrary notwithstanding, but subject to Section 6(e), Section 9 and Section 10 below, Awards to which Section 6(b) above applies shall (i) “be paid solely on account of the attainment of one or more preestablished, objective performance goals” (within the meaning of Treasury Regulation 1.162-27(e)(2) or its successor) over a period of one year or longer, which performance goals shall be based upon one or more of the performance measures set forth in Section 6(b) above, and (ii) be subject to such other terms and conditions as the Committee may impose.
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(d)
|
The terms of the performance goal applicable to any Award to which Section 6(b) above applies shall preclude discretion to increase the amount of compensation that would otherwise be due upon attainment of the goal.
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(e)
|
An Award to which Section 6(b) above applies may be earned in whole or in part if the Service Provider’s death or disability or a Change in Control or another circumstance or event specified by the Committee occurs before the performance goal applicable to the Award is attained, and irrespective of whether the performance goal applicable to the Award is thereafter attained, but only if and to the extent that (i) the Committee so provides with respect to such Award, and (ii) the Award will nevertheless qualify as Performance-Based Compensation if the performance goal applicable to such Award is attained and the Service Provider’s death or disability, a Change in Control or any such other circumstance or event specified by the Committee does not occur.
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(a)
|
Subject to the provisions of Section 10, the purchase price per share shall be, in the case of an Incentive Stock Option, not less than 100% of the Fair Market Value of a share of Common Stock on the date the Incentive Stock Option is granted (or in the case of any optionee who, at the time such Incentive Stock Option is granted, owns stock possessing more than 10 percent of the total combined voting power of all classes of stock of his employer corporation or of its parent or subsidiary corporation, not less than 110% of the Fair Market Value of a share of Common Stock on the date the Incentive Stock Option is granted) and, in the case of a Non-Statutory Stock Option, not less than the par value of a share of Common Stock on the date the Non-Statutory Stock Option is granted. Subject to the foregoing limitations, the purchase price per share may, if the Committee so provides at the time of grant of an Option, be indexed to the increase or decrease in an index specified by the Committee.
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(b)
|
The purchase price of shares subject to an Option may be paid in whole or in part (i) in money, (ii) by bank-certified, cashier’s or personal check subject to collection, (iii) if so provided in the Option and subject to Section 402 of the Sarbanes-Oxley Act of 2002 as amended from time to time and subject to such terms and conditions as the Committee may impose, by delivering to the Company a properly executed exercise notice together with a copy of irrevocable instructions to a stockbroker to sell immediately some or all of the shares acquired by exercise of the option and to deliver promptly to the Company an amount of sale proceeds (or, in lieu of or pending a sale, loan proceeds) sufficient to pay the purchase price, or (iv) if so provided in the Option and subject to such terms and conditions as may be specified in the Option, in shares of Common Stock which have been owned by the optionee for at least six months or which were acquired on the open market and which are surrendered to the Company actually or by attestation. Shares of Common Stock thus surrendered shall be valued at their Fair Market Value on the date of exercise.
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(c)
|
Options may be granted for such lawful consideration, including but not limited to money or other property, tangible or intangible, or labor or services received or to be received by the Company, a Subsidiary or an Allied Enterprise, as the Committee may determine when the Option is granted. The consideration for the grant of options may consist of the discharge of an obligation of the Company or an Affiliate. Subject to the foregoing and the other provisions of this Section 7, each Option may be exercisable in full at the time of grant or may become exercisable in one or more installments and at such time or times and subject to such terms and conditions, as the Committee may determine. Without limiting the foregoing, an Option may (but need not) provide by its terms that it will become exercisable in whole or in part upon the completion of specified periods of service or earlier achievement of one or more performance objectives specified therein, or that it will become exercisable only if one or more performance goals specified therein are achieved. The Committee may at any time accelerate the date on which an Option becomes exercisable, and no additional consideration need be received by the Company in exchange for such acceleration. Unless otherwise provided in the instrument evidencing the Option, an Option, to the extent it becomes exercisable, may be exercised at any time in whole or in part until the expiration or termination of the Option.
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(d)
|
Subject to Section 13(a) below, each Option shall be exercisable during the life of the optionee only by him or his guardian or legal representative, and after death only by his Beneficiary. Notwithstanding any other provision of this Plan, (i) no Option shall be exercisable after the tenth anniversary of the date on which the Option was granted, and (ii) no Incentive Stock Option which is granted to any optionee who, at the time such Option is granted, owns stock possessing more than 10 percent of the total combined voting power of all classes of stock of his employer corporation or of its parent or subsidiary corporation, shall be exercisable after the expiration of five (5) years from the date such Option is granted. If an Option is granted for a term of less than ten years, the Committee may, at any time prior to the expiration of the Option, extend its term for a period ending not later than on the tenth anniversary of the date on which the Option was granted, and no additional consideration need be received by the Company in exchange for such extension. Subject to the foregoing provisions of this Section 7(d), the Committee may but need not provide for an Option to be exercisable after termination of the Service Provider’s employment or other service for any period and subject to any terms and conditions that the Committee may determine.
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(e)
|
An Option may, but need not, be an Incentive Stock Option; provided that the aggregate Fair Market Value (determined as of the time the option is granted) of the stock with respect to which Incentive Stock Options may be exercisable for the first time by any Employee during any calendar year (under all plans, including this Plan, of his employer corporation and its parent and subsidiary corporations) shall not exceed $100,000 unless the Code is amended to allow a higher dollar amount.
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(f)
|
Shares purchased pursuant to the exercise of an Option shall be issued to the person exercising the Option as soon as practicable after the Option is properly exercised. However, the Committee may (but need not) permit the person exercising an Option to elect to defer the issuance of shares purchased pursuant to the exercise of the Option on such terms and subject to such conditions and for such periods of time as the Committee may in its discretion provide. In the event of such deferral, the Committee may (but need not) pay the person who exercised the Option amounts equivalent to any dividends paid on or reinvested in such shares during the deferral period. Such amounts may be paid in cash or shares, as the Committee may provide.
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(g)
|
The Committee shall not have the authority to reduce the exercise price of outstanding Options, except as permitted by Section 10 below (relating to adjustments for changes in capitalization and similar adjustments).
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(h)
|
No Employee shall make any elective contribution or employee contribution to the Plan (within the meaning of Treasury Regulation Section 1.401(k)-1(d)(2)(iv)(B)(4) or a successor thereto) during the six months after the Employee’s receipt of a hardship distribution from a plan of the Company or a related party within the provisions of Code Sections 414(b), (c), (m) or (o) containing a cash or deferred arrangement under Section 401(k) of the Code. The preceding sentence shall not apply if and to the extent that the General Counsel determines it is not necessary to qualify any such plan as a cash or deferred arrangement under Section 401(k) of the Code.
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(i)
|
No option shall be exercisable unless and until the Company (i) obtains the approval of all regulatory bodies whose approval the General Counsel may deem necessary or desirable, and (ii) complies with all legal requirements deemed applicable by the General Counsel.
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(j)
|
An Option shall be considered exercised if and when written notice, signed by the person exercising the Option and stating the number of shares with respect to which the Option is being exercised, is received by the designated representative of the Company on a properly completed form approved for this purpose by the Committee, accompanied by full payment of the Option exercise price in one or more of the forms authorized in the instrument evidencing such Option and described in Section 7(b) above for the number of shares to be purchased. No Option may at any time be exercised with respect to a fractional share unless the instrument evidencing such Option expressly provides otherwise.
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(a)
|
Stock Appreciation Rights that are granted under the Plan may be linked to all or any part of an Option (“Linked Stock Appreciation Rights”), or may be granted without any linkage to an Option (“Free-Standing Stock Appreciation Rights”). Linked Stock Appreciation Rights may be granted on the date of grant of the related Option or on any date thereafter, as the Committee may determine.
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(b)
|
Linked Stock Appreciation Rights may be granted either as an alternative or a supplement to the Option to which they are linked (the “related” Option). Linked Stock Appreciation Rights that are granted as an alternative to the related Option may only be exercised when the related Option is exercisable, and at no time may a number of such Linked Stock Appreciation Rights be exercised that exceeds the number of shares with respect to which the related Option is then exercisable. Upon exercise of Linked Stock Appreciation Rights that are granted as an alternative to an Option, the holder shall be entitled to receive the amount determined pursuant to Section 8(e) below. Exercise of each such Linked Stock Appreciation Right shall cancel the related Option with respect to one share of Common Stock purchasable under the Option. Linked Stock Appreciation Rights that are granted as a supplement to the related Option shall entitle the holder to receive the amount determined pursuant to Section 8(e) below if and when the holder purchases shares under the related Option or at any subsequent time specified in the instrument evidencing such Stock Appreciation Rights.
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(c)
|
Stock Appreciation Rights may be granted for such lawful consideration, including but not limited to money or other property, tangible or intangible, or labor or services received or to be received by the Company, a Subsidiary or an Allied Enterprise, as the Committee may determine when the Stock Appreciation Rights are granted. The consideration for the grant of Stock Appreciation Rights may consist of the discharge of an obligation of the Company or an Affiliate. Subject to the foregoing and the other provisions of this Section 8, Stock Appreciation Rights may be exercisable in full at the time of grant or may become exercisable in one or more installments and at such time or times and subject to such terms and conditions, as the Committee may determine. Without limiting the foregoing, Stock Appreciation Rights may (but need not) provide by their terms that they will become exercisable in whole or in part upon the completion of specified periods of service or earlier achievement of one or more specified performance objectives, or that they will become exercisable only if one or more specified performance goals are achieved. The Committee may at any time accelerate the date on which Stock Appreciation Rights become exercisable, and no additional consideration need be received by the Company in exchange for such acceleration. Unless otherwise provided in the Plan or the instrument evidencing the Stock Appreciation Rights, Stock Appreciation Rights, to the extent they become exercisable, may be exercised at any time in whole or in part until they expire or terminate.
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(d)
|
No Free-Standing Stock Appreciation Rights or Linked Stock Appreciation Rights that are granted as a supplement to the related Option shall be exercisable after the tenth anniversary of the date on which the Stock Appreciation Rights were granted, and no Linked Stock Appreciation Rights that are granted as an alternative to the related Option shall be exercisable after the related Option ceases to be exercisable. If the Committee grants Stock Appreciation Rights for a lesser term than that permitted by the preceding sentence, the Committee may, at any time prior to expiration of the Stock Appreciation Rights, extend their term to the maximum term permitted by the preceding sentence, and no additional consideration need be received by the Company in exchange for such extension. Subject to the foregoing provisions of this Section 8(d), the Committee may but need not provide for Stock Appreciation Rights to be exercisable after termination of the Service Provider’s employment or other service for any period and subject to any terms and conditions that the Committee may determine.
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(e)
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Upon exercise of Stock Appreciation Rights, the holder thereof shall be entitled to receive an amount of money, or a number shares of Common Stock that have a Fair Market Value on the date of exercise of such Stock Appreciation Rights, or a combination of money and shares valued at Fair Market Value on such date, as the Committee may determine, equal to the amount by which the Fair Market Value of a share of Common Stock on the date of such exercise exceeds the Exercise Price (as hereafter defined) of the Stock Appreciation Rights, multiplied by the number of Stock Appreciation Rights exercised; provided that in no event shall a fractional share be issued unless the instrument evidencing such Stock Appreciation Rights expressly provides otherwise. In the case of Linked Stock Appreciation Rights that are granted as an alternative to the related Option, the Exercise Price shall be the price at which shares may be purchased under the related Option. In the case of Linked Stock Appreciation Rights that are granted as a supplement to the related Option, and in the case of Free-Standing Stock Appreciation Rights, the Exercise Price shall be the Fair Market Value of a share of Common Stock on the date the Stock Appreciation Rights were granted, unless the Committee specified a different price when the Stock Appreciation Rights were granted (which shall not be less than the par value of the Common Stock).
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(f)
|
Subject to Section 4(e) above, in the case of an exercise of Linked Stock Appreciation Rights that were granted as an alternative to the related Option, if the number of shares of Common Stock previously charged against such limitations on account of the portion of the Option that is cancelled in connection with such exercise in accordance with Section 8(b) exceeds the number of shares (if any) actually issued pursuant to such exercise, the excess may not be added back to the maximum aggregate number of shares available for issuance under the Plan.
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(g)
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Subject to Section 13(a) below, Stock Appreciation Rights shall be exercisable during the life of the Service Provider only by him or his guardian or legal representative, and after death only by his Beneficiary.
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(h)
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The Committee shall not have the authority to reduce the exercise price of outstanding Stock Appreciation Rights, except as permitted by Section 10 below (relating to adjustments for changes in capitalization and similar adjustments).
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(a)
|
authorize the holder of an Option or Stock Appreciation Rights to exercise the Option or Stock Appreciation Rights (i) on and after a Change in Control, or (ii) after the termination of the participant’s employment or other applicable service that benefits the Company or a Subsidiary or an Allied Enterprise, or (iii) after the participant’s death or disability, whether or not the Option or Stock Appreciation Rights would otherwise be or become exercisable on or after any such event, provided that in no event may an Option or Stock Appreciation Rights be exercised after the expiration of their term;
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(b)
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grant Options and Stock Appreciation Rights, which become exercisable only in the event of a Change in Control;
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(c)
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provide for Stock Appreciation Rights to be exercised automatically and only for money in the event of a Change in Control;
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(d)
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authorize any Award to become non-forfeitable, fully earned and payable (i) upon a Change in Control, or (ii) after the termination of the Service Provider’s employment with or other applicable service that benefits the Company or a Subsidiary or an Allied Enterprise, or (iii) after the Service Provider’s death or disability, whether or not the Award would otherwise be or become non-forfeitable, fully earned and payable upon or after any such event;
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(e)
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grant Awards which become non-forfeitable, fully earned and payable only in the event of a Change in Control; and
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(f)
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provide in advance or at the time of a Change in Control for money to be paid in settlement of any Award in the event of a Change in Control, either at the election of the participant or at the election of the Committee.
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(a)
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The Plan shall be administered by a committee of the Board consisting of two or more directors appointed from time to time by the Board. No person shall be appointed to or shall serve as a member of such committee unless at the time of such appointment and service he shall satisfy any director independence requirements then applicable to service on such committee under any NASDAQ rules or listing standards that apply to the Company at such time. Unless the Board determines otherwise, such committee shall also be comprised solely of “outside directors” within the meaning of Section 162(m)(4)(C)(i) of the Code and Treasury Regulation Section 1.162-27(e)(3), and “non-employee directors” as defined in SEC Rule 16b-3.
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(b)
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The Committee may establish such rules and regulations, not inconsistent with the provisions of the Plan, as it may deem necessary for the proper administration of the Plan, and may amend or revoke any rule or regulation so established. The Committee shall, subject to the provisions of the Plan, have full power and discretion to interpret, administer and construe the Plan and full authority to make all determinations and decisions thereunder including without limitation the authority and discretion to (i) determine the persons who are Service Providers and select the Service Providers who are to participate in the Plan, (ii) determine when Awards shall be granted, (iii) determine the number of shares and/or amount of money to be made subject to each Award, (iv) determine the type of Award to grant, (v) determine the terms and conditions of each Award, including the exercise price, in the case of an Option or Stock Appreciation Rights, and whether specific Awards shall be linked to one another and if so whether they shall be alternative to or supplement one another, (vi) make any adjustments pursuant to Section 10 of the Plan, and (vii) determine whether or not a specific Award is intended to qualify as Performance-Based Compensation. Without limiting the generality of the foregoing, the Committee shall have the authority to establish and administer performance goals applicable to Awards, and the authority to certify that such performance goals are attained, within the meaning of Treasury Regulation Section 1.162-27(c)(4). The interpretation by the Committee of the terms and provisions of the Plan and any instrument issued thereunder, and its administration thereof, and all action taken by the Committee, shall be final, binding and conclusive on the Company, its shareholders, Subsidiaries, Allied Enterprises, all participants and Service Providers, and upon their respective Beneficiaries, successors and assigns, and upon all other persons claiming under or through any of them.
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(c)
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Members of the Board of Directors and members of the Committee acting under this Plan shall be fully protected in relying in good faith upon the advice of counsel and shall incur no liability except for gross or willful misconduct in the performance of their duties.
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(a)
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No Award, including without limitation any Option or Stock Appreciation Rights, shall be transferable by the Service Provider or other rightful holder of such Award other than by will or the laws of descent and distribution or to a Beneficiary. The preceding sentence and any other provision of the Plan to the contrary notwithstanding, the Committee may (but need not) permit a Service Provider to transfer any Award, other than an Incentive Stock Option or any other Award that is linked to an Incentive Stock Option, during his lifetime to such other persons and such entities and on such terms and subject to such conditions as the Committee may provide in the instrument evidencing such Award.
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(b)
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Nothing in this Plan or in any instrument executed pursuant hereto shall confer upon any person any right to continue in the employment or other service of the Company or a Subsidiary or an Allied Enterprise, or shall affect the right of the Company or a Subsidiary or any Allied Enterprise to terminate the employment or other service of any person at any time with or without cause.
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(c)
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No shares of Common Stock shall be issued or transferred pursuant to an Award unless and until all legal requirements applicable to the issuance or transfer of such shares have, in the opinion of the General Counsel, been satisfied. Any such issuance or transfer shall be contingent upon the person acquiring the shares giving the Company any assurances the General Counsel may deem necessary or desirable to assure compliance with all applicable legal requirements.
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(d)
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No person (individually or as a member of a group) and no Beneficiary or other person claiming under or through him, shall have any right, title or interest in or to any shares of Common Stock (i) allocated, or (ii) reserved for the purposes of this Plan, or (iii) subject to any Award, except as to such shares of Common Stock, if any, as shall have been issued to him. No dividends or dividend equivalents shall be issued on outstanding stock options, SARs or performance-based awards.
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(e)
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The Company and its Subsidiaries and any Allied Enterprises may make such provisions as they may deem appropriate for the withholding of any taxes which they determine they are required to withhold in connection with any Award. Without limiting the foregoing, the Committee may, subject to such terms and conditions as it may impose, permit or require any withholding tax obligation arising in connection with any Award or the grant, exercise, vesting, distribution or payment of any Award, up to the minimum required federal, state and local withholding taxes, including payroll taxes, to be satisfied in whole or in part, with or without the consent of the Service Provider or other rightful holder of the Award, by having the Company withhold all or any part of the shares of Common Stock that vest or would otherwise be issued or distributed at such time. Any shares so withheld shall be valued at their Fair Market Value on the date of such withholding.
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(f)
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Nothing in this Plan is intended to be a substitute for, or shall preclude or limit the establishment or continuation of, any other plan, practice or arrangement for the payment of compensation or fringe benefits to directors, officers, employees, consultants or Service Providers generally, or to any class or group of such persons, which the Company or any Subsidiary now has or may hereafter lawfully put into effect, including, without limitation, any incentive compensation, retirement, pension, group insurance, stock purchase, stock bonus or stock option plan. A Service Provider may be granted an Award whether or not he is eligible to receive similar or dissimilar incentive compensation under any other plan or arrangement of the Company.
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(g)
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The Company’s obligation to issue shares of Common Stock or to pay money in respect of any Award shall be subject to the condition that such issuance or payment would not impair the Company’s capital or constitute a breach of or cause the Company to be in violation of any covenant, warranty or representation made by the Company in any credit agreement to which the Company is a party before the date of grant of such Award.
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(h)
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By accepting any benefits under the Plan, each Service Provider, and each person claiming under or through him, shall be conclusively deemed to have indicated his acceptance and ratification of, and consent to, all provisions of the Plan and any action or decision under the Plan by the Company, its agents and employees, and the Board of Directors and the Committee.
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(i)
|
The validity, construction, interpretation and administration of the Plan and of any determinations or decisions made thereunder, and the rights of all persons having or claiming to have any interest therein or thereunder, shall be governed by, and determined exclusively in accordance with, the laws of the State of Delaware, but without giving effect to the principles of conflicts of laws thereof. Without limiting the generality of the foregoing, the period within which any action arising under or in connection with the Plan must be commenced, shall be governed by the laws of the State of Delaware, without giving effect to the principles of conflicts of laws thereof, irrespective of the place where the act or omission complained of took place and of the residence of any party to such action and irrespective of the place where the action may be brought. A Service Provider’s acceptance of any Award shall constitute his irrevocable and unconditional waiver of the right to a jury trial in any action or proceeding concerning the Award, the Plan or any rights or obligations of the Service Provider or the Company under or with respect to the Award or the Plan.
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(j)
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If an Award has been granted to a Service Provider that is an executive of the Company and the Committee later determines that the financial results of the Company used to determine the amount of that Award, or any payment under that Award, whether to the executive or to the executive’s beneficiary, are materially restated and that such executive engaged in fraud or intentional misconduct with respect to the inputs to, or determination of, such financial results, the Company will seek repayment or recovery of the Award, as the Committee in its sole discretion determines is reasonable and appropriate, notwithstanding any contrary provision of the Plan. In addition, the Committee may provide that any Service Provider and/or any Award, including any shares subject to or issued under an Award, is subject to any other recovery, recoupment, clawback and/or other forfeiture policy maintained by the Company from time to time.
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(k)
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The use of the masculine gender shall also include within its meaning the feminine. The use of the singular shall include within its meaning the plural and vice versa.
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(a)
|
“Board” shall mean the Board of Directors of AngioDynamics.
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(b)
|
“Code” shall mean the Internal Revenue Code of 1986, as amended.
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(c)
|
“Common Stock” shall mean the Common Stock, $.01 par value, of AngioDynamics.
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(d)
|
“Company” shall mean AngioDynamics, Inc., a Delaware corporation, and any Designated Subsidiary of the Company.
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(e)
|
“Compensation” shall mean all cash compensation received by an Employee from the Company or a Designated Subsidiary and includable in the Employee’s gross income for federal income tax purposes, other than any taxable reimbursements. By way of illustration, but not limitation, “Compensation” shall include regular compensation such as salary, wages, overtime, shift differentials, bonuses, commissions, and incentive compensation, but shall exclude relocation reimbursements, expense reimbursements, tuition or other reimbursements, and income realized as a result of participation in any stock option, stock purchase, or similar plan of the Company or any Designated Subsidiary.
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(f)
|
“Designated Subsidiary” shall mean any Subsidiary of the Company designated by the Board from time to time in its sole discretion as eligible to participate in the Plan.
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(g)
|
“Employee” shall mean any individual who is treated as a common law employee of the Company for payroll and employment tax purposes. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or other leave of absence approved by the Company, except that where the period of leave exceeds 90 days and the individual’s right to reemployment is not guaranteed by either statute or contract, the employment relationship shall be deemed to have terminated on the 91st day of such leave.
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(h)
|
“Fair Market Value” shall mean, as of any date, the value of Common Stock determined as the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on The Nasdaq Stock Market for the last market trading day on the date of such determination, as reported in
The Wall Street Journal
or such other source as the Board deems reliable. In absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Board.
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(i)
|
“Offering Commencement Date” shall mean the first day of each Offering Period.
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(j)
|
‘Offering Period’ shall mean a period of approximately 26 weeks during which funds may be accumulated under the Plan for the purchase of Common Stock, commencing and ending as follows:
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i.
|
Commencing on the first Trading Day following the last day of the Company’s first fiscal quarter and ending on the last trading day of the Company’s third fiscal quarter;
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ii.
|
Commencing on the first Trading Day following the end of the Company’s third fiscal quarter and ending on the last trading day of the Company’s first fiscal quarter;
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(l)
|
“Participant” shall mean an eligible Employee who has elected to participate in the Plan.
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(m)
|
“Plan” shall mean this AngioDynamics Inc. Employee Stock Purchase Plan, as amended from time to time.
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(n)
|
“Purchase Date” shall mean the last day of each Purchase Period.
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(o)
|
“Purchase Period” shall mean a period of approximately 26 weeks commencing and ending as follows:
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i.
|
Commencing on the first Trading Day following the last day of the Company’s first fiscal quarter and ending on the last trading day of the Company’s third fiscal quarter;
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ii.
|
Commencing on the first Trading Day following the end of the Company’s third fiscal quarter and ending on the last trading day of the Company’s first fiscal quarter;
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(p)
|
“Purchase Price” shall mean an amount equal to 85% of the Fair Market Value of a share of Common Stock on the Offering Commencement Date or on the Purchase Date, whichever is lower provided, however, that the Purchase Price may be adjusted by the Board pursuant to Section 15 of this Plan.
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(p)
|
“Reserves” shall mean the number of shares of Common Stock that have been authorized for issuance under the Plan, but not yet purchased by Participants.
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(q)
|
“Subsidiary” shall mean a corporation, domestic or foreign, of which not less than 50% of the voting shares are held by the Company or another Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by the Company or a Subsidiary.
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(r)
|
“Trading Day” shall mean a day on which national stock exchanges and the Nasdaq System are open for trading.
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(a)
|
is an employee;
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(b)
|
has been employed by the Company in a full-time capacity for at least 3 months, with a customary working schedule of 20 or more hours per week and more than five months in a calendar year; and
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(c)
|
does not own 5% or more of the total combined value or voting power of all classes of outstanding stock of the Company or its subsidiaries.
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(a)
|
All subscriptions must be for full shares.
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(b)
|
The maximum contribution that may be subscribed for on a Purchase Date shall not exceed $9,000.
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(c)
|
As specified by Section 423(b)(8) of the Code, an Employee may be granted purchase rights under the Plan only if such purchase rights, together with any other rights granted under all employee stock purchase plans of AngioDynamics or its subsidiaries, do not permit such Employee’s rights to purchase stock worth more than $25,000 (determined based on the Fair Market Value of such stock on the first day of the Offering Period(s) for each calendar year in which the Offering Period(s) is in effect.
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(a)
|
Prior to the beginning of each Offering Period, eligible Employees must indicate if they are going to participate in the Plan.
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(b)
|
A Participant shall elect to have payroll deductions made on each payday during the Offering Period in an amount not less than one (1%) and not more than fifteen (15%) percent (or such greater percentage as the Board may establish from time to time before an Offering Date) of such Participant’s Compensation on each payday during the Offering Period. All payroll deductions withheld from a Participant’s Compensation shall be credited to his or her account under the Plan. A participant may not make any additional payments into such account.
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(c)
|
A Participant may not participate in more than one Offering Period at a time.
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(d)
|
A Participant may discontinue his or her participation in the Plan as provided in Section 8, or, on one occasion only during a Purchase Period may increase or decrease the rate of his or her contributions with respect to that Purchase Period by completing and filing with the Company new enrollment documents authorizing a change in payroll deduction rate. The change in rate shall be effective as of the beginning of the next payroll period following the date of filing of the new enrollment documents, if the documents are completed at least three business days prior to such date and, if not, as of the beginning of the next succeeding payroll period.
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(e)
|
Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 5(b) herein, a Participant’s payroll deductions may be decreased during any Offering Period. In such event, payroll deductions shall recommence at the rate provided in such participant’s enrollment documents at the beginning of the next Offering Period, unless terminated by the Participant.
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(f)
|
At the time Common Stock is purchased by a Participant pursuant to the Plan, or at the time some or all of the Company’s Common Stock issued under the Plan is disposed of, the Participant must make adequate provision for federal, state, or other tax withholding obligations, if any, arising upon the exercise of the Participant’s purchase rights or the disposition of the Common Stock. The Company may, but shall not be obligated to, withhold from the Participant’s Compensation the amount necessary for the Company to meet applicable withholding obligations related to the Participant’s tax obligations, including any withholding required to make available to the Company any tax deductions or benefits attributable to sale or early disposition of Common Stock by the Employee that may be available to it.
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(a)
|
A Participant may file a written designation of a beneficiary who is to receive any shares and cash, if any, from the Participant’s account under the Plan in the event of such Participant’s death subsequent to a Purchase Date on which purchase rights are exercised, but before delivery to such Participant of such shares and cash. In addition, a Participant may file a written designation of a beneficiary who is to receive any cash from the Participant’s account under the Plan in the event of such Participant’s death before exercise of the purchase rights.
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(b)
|
Such designation of beneficiary may be changed by the Participant at any time with written notice. In the event of the death of a Participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Participant’s death, the Company shall deliver such shares and/or cash to the executor or administrator of the estate of the Participant or, if to the best of the Company’s knowledge no such executor or administrator has been appointed, the Company, in its discretion, may deliver such shares and/or cash to the Participants’ spouse or to any one or more dependents or relatives of the Participant, or if no spouse, dependent, or relative is known to the Company, then to such other person as the Company may designate.
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(a)
|
Changes in Capitalization
. Subject to any required action by the shareholders of the Company, the Reserves, the maximum number of shares each Participant may purchase per Purchase Period, as well as the class and/or price per share of Common Stock which has not yet been purchased pursuant to the Plan, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Board, whose determination in that respect shall be final and binding on all parties. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or of securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock.
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(b)
|
Dissolution or Liquidation
. In the event of the proposed dissolution or liquidation of the Company, the Offering Period then in progress shall be shortened by setting a new Purchase Date (the “New Purchase Date”), and shall terminate immediately before the consummation of such proposed dissolution or liquidation, unless provided otherwise by the Board. The New Purchase Date shall be before the date of the Company’s proposed dissolution or liquidation. The Board shall notify each Participant in writing, at least ten (10) business days before the New Purchase Date, that the Purchase Date has been changed to the New Purchase Date and that the Participant’s purchase rights shall be exercised automatically on the New Purchase Date, unless before such date the Participant has withdrawn from the Offering Period as provided in Section 8 hereof.
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(c)
|
Merger or Asset Sale
. In the event of a sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, the Plan shall be assumed, or an equivalent plan substituted, by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation refuses to assume the Plan or substitute an equivalent Plan, the Offering Period then in progress shall be shortened by setting a new Purchase Date (the “New Purchase Date”). The New Purchase Date shall be before the date of the Company’s proposed sale or merger. The Board shall notify each Participant in writing, at least ten (10) business days before the New Purchase Date, that the Purchase Date has been changed to the New Purchase Date and that the Participant’s purchase rights shall be exercised automatically on the New Purchase Date, unless before such date the Participant has withdrawn from the Offering Period as provided in Section 8 hereof.
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(a)
|
The Board may at any time, and from time-to-time, terminate, modify or amend the Plan in any respect, except that if at any time the approval of the shareholders of AngioDynamics is required as to such modification or amendment under (i) Section 423 of the Code or any regulations promulgated thereunder, or (ii) under Rule 16b-3 of the Securities Exchange Act of 1934, as amended, or any successor provisions (“Rule 16b-3”), or (iii) under applicable listing requirements, the Board may not effect such modification or amendment without such approval.
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(b)
|
The Board shall have the right to amend or modify the terms and provisions of the Plan and of any purchase rights previously granted under the Plan to the extent necessary to ensure the continued qualification of the Plan under Section 423 of the Code and any regulations promulgated thereunder and, if applicable, Rule 16b-3.
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(a)
|
All eligible Employees will have the same purchase rights and privileges under the Plan.
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(b)
|
The Plan will be administered by the Board. The Vice President, Human Resources of the Company will be charged with day-to-day administration of the Plan, subject to the direction of the Board. The interpretation and construction of any provision of the Plan and the adoption of rules and regulations for administering the Plan shall be made by the Board. Determinations made by the Board with respect to any matter or provision contained in the Plan shall be final, conclusive and binding upon the Company and all participants in the Plan, their heirs and legal representatives.
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(c)
|
Subscriptions, notices and actions under the Plan will be on such forms as AngioDynamics may provide.
|
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(d)
|
No fractional shares may be subscribed for and no fractional shares or scrip will be issued or sold.
|
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(e)
|
The provisions of the Plan shall be governed by the laws of the State of New York without resort to that state’s conflicts of law rules.
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(f)
|
This Plan and the purchase rights granted pursuant to the Plan shall not confer upon an Employee any right to continued employment with the Company, nor shall it interfere, in any way, with the right of the Company to modify the Employee’s compensation, duties and responsibilities, or the Company’s authority to terminate the Employee’s employment.
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(g)
|
This Plan shall not confer upon an Employee any rights as an owner of shares of Common Stock until the Employee exercises purchase rights granted pursuant to the Plan.
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