and $2,690 to another person) in respect of deferred cash awards previously granted under the Management Incentive Plan.
All participation units shown in the second column were outstanding on January 31, 1964, with the exception of 136 units previously awarded to persons other than directors and officers.
The numbers of shares shown in the last column include, where applicable, shares covered by unexpired and unexercised options granted under the Bonus Plan in 1958.
Proposed Adoption of 1964 Stock Option Plan
Proposal to be Considered
In the judgment of the board of directors, further provision should be made by the company for the granting of stock options to employees occupying positions of importance and responsibility. The board regards such options — particularly those which are accorded special status under the Federal income tax laws — as an effective means by which the company may attract and retain outstanding personnel and induce such personnel to invest in the company’s stock and identify their interests more closely with those of the stockholders.
Believing that it would serve the best interests of the company and its stockholders, the board of directors has formulated a proposed 1964 Stock Option Plan. At its meeting held February 12, 1964, the board passed a resolution declaring that in its opinion the adoption of such plan is advisable, and directing that the annual meeting of the stockholders to be held April 21, 1964, be called for the purpose, among others, of taking action thereon.
Proposed 1964 Stock Option Plan
The text of the proposed 1964 Stock Option Plan is set forth in Exhibit A to this proxy statement, and reference is made thereto for a full statement of its terms and provisions.
The proposed plan would permit the granting of stock options to officers and employees of the company and its subsidiaries occupying positions of importance and responsibility who have demonstrated unusual ability or initiative and who can make significant contributions to the company’s success. The plan would be administered, and options thereunder would be granted, by the board of directors, whose decision on any question arising under the plan would be final.
The stock options granted under the plan would be options to purchase common stock of the company newly issued for such purpose or acquired by the company and held in its treasury. Subject to adjustment in certain specified events, the aggregate number of shares of such stock which could be purchased upon the exercise of options granted under the plan would be 200,000, which is less than 4% of the number of shares of such stock issued and outstanding on January 31, 1964. In the opinion of counsel, no stockholder of the company would have any preemptive right to purchase any of the shares which might be optioned under the plan.
The terms and conditions of the options granted under the plan would be determined by the board of directors subject to certain limitations. No such option would be exercisable until the optionee had continued to be an employee for at least twelve months after the granting of the