Management Incentive Plan for services in years prior to 1963 and outstanding on January 31, 1964, the amount of the payments made in 1963 in respect of participation units awarded for prior years, and the number of common shares covered by stock options granted during the period from January 1, 1963, to January 31, 1964.
TABLE III
Participation 1963 Common shares
units out- payments covered by options
standing on in respect Granted Granted
1/31/64 of participa- 2/13/63 1/8/64
tion units
H. E. Humphreys, Jr. . . . . . . . . . . . . . . . 3,684 $8,105 – –
Chairman of the board.
George R. Vila . . . . . . . . . . . . . . . . . . . . 3,001 6,602 1,080 –
President.
Frank J. McGrath . . . . . . . . . . . . . . . . . 845 1,859 405 –
Vice president and treasurer.
John W. McGovern . . . . . . . . . . . . . . . . 1,446 3,181 – –
Member of executive committee
and director. Former president.
All directors and officers as a group . . . 14,820 32,604 4,293 825
The stock options granted in February of 1963, accompanying participation units awarded for 1962 under the Management Incentive Plan, provide for an option price of $45.0625 per share, the mean between the high and low market prices on the date of grant. No such option may be exercised unless and until the employee continues in employment for at least 18 months after the date of grant or at least 12 months in specified circumstances. All such options granted for 1962 must be exercised, if at all, on or before February 13, 1973, but may not be exercised later than three months after retirement or one year after death.
The stock options awarded in January of 1964, under the Bonus Plan, were granted upon terms generally similar to those applicable to the options awarded under the Management Incentive Plan as described above, except that the option price is $45.625 per share (the closing market price on the day preceding the date of grant) and the expiration date is January 7, 1970.
Except in cases of approved retirement, death, or other circumstances which would render cancellation inequitable, all participation units and stock options expire upon termination of employment. All participation units and stock options are non-assignable and non-transferable by the employee, except by will or the laws of descent and distribution.
Proposed Continuation of Bonus Plan and Management Incentive Plan
Questions to be Considered
The company has two plans, adopted by the stockholders, providing for awards of incentive compensation based upon the company’s earnings. They are the Bonus Plan adopted in 1929 and the 10