Limited provision for the granting of stock options to officers and employees is contained in the Bonus Plan; and, as described at pages 9-10 above, certain options were granted under the plan early in 1964. As of January 31, 1964, 42,570 unissued shares of the common stock of the company (being the same shares referred to in the immediately preceding paragraph) were available under the Bonus Plan for the granting of additional stock options. However, because the plan was first adopted more than ten years ago, it is uncertain whether the company could grant further options thereunder which would constitute “qualified stock options” under the Internal Revenue Code as amended by the Revenue Act of 1964.
Recommendations for awards under the Bonus Plan are acted upon by the executive committee or, in the case of Class A bonuses only, by the chairman of the board or the president. Such actions are taken pursuant to rules and regulations, as to eligibility and otherwise, prescribed by the board of directors. The granting of stock options under the Bonus Plan has been by action of a majority of the members of the board of directors not receiving such options.
The Bonus Plan authorizes the board of directors to make provision for the awarding of Class C bonuses to employees who equal or excel certain standards of performance. If this part of the plan should be implemented, such bonuses could be awarded without regard to the company’s earnings.
Final decisions with respect to questions arising under the Bonus Plan are made by the board of directors or the executive committee. The board of directors has the right to amend or repeal the plan but does not have the right to increase the amount which may be credited for any year to the Class B Bonus Fund.
If the Bonus Plan and the Management Incentive Plan are continued in effect, it is expected that, as in recent years, the number of annual participants under the Bonus Plan will be in the range of approximately 350-600 persons. It is also contemplated that recipients of Class B bonuses will, as in the past, be persons holding positions next in importance to those occupied by participants under the Management Incentive Plan.
Management Incentive Plan (Continuation of Which is Proposed)
The Management Incentive Plan permits the granting of a bonus award to any officer, employee or other person engaged in the business of the company who, during the year for which such award is granted, has rendered outstanding services to the company in an important managerial or other responsible position and has contributed significantly to the success of the company.
Awards under the Management Incentive Plan may be granted in the form of cash, participation units, participation units accompanied by a stock option, or a combination of cash and participation units with or without an accompanying stock option. Each participation unit entitles the recipient, or, in the event of death, his successors, to receive cash payments equivalent to the dividends, other than stock dividends, on one share of the common stock of the company from the time of the award of the participation unit until the time of the recipient’s death or the 85th anniversary of his birth, whichever is later. An award of participation units may be accompanied by an option to purchase common stock of the company at not less than the mean price of said stock on the New York Stock Exchange on the day of the granting of the option; however, the participation units accompanied by such stock option