holders’ meeting, and (b) apply to the Superior Court in New Jersey within thirty days after such stockholders’ meeting, on reasonable notice to the company, for the appointment of three disinterested appraisers. The statute requires the charges and expenses of such appraisers and appraisal to be paid by the corporation. The statute also provides that the corporation may elect to permit the dissenting stockholder to subscribe for his proportionate share of the new stock to be issued. No further notice will be given by the company to any stockholder as to the dates prior to which actions must be taken by the stockholder to perfect rights under said Section 14:9-3.
Required Vote and Recommendation of Board of Directors
The question concerning the Bonus Plan and the question concerning the Management Incentive Plan will be submitted to the stockholders at the forthcoming annual meeting in the form of separate resolutions that each such plan be continued in effect. The proposal concerning the 1964 Stock Option Plan will be submitted at said meeting in the form of a resolution that such plan, as set forth in Exhibit A to this proxy statement, be adopted.
The presence in person or by proxy of the holders of one-third of all the shares of the capital stock of the company is required for a quorum at the meeting. The favorable vote of two-thirds in interest of each class of stockholders present in person or by proxy and voting at the meeting is required for the adoption of each of said resolutions.
The board of directors recommends a vote “FOR” continuing the Bonus Plan in effect, a vote “FOR” continuing the Management Incentive Plan in effect, and a vote “FOR” adopting the proposed 1964 Stock Option Plan as set forth in Exhibit A hereto.
New York, New York
March 17, 1964