SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
CAMBREX CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
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[ ] Fee paid previously with preliminary materials.
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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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[LOGO] CAMBREX CORPORATION
March 22, 2004
Dear Stockholder,
You are cordially invited to attend the Annual Meeting of Stockholders of
Cambrex Corporation. This year's meeting will be held on Thursday, April 22, at
1:00 P.M. in the Seminar Room at the Sheraton Meadowlands Hotel, Two Meadowlands
Plaza, East Rutherford, New Jersey. Your Board of Directors and management look
forward to greeting personally those shareholders that are able to attend.
At this year's meeting, in addition to the election of four directors, and
ratification of the Company's auditors, PricewaterhouseCoopers LLP, you will be
asked to approve the 2004 Incentive Plan. Your Board of Directors recommends
that you vote FOR these proposals that are more fully described in the
accompanying proxy statement.
Your vote is important. Whether you plan to attend the meeting or not,
please complete the enclosed proxy card and return it as promptly as possible.
The enclosed proxy card contains instructions regarding voting. If you attend
the meeting, you may continue to have your shares voted as instructed in the
proxy, or you may withdraw your proxy at the meeting and vote your shares in
person.
Sincerely,
James A. Mack
Chairman, President and
Chief Executive Officer
2
[LOGO] CAMBREX CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD APRIL 22, 2004
Notice Is Hereby Given that the 2004 Annual Meeting of Stockholders of
Cambrex Corporation (the "Company") will be held in the Seminar Room at the
Sheraton Meadowlands Hotel, Two Meadowlands Plaza, East Rutherford, New Jersey
on April 22, 2004, at 1:00 P.M., for the following purposes:
1. to elect four (4) directors in Class II to hold office until the 2007
Annual Meeting of Stockholders and until their successors shall be elected and
qualified; and
2. to consider and act upon the approval of the 2004 Incentive Plan; and
3. to consider and act upon the ratification of the appointment of
PricewaterhouseCoopers LLP as independent accountants for 2004; and
4. to transact such other business as may properly come before the meeting
or any adjournment thereof.
Only stockholders of record of Common Stock of the Company at the close of
business on March 15, 2004, will be entitled to vote at the meeting. The list of
such stockholders will be available for inspection by stockholders during the
ten days prior to the meeting in accordance with Section 219 of the Delaware
General Corporation Law at the offices of American Stock Transfer and Trust
Company, 6201 15th Avenue, Brooklyn, New York 11219. Stockholders may make
arrangements for such inspection by contacting Peter E. Thauer, Senior Vice
President, General Counsel & Secretary, Cambrex Corporation, One Meadowlands
Plaza, East Rutherford, New Jersey 07073.
By order of the Board of Directors,
Peter E. Thauer,
Secretary
March 22, 2004
THE VOTE OF EACH STOCKHOLDER IS IMPORTANT.
PLEASE DATE AND SIGN THE ACCOMPANYING PROXY CARD AND PROMPTLY
RETURN IT IN THE POSTAGE PAID ENVELOPE PROVIDED.
CAMBREX CORPORATION
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2004 ANNUAL MEETING OF
STOCKHOLDERS
PROXY STATEMENT
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PROXY SOLICITATION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Cambrex Corporation (the "Company") for use
at the 2004 Annual Meeting of Stockholders to be held on April 22, 2004, and at
any adjournment of the meeting. The address of the Company's principal executive
office is One Meadowlands Plaza, East Rutherford, New Jersey 07073. This Proxy
Statement and the form of proxy are being mailed to stockholders on or about
March 22, 2004.
The costs of soliciting proxies will be borne by the Company. Brokerage
houses, banks, custodians, nominees and fiduciaries are being requested to
forward the proxy material to beneficial owners, and their reasonable expenses
therefore will be reimbursed by the Company. Solicitation will be made by mail
and also may be made personally or by telephone or telegraph by the Company's
officers, directors and employees without special compensation for such
activities. In addition, the Company has engaged the firm of D.F. King & Co.,
Inc. to assist in the solicitation of proxies for a fee of not more than
$________ plus reimbursement of out-of-pocket expenses.
REVOCABILITY AND VOTING OF PROXY
A proxy given by a stockholder may be revoked at any time before it is
exercised by giving another proxy bearing a later date or by notifying the
Company in writing of such revocation or by a vote in person at the Annual
Meeting. The execution of a proxy will not affect a stockholder's right to
attend the Annual Meeting and vote in person, but attendance at the Annual
Meeting will not, by itself, revoke a proxy. Properly executed proxies received
by the Company will be voted in accordance with the instructions indicated
thereon and if no instructions are indicated, will be voted for the election of
the four nominees for director named herein, for approval of the 2004 Incentive
Plan and in favor of the selection of PricewaterhouseCoopers LLP as independent
accountants for the Company. The Company knows of no reason why any of the
nominees named herein would be unable to serve for the terms indicated. In the
event, however, that any such nominee should, prior to the election, become
unable to serve as a director, unless the Board of Directors decides to decrease
the size of the
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Board, the proxy will be voted for such substitute nominee as the Board of
Directors shall propose.
The Board of Directors knows of no matters to be presented at the meeting
other than those set forth in the foregoing Notice of Annual Meeting. The Proxy
Card conveys discretionary authority to vote on any other matter not presently
known by management that may properly come before the Annual Meeting. If other
matters properly come before the meeting, the persons named in the accompanying
form of proxy intend to vote the shares subject to such proxies in accordance
with their best judgment.
RECORD DATE AND VOTING RIGHTS
The Company has only one class of voting securities, Common Stock, par
value $0.10 ("Common Stock"). Only holders of Common Stock of the Company of
record at the close of business on March 15, 2004, will be entitled to vote at
the meeting. On such record date there were outstanding and entitled to vote
__________ shares of Common Stock and each such share is entitled to one vote.
PRINCIPAL STOCKHOLDERS
The following sets forth information with respect to the only persons of
which the Company is aware as of February 17, 2004, who may be deemed to
beneficially own more than 5% of the outstanding Common Stock of the Company:
Percent
Name and Address Number of Shares Beneficially Owned (1) of Class (2)
----------------- --------------------------------------- --------
Capital Research and Management Company
333 South Hope Street 2,600,000(3) 10.1%
Los Angeles, California 90071
Barclays Private Bank Limited
59/60 Grosvenor Street 2,251,281(4) 8.73%
London, WIX 9DA England
Barclays Global Investors, NA.
45 Fremont Street 1,826,613(5) 7.08%
San Francisco, CA 94105
U.S. Trust Corp.
114 W 47th Street 1,597,861(6) 6.2%
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New York, NY 10036
5.17%
Cyril C. Baldwin, Jr. 1,348,139(7)
39 Locust Avenue
New Canaan, Connecticut 06840
Prudential Financial, Inc.
751 Broad Street 1,291,361(8) 5.0%
Newark, New Jersey 07102
(1) Unless otherwise indicated (a) share ownership is based upon information
furnished as of February 17, 2004, by the beneficial owner, and (b) each
beneficial owner has sole voting and investment power with respect to the
shares shown.
(2) For the purpose of this table, the percent of issued and outstanding
shares of Common Stock of the Company held by each beneficial owner has
been calculated on the basis of (i) 26,085,677 shares of Common Stock
issued and outstanding (excluding treasury shares) on February 17, 2004,
and (ii) 23,922 shares still to be issued in connection with the 1993
conversion of the Company's 9% Convertible Subordinated Notes.
(3) In a Schedule 13G under the Securities Exchange Act of 1934 dated February
10, 2004 and filed by Capital Research and Management Company ("Capital"),
Capital reported that it has sole dispositive power over 2,6000,000
shares. The shares reported on Capital's Schedule 13G are reported
beneficially owned as a result of acting as investment adviser to various
investment companies registered under Section 8 of the Investment Act of
1940.
(4) In a Schedule 13G under the Securities Exchange Act of 1934 dated February
13, 2004 and filed by Barclays Private Bank Limited ("Barclays"), Barclays
reported that it is the beneficial owner of 2,251,281 shares, has sole
dispositive power and sole voting power over 2,104,002 shares held by
Barclays in trust accounts for the economic benefit of the beneficiaries
of those accounts.
(5) In a Schedule 13G under the Securities Exchange Act of 1934 dated February
13, 2004 and filed by Barclays Global Investors, NA. ("Global"), Global
reported that it is the beneficial owner of 1,826,613 shares, has sole
dispositive power and sole voting power over 1,679,334 shares.
(6) In a Schedule 13G under the Securities Exchange Act of 1937 dated February
17, 2004 and filed by U.S. Trust Corp. ("U.S. Trust"), U.S. Trust reported
that it is the beneficial owner of 1,597,861 shares, has
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sole voting power over 1,412,600 shares and shared voting power over
185,261 shares.
(7) Includes 13,000 shares issuable upon exercise of options granted under the
Company's 1994, 1996 and 2001 Stock Option Plans and 225,000 shares held
by a family member as to which Mr. Baldwin disclaims beneficial ownership.
(8) In a Schedule 13G/A under the Securities Exchange Act of 1934 dated
February 9, 2004 and filed by Prudential Financial, Inc. ("Prudential"),
Prudential may be deemed to be the beneficial owner of 1,291,361 shares.
Prudential may be deemed the beneficial owner of securities beneficially
owned by reason of being the Parent Holding Company and the direct or
indirect parent of registered investment advisers and broker dealers and
may have direct or indirect voting and/or investment discretion over
1,279,361 shares which are held for its own benefit or for the benefit of
its clients by its separate accounts, externally managed accounts,
registered investment companies, subsidiaries and/or other affiliates.
Prudential shares power to dispose of 1,031,418 shares and shares voting
power as to 994,218 shares. Prudential through its beneficial ownership of
the Prudential Insurance Company of America ("PICOA") may be deemed to
presently hold 12,000 shares for the benefit of PICOA's general account.
COMMON STOCK OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS
The following table gives information concerning the beneficial ownership
of the Company's Common Stock on February 17, 2004, by (i) each director and
nominee for election as a director, (ii) each of the executive officers named in
the Summary Compensation Table (below) and (iii) all directors and executive
officers of the Company as a group.
BENEFICIAL OWNERS SHARES BENEFICIALLY OWNED (1) PERCENT OF CLASS (2)
----------------- ----------------------------- --------------------
Rosina B. Dixon, M.D 27,460(3) *
Roy W. Haley 17,769 (4) *
Kathryn Rudie Harrigan 26,153(3) *
Leon J. Hendrix, Jr. 29,466(5) *
Ilan Kaufthal 41,618(3) *
William B. Korb 18,069(6) *
Robert LeBuhn 30,534(7) *
James A. Mack 663,991(8) 2.54%
John R. Miller 17,175(9) *
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Peter Tombros 9,116(10) *
N. David Eansor 31,848(11) *
Luke M. Beshar 64,439(12) *
Steven M. Klosk 306,961(13) 1.18%
Paolo Russolo 117,978(14) *
All Directors and Executive Officers 2,104,884(15) 8.06%
as a group (20 Persons)
* Beneficial Ownership is less than 1% of the Common Stock outstanding
(1) Except as otherwise noted, reported share ownership is as of February 17,
2004. Unless otherwise stated, each person has sole voting and investment
power with respect to the shares of Common Stock he or she beneficially
owns.
(2) For the purpose of this table, the percent of issued and outstanding
shares of Common Stock of the Company held by each beneficial owner has
been calculated on the basis of (i) 26,085,677 shares of Common Stock
issued and outstanding (excluding treasury shares) on February 17, 2004,
(ii) all shares of Common Stock subject to stock options which are held by
such beneficial owner and are exercisable within 60 days of February 17,
2004, and (iii) 23,922 shares still to be issued in connection with the
1993 conversion of the Company's 9% Convertible Subordinated Notes.
(3) The number of shares reported includes 16,500 shares issuable upon
exercise of options granted under the Company's 1994, 1996 and 2001 Stock
Option Plans.
(4) The number of shares reported includes 12,000 shares issuable upon
exercise of options granted under the Company's 1996 and 2001 Stock Option
Plans and 5,769 share equivalents held at February 17, 2004 in the
Company's Directors' Deferred Compensation Plan.
(5) The number of shares reported includes 16,500 shares issuable upon
exercise of options granted under the Company's 1994, 1996 and 2001 Stock
Option Plans and 9,966 share equivalents held at February 17, 2004 in the
Company's Directors' Deferred Compensation Plan.
(6) The number of shares reported includes 12,000 shares issuable upon
exercise of options granted under the Company's 1996 and 2001 Stock Option
Plans, 1,000 shares held by a family member for which beneficial ownership
of such shares is disclaimed, and 5,069 share equivalents
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held at February 17, 2004 in the Company's Directors' Deferred
Compensation Plan.
(7) The number of shares reported includes 16,500 shares issuable upon
exercise of options granted under the Company's 1994, 1996 and 2001 Stock
Option Plans and 10,738 share equivalents held at February 17, 2004 in the
Company's Directors' Deferred Compensation Plan.
(8) The number of shares reported includes 287,817 shares issuable upon
exercise of options granted under the Company's Stock Option Plans and
93,295 share equivalents held at February 17, 2004 in the Company's
Deferred Compensation Plan and 2,057 shares held at December 31, 2003 in
the Company's Savings Plan and 150,000 Incentive Appreciation Units (see
Management Contracts and Programs). 916 shares held by a family member are
included and beneficial ownership of such shares is disclaimed.
(9) The number of shares reported includes 12,000 shares issuable upon
exercise of options granted under the Company's 1996, 1998 and 2001 Stock
Option Plans.
(10) The number of shares reported includes 6,000 shares issuable upon exercise
of options granted under the Company's 2001 Stock Option Plan and 2,116
share equivalents held at February 17, 2004 in the Company's Directors'
Deferred Compensation Plan.
(11) The number of shares reported includes 19,791 shares issuable upon
exercise of options granted under the Company's Stock Option Plans and 851
shares held at December 31, 2003 in the Company's Savings Plan.
(12) The number of shares reported includes 60,625 shares issuable upon
exercise of options granted under the Company's Stock Option Plans and 293
shares held at December 31, 2003 in the Company's Savings Plan.
(13) The number of shares reported includes 224,792 shares issuable upon
exercise of options granted under the Company's Stock Option Plans and
6,204 shares held at December 31, 2003 in the Company's Savings Plan, and
48,232 share equivalents held at February 17, 2004 in the Company's
Deferred Compensation Plan.
(14) The number of shares reported includes 105,625 shares issuable upon
exercise of options granted under the Company's Stock Option Plans.
(15) The number of shares reported includes 1,287,483 shares issuable upon
exercise of options that are currently exercisable or will become
exercisable within 60 days, 18,394 shares held at December 31, 2003 in
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the Company's Savings Plan, 33,658 share equivalents held at February 17,
2004 in the Director's Deferred Compensation Plan and 221,537 share
equivalents held at February 17, 2004 in the Company's Deferred
Compensation Plan. Shares held by immediate family members are not
included and beneficial ownership of such shares is disclaimed.
BOARD OF DIRECTORS
The Board of Directors is responsible for directing the management of the
business and affairs of the Company. The Board holds regular meetings five times
each year and holds additional special meetings as required. During 2003 the
Board held thirteen meetings.
Non-management directors have regularly scheduled executive sessions in
which they meet without the presence of members of management. These executive
sessions occur before or after each regularly scheduled meeting of our Board.
The Lead Director of these executive sessions is John R. Miller.
Our Board has affirmatively determined, after considering all of the
relevant facts and circumstances, that all of the directors, other than James A.
Mack, are independent from our management under the standards set forth in the
Company's Independence Standards for Directors, which was adopted by the Board
in January 2004 and is attached to this proxy statement as Exhibit 1. This means
that none of the independent directors have any direct or indirect material
relationship with the Company, either directly or as a partner, stockholder or
officer of an organization that has a relationship with us. As a result, the
Company has a majority of independent directors on our Board as required by the
listing standards of the New York Stock Exchange.
The Board has established four standing committees: the Audit Committee,
the Compensation Committee, the Governance Committee and the Regulatory Affairs
Committee.
The Audit Committee, comprised of four independent directors appoints
(subject to shareholder approval) the accounting firm to act as the independent
accountants for the Company, consults with the accounting firm concerning the
scope of the audit, reviews the audit results and reviews the Company's internal
financial controls and procedures with the independent accountants and with
members of management. The charter of the Audit Committee which has been adopted
by the Committee and approved by the Board is attached hereto as Exhibit 3 and
is available on the Company's website (www.cambrex.com). All of the members of
the Audit Committee are independent within the meaning of SEC regulations, the
listing standards of
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the New York Stock Exchange and the Company's Independence Standards for
Directors. The Audit Committee held fifteen meetings in 2003.
The Compensation Committee, comprised of four independent directors,
oversees the Company's executive compensation programs and policies and
administers the Company's Stock Option and Incentive Plans. The charter of the
Compensation Committee which has been adopted by the Committee and approved by
the Board is available on the Company's website (www.cambrex.com). All of the
members of the Compensation Committee are independent within the meaning of the
listing standards of the New York Stock Exchange and the Company's Independence
Standards for Directors. The Compensation Committee held six meetings in 2003.
The Regulatory Affairs Committee, comprised of nine independent directors,
oversees the Company's environmental affairs. The Regulatory Affairs Committee
held four meetings during 2003.
The Governance Committee, comprised of four independent directors, is
responsible for reporting to the Board of Directors concerning its evaluation of
the performance of the Chief Executive Officer, individual directors and the
Board as a whole. The Governance Committee makes recommendations to the Board of
Directors concerning nominees for election to the Board at Annual Shareholder
Meetings and candidates for newly created directorships and vacancies on the
Board. The charter of the Governance Committee which has been adopted by the
Committee and approved by the Board is available on the Company's website
(www.cambrex.com). All of the members of the Governance Committee are
independent within the meaning of the listing standards of the New York Stock
Exchange and the Company's Independence Standards for Directors. The Governance
Committee held three meetings in 2003.
Under the retirement policy for non-employee directors established by the
Board of Directors in 1989, a non-employee director (other than incumbent
directors when the policy was adopted) must not have attained age 72 at the time
of election and may not serve as a director beyond the Annual Meeting next
following such person's 72nd birthday.
CONSIDERATION OF DIRECTOR NOMINEES
Stockholder Nominees
The Governance Committee will consider nominees recommended by stockholders.
Such recommendations for the 2005 Annual Meeting should be sent to the Corporate
Secretary of the Company not later than January 26, 2005, and should include
such information as specified in the Company's By-Laws.
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Director Qualifications
The Company's Corporate Governance Guidelines set forth Board membership
criteria. Under these criteria, members of the Board should possess the highest
personal and professional ethics, integrity and values, and be committed to
representing the long-term interests of the shareholders. Their skills and
backgrounds should include, among other things, experience in making decisions,
a track record of competent judgment, the ability to function rationally and
objectively, and experience in different businesses and professions. Directors
must be willing to devote sufficient time to carrying out their duties and
responsibilities effectively, and should be committed to serve on the Board for
an extended period of time. Directors should not serve on more than four other
boards of public companies in addition to the Cambrex Board. Current positions
in excess of these limits may be maintained unless the Board determines that
doing so would impair the director's service on the Cambrex Board.
Identifying and Evaluating Nominees for Directors
The Governance Committee utilizes a variety of methods for identifying and
evaluating nominees for director. The Governance Committee regularly assesses
the appropriate size of the Board, and whether any vacancies on the Board are
expected due to retirement or otherwise. In the event that vacancies are
anticipated, or otherwise arise, the Governance Committee considers various
candidates for director. Candidates may come to the attention of the Governance
Committee through current Board members, professional search firms, shareholders
or other persons. These candidates are evaluated at regular or special meetings
of the Governance Committee, and may be considered at any point during the year.
As described above, the Governance Committee considers properly submitted
shareholder nominations for candidates for the Board. In addition to the
standards and qualifications set out in the Company's Corporate Governance
Guidelines, the Governance Committee also considers such other relevant factors
as it deems appropriate, including the current composition of the Board, the
balance of management and independent directors, the need for Audit Committee
expertise and the evaluations of other prospective nominees. There are no
differences in the manner in which the Governance Committee evaluates nominees
for director based on whether or not the nominee is recommended by a
shareholder.
COMPENSATION OF DIRECTORS
During 2003 the Company paid each non-employee director of the Company an
annual fee of $20,000, as well as $1,000 for each Board, Committee (other than
the Regulatory Affairs Committee) and Stockholders' Meeting attended, except
that the Chairmen of the Compensation, Audit and Governance
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Committees received $1,500 for each Committee meeting attended. The Chairman of
the Regulatory Affairs Committee received $1,500 for each Regulatory Affairs
Committee meeting attended, but the remaining Committee members did not receive
fees for meeting attendance. In 1995 the Board adopted a policy that a minimum
of one-half of Board fees shall be paid in Company Common Stock, and that each
director, within three years after joining the Board, shall have acquired an
amount of Company Common Stock equal in value to the annual Board retainer.
Directors also receive reimbursement for expenses incurred in connection with
meeting attendance. Employees of the Company who are also directors are not paid
any separate fees for acting as directors.
At its meeting on January 21, 2004, the Governance Committee agreed and
later that day the Board approved an increase in the annual retainer to $23,000,
an additional retainer of $5,000 per year for the Chairman of the Audit
Committee, and an increase to $1,500 in the per meeting fee payable to the Lead
Director.
In 1995, the Board adopted a Non-Employee Directors' Deferred Compensation
Plan permitting Directors to defer receipt of Board fees including Company
Common Stock otherwise issuable in payment of Board fees beginning with fees
payable after January 1, 1996.
In January 2001 the Board of Directors adopted the 2001 Performance Stock
Option Plan (the "2001 Plan") which was approved by shareholders at the 2001
Annual Meeting of Stockholders. Pursuant to the terms of the Non-Employee
Director Program of the 2001 Plan, each new, non-employee director shall be
awarded an option to purchase 2,000 shares of the Company's Common Stock upon
election as a director. The 2001 Plan further provides that each non-employee
director will receive a grant of options to purchase 2,000 shares of Common
Stock at the first meeting of the Board of Directors following each Annual
Meeting of Stockholders of the Company. Each such option will have a per share
exercise price equal to the fair market value of the Company's Common Stock on
the date of grant. Options granted to non-employee directors shall be
non-qualified options with a seven-year term. Each option will become
exercisable six months after the date of grant, subject to acceleration upon a
change in control. In April 2003 the Board of Directors granted options to
purchase 2,000 shares of Common Stock under the 2001 Plan to Rosina B. Dixon,
Roy W. Haley, Kathryn Rudie Harrigan, Leon J. Hendrix, Jr., Ilan Kaufthal,
William B. Korb, Robert LeBuhn, John R. Miller and Peter G. Tombros.
ELECTION OF DIRECTORS
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The Board of Directors of the Company is divided into three classes. The
term of office of the directors in Class II expires at this Annual Meeting with
the terms of office of the directors in Class III and Class I ending at
successive Annual Meetings. At this Annual Meeting four directors in Class II
will be elected to hold office until the 2007 Annual Meeting and until their
successors shall be elected and qualified. Each of the nominees has consented to
serve as a director if elected. To be elected, each nominee for director
requires a plurality of the votes cast. A properly executed proxy marked
"Withhold" with respect to the election of one or more directors will not be
voted with respect to the director or directors indicated. The following sets
forth with respect to the four persons who have been nominated by the Board of
Directors for election at this Annual Meeting and the other directors of the
Company certain information concerning their positions with the Company
(including its predecessor and now wholly-owned subsidiary CasChem, Inc.) and
principal outside occupations and other directorships held. Except as otherwise
disclosed herein, none of the corporations or organizations listed below is a
parent, subsidiary or other affiliate of the Company.
Nominees for Election to Serve as Directors until 2007 Annual Meeting (Class II)
Rosina B. Dixon, M.D. (age 61). Director since 1995 and Chairperson of the
Regulatory Affairs Committee and member of the Compensation Committe of the
Board of Directors. Dr. Dixon has been a consultant to the pharmaceutical
industry since May 1986. Prior to that time, she was Vice President and
Secretary of Medical Market Specialties Incorporated, as well as a member of its
Board of Directors. Dr. Dixon previously served as Medical Director, Schering
Laboratories, Schering-Plough Corporation. Prior to that, she was Executive
Director Biodevelopment, Pharmaceuticals Division, CIBA-GEIGY Corporation. She
is a member of the Boards of Directors of Church & Dwight Co., Inc. and Enzon
Pharmaceuticals, Inc.
Roy W. Haley (age 57). Director since 1998. Chairman of the Audit
Committee and member of the Regulatory Affairs Committee of the Board of
Directors. Director, Chairman, President and Chief Executive Office of WESCO
International, Inc. (NYSE), an electrical products distribution company. Prior
to joining WESCO in 1994, served as President and Chief Operating officer of
American General Corporation, one of the nation's largest consumer financial
services organizations. Began his career in 1969 with the management consulting
division of Arthur Andersen & Co. and served as a partner from 1980 until 1988.
Director of United Stationers, Inc. (NASDAQ), Pittsburgh Branch of the Federal
Reserve Bank of Cleveland and civic organizations generally based in Western
Pennsylvania.
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Leon J. Hendrix, Jr. (age 62). Director since 1995 and Chairman of the
Governance Committee and member of the Regulatory Affairs Committee of the Board
of Directors. Chairman of Remington Arms Co. since December 1997 and from
December 1996 until April 1999 was also Chief Executive Officer. From 1993 to
2000, Mr. Hendrix was a Principal of Clayton, Dubilier & Rice, Inc., a private
investment firm. Prior thereto, Mr. Hendrix was with Reliance Electric Company,
a manufacturer and seller of industrial and telecommunications equipment and
services, since 1973, where he held a series of executive level positions, most
recently Chief Operating Officer and a member of the Board of Directors since
1992. Mr. Hendrix is a member of the Boards of Directors of Keithley
Instruments, Inc., NACCO Industries, Inc. He is also Chairman of the Clemson
University Board of Trustees, previously served on the Board of Governors of the
National Electrical Manufacturers Association and the Board of Directors of the
Cleveland Chapter of the American Red Cross.
Ilan Kaufthal (age 56). Director since the Company commenced business in
1981. Member of the Compensation and the Regulatory Affairs Committees of the
Board of Directors. Vice Chairman of Investment Banking at Bear, Stearns & Co.,
Inc. since joining that firm in May 2000. Until joining Bear, Stearns & Co.,
Inc., he was with Schroder & Co. Incorporated as Vice Chairman and head of
mergers and acquisitions for thirteen years. Prior thereto, he was with NL
Industries, Inc., a firm in the chemicals and petroleum services businesses, as
its Senior Vice President and Chief Financial Officer. Director of United Retail
Group, Inc., Russ Berrie & Company, Inc., and Edmunds.com.
Directors Serving until 2005 Annual Meeting (Class III)
William B. Korb (age 63). Director since January 1999 and member of the
Audit and the Regulatory Affairs Committees of the Board of Directors. Director,
President and Chief Executive Officer since 1987 of Marconi Commerce Systems,
Inc., formerly Gilbarco Inc., prior to his retirement on March 1, 2001. Prior to
joining Gilbarco, the world's leading gasoline pump and dispenser manufacturing
company, was Operating Vice President of Reliance Electric Company, a position
he held from 1979 to 1987. Chairman of the Board of Trustees of Moses Cone
Health System and currently serves on the Board of Premier Farnell plc.
James A. Mack (age 66). Director, President and Chief Operating Officer of
the Company since joining the Company in February 1990 and Chief Executive
Officer since April 1995. Appointed Chairman of the Board of Directors in
October 1999. Prior thereto with Olin Corporation, a manufacturer of chemical
and other products since 1984 as Vice President, Specialty Chemicals and, more
recently, Vice President, Performance Chemicals. Executive Vice President of
Oakite Products, Inc. from 1982 to
-15-
1984. Prior to joining Oakite held various positions with The Sherwin-Williams
Company, most recently as President and General Manager of the Chemicals
Division from 1977 to 1981. Past Chairman of the Board of Governors of the
Synthetic Organic Chemical Manufacturing Association. Member of the Board of
Trustees of the Michigan Tech Alumni Fund and serves on the Board of Directors
of Research Corporation Technologies Inc.
John R. Miller (age 66). Director since 1998. Lead Director, Chairman of
the Compensation Committee and member of the Regulatory Affairs Committee. A
retired oil industry executive, Mr. Miller served with The Standard Oil Company
as President and Chief Operating Officer from 1980 until 1986. His post
immediately prior to assuming the Presidency was that of Senior Vice President,
Technology and Chemicals. Other positions held included that of Vice President
of Finance and later Vice President of Transportation. From 2000 to 2003, he was
Chairman and Chief Executive Officer of Petroleum Partners, Inc., a provider of
outsourcing services to the petroleum industry. Prior thereto he was Chairman
and Chief Executive Officer of TBN Holdings, Inc., a buyout firm. Director of
Eaton Corporation and Graphic Packaging Corporation. Past Director and Chairman
of the Federal Reserve Bank of Cleveland.
Peter Tombros (age 61). Director since January 24, 2002. Member of the
Audit, Governance and the Regulatory Affairs Committees of the Board of
Directors. Served as President and Chief Executive Officer from 1994 to 2001 of
Enzon, Inc., a biopharmaceutical company which develops and commercializes
enhanced therapeutics through the application of its propriety technologies.
Before joining Enzon, spent 25 years with Pfizer, Inc. as Vice President of
Marketing, Senior Vice President and General Manager and as Executive Vice
President of Pfizer Pharmaceuticals, Inc. He also served as Vice President
Corporate Strategic Planning. Chairman of the Board and Chief Executive Officer
of VivoQuest, a private biopharmaceutical company. Director of Alpharma, Inc.
and NPS Pharmaceuticals.
Directors Serving until 2006 Annual Meeting (Class I)
Kathryn Rudie Harrigan (age 52). Director since 1994. Member of the Audit
and the Regulatory Affairs Committees of the Board of Directors. Since 1981,
Professor, Management of Organizations Division of the Columbia University
Business School, and, since 1993, the Henry R. Kravis Professor of Business
Leadership at Columbia University Business School. Member of the Board of Active
International.
Robert LeBuhn (age 71). Director since the Company commenced business in
1981. Member of the Compensation, Governance and the Regulatory Affairs
Committees of the Board of Directors. Retired Chairman, Investor International
(U.S.), Inc., a private investment firm where Mr. LeBuhn was
-16-
President from 1984 to 1993, and Chairman until December 1994. Director of Enzon
Pharmaceuticals, Inc. Trustee and Chairman of the Geraldine R. Dodge Foundation.
During 2003, each incumbent director attended more than 90% of the
aggregate of the meetings of the Board and Committees of the Board of which such
director was a member. Eleven directors attended the Company's annual meeting of
stockholders in April of 2003.
Communications with our Board
The Company is committed to providing stockholders and other interested
persons with an open line of communication for bringing issues of concern to the
Company's non-management directors. In January 2004, the Board approved the
following process by which such communications may be made and for handling any
such communications received by the Company:
Any stockholder or interested person may communicate with the Company's
non-management directors as a group by sending a communication to the Board of
Directors, c/o Cambrex Corporation Corporate Secretary, Cambrex Corporation, One
Meadowlands Plaza, 15th Floor, East Rutherford, New Jersey 07073. All
communications will be reviewed by the Company's Corporate Secretary who will
send such communications to the non-management directors unless the Corporate
Secretary determines that the communication does not relate to the business or
affairs of the Company, or the function of the Board or its Committees, or
relates to insignificant matters that do not warrant the non-management
directors' attention or is not otherwise appropriate for delivery to the
non-management directors.
The non-management directors who receive such communication will have
discretion to determine the handling of such communication, and if appropriate,
response to the person sending the communication and disclosure, which shall be
consistent with the Company's policies and procedures and applicable law
regarding the disclosure of information.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten
percent of a registered class of the Company's securities to file reports of
ownership and transactions in the Corporation's securities with the Securities
and Exchange Commission and the New York Stock Exchange. Such directors,
executive officers and ten percent stockholders are also
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required to furnish the Company with copies of all Section 16(a) forms they
file.
Based solely on a review of the copies of such forms received by it, and
on written representation from certain reporting persons, the Company believes
that during 2003 all Section 16(a) filing requirements applicable to its
directors, executive officers and ten percent stockholders were complied with
during the 2003 fiscal year except that Mr. Mossman filed a Form 4 late
reporting a transaction in Company stock.
CODE OF ETHICS
The Company has a Code of Business Conduct and Ethics, which are
applicable to all directors, officers and employees of the Company, including
the Chief Executive Officer, the Chief Financial Officer and the principal
accounting officer. The Code of Business Conduct and Ethics is available on the
Company's website (www.cambrex.com).
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
COMPENSATION PHILOSOPHY
Cambrex seeks to be a leading supplier of products and services to the
life sciences industry, providing superior return to its owners. To achieve
this, the Company plans to be among the top quartile of its peers within the
industry. To meet these objectives, the Company must be able to attract,
motivate and retain personnel with the requisite skills and abilities to enable
the Company to achieve superior results. Accordingly, the Company's compensation
programs are designed to reward above average performance and provide incentive
opportunity to be competitive in the markets for talent in which the Company
participates.
EXECUTIVE COMPENSATION
The Company's executive compensation program involves two components.
Annual compensation is in the form of base salary plus an incentive award which
consists of cash and restricted stock with a multi-year vesting period and which
is awarded to executives based on the achievement of individual goals. Long-term
compensation consists of stock options, which are intended
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to reward executives when improvements in performance increase the market value
of the Company for its stockholders.
The attainment of results measured against the executives' goals and
objectives is reviewed by the Compensation Committee subsequent to review and
recommendation from the Office of the Chairman. Executives are rewarded for
accomplishments that contribute to desired results, i.e., sales, net income,
earnings per share, return on investment and other assigned goals including but
not limited to: service and quality improvement, product and marketing
development, technology development, and personnel development. The Company uses
independent salary surveys of its Peer Group, as well as national compensation
surveys, to assist in determining appropriate levels of compensation for each
executive position. The Company targets annual executive salaries at the median
levels in companies surveyed.
The Company's annual executive incentive compensation program is designed
to provide a better than average individual award when the Company's financial
performance is improved and its long-range prospects are enhanced. This program
currently includes individual measurements against agreed upon annual operating
and financial goals and longer-term strategic growth objectives. Under this
program two-thirds of the award pool is based on annual operating and financial
goals and is generally paid in cash, while the remaining one-third is based on
strategic, longer-term growth objectives and is generally awarded in the form of
restricted stock having a three-year holding period. The Committee may in its
discretion apportion the aggregate award pool between cash and stock and may
increase or reduce individual awards. For 2003, despite the fact that the
Company's financial performance was disappointing, management was able to
achieve a strategic repositioning of the Company through the sale of Rutherford
Chemicals, strenghthen the organization through the addition of key personnel
and thereby generate momentum in the life sciences business going into 2004.
Taking all of this into consideration, the Committee determined that the overall
incentive award pool should be limited to the previous year's payout and,
further, that the cash award for the corporate participants should be limited to
50% of the total incentive award.
Long-term compensation for executives includes Company stock option
grants, which are awarded based on an individual's position in the Company, the
individual's performance, and the number of outstanding stock option awards held
by the individual. Certain options available to the Company's key Employees,
including those individuals named in the Summary Compensation Table (below),
would become exercisable six years from the grant date or sooner if the publicly
traded share price of the Company's shares exceeded predetermined levels for
designated periods of time. Other options would become exercisable based on the
passage of time.
-19-
CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. Mack, the Company's Chairman and Chief Executive Officer, received
$650,000 in annual salary in 2003. Mr. Mack's salary was determined based upon
the same factors used in setting other executive salaries.
For fiscal 2003, Mr. Mack's incentive award consisted of a cash award of
$100,000 and a restricted stock award of 7,825 shares of Company stock valued at
$200,000, both paid in 2004. In setting Mr. Mack's award, the Committee reduced
by almost 10% the amount of his earned restricted stock award, which was
approximately $330,000, and apportioned one-third of the reduced amount to cash.
The awards paid to Mr. Mack reflected his demonstrated leadership in
repositioning Cambrex as a life science company and building an organization
capable of capitalizing on the technology platforms that have been established
for future growth.
At its July 27th, 2000 meeting and based on the Compensation Committee's
recommendation, the Board adopted the 2000 Succession Planning Incentive Program
to ensure effective succession planning and transition. Under the Program the
Chairman and Chief Executive Officer was awarded 175,000 Incentive Appreciation
Units at the traded closing price of the Company's common stock on the date of
the award. With the departure of the Company's Chief Operating Officer early in
2003, Mr. Mack had agreed to remain with the Company for an additional two year
period. At its May 21st, 2003 meeting and considering Mr. Mack's commitment to
continue for a two year period, and based on the Compensation Committee's
recommendation, the Board adopted a new Incentive Appreciation Unit Plan for the
Chairman and Chief Executive Officer replacing the Plan adopted in 2000. Under
the new plan, 150,000 appreciation units were awarded to the Chairman and Chief
Executive Officer valued initially at the closing price of the Company's traded
closing price on the date of the award. Upon a finding by the Board that a
successful management transition has occurred, the vested award would be
exercisable on and after December 31, 2004, if the Company's common stock trades
at or above an average price of $25 per share for twenty consecutive days prior
to December 31, 2004. Thereafter, the Chairman and Chief Executive Officer may
exercise the award in whole or in part and receive in cash from the Company the
difference between the grant price and the traded share price on the date of
exercise times the number of units exercised. The award will expire on the
earlier of (i) December 31, 2007, or (ii) a date one year after retirement or on
the date the Chairman and Chief Executive Officer terminates service with the
Company prior to vesting for any reason except death or total or permanent
disability.
-20-
POLICY REGARDING SECTION 162(m)
The Company's policy on the tax deductibility of compensation is to
maximize deductibility to the extent possible without negating all of its
discretionary power. To this end the Company has submitted complying plans for
stockholder approval. Nevertheless, the Committee has occasionally taken actions
that result in non-deductible compensation and it may do so again in the future
when the Committee determines that such actions are in the Company's best
interests.
COMPENSATION COMMITTEE
John R. Miller, Chairman
Rosina B. Dixon, M.D.
Ilan Kaufthal
Robert LeBuhn
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee during 2003 were John R. Miller,
Rosina B. Dixon, Ilan Kaufthal and Robert LeBuhn, each of whom has been
determined to be independent by the Company's Board of Directors.
EXECUTIVE AND OTHER COMPENSATION
The following table summarizes the compensation earned by the Chief
Executive Officer and each of the four other most highly compensated executive
officers (collectively, the "Named Executive Officers") during the previous
three fiscal years for services in such capacities to the Company and its
subsidiaries.
-21-
SUMMARY COMPENSATION TABLE
Name and Principal
Position Year Annual Compensation Long Term Compensation
-------- ---- ------------------- ----------------------
Securities
Other Annual Restricted Underlying
Compensation Stock Options Payouts-LTIP All Other
Salary ($) Bonus ($) ($) (1) Award(s)($) /SARs (#) payouts ($) Compensation($)
---------- --------- ------------ ----------- ---------- ------------ ---------------
James A. Mack 2003 650,000 100,000 - 0 - 200,000 - 0 - - 0 - 9,000(2)
Chairman, President 2002 612,499 75,953 - 0 - 182,975 156,182 - 0 - 9,000(2)
and Chief Executive 2001 537,500 114,000 - 0 - 339,609 32,612 - 0 - 7,650(2)
Officer
David Eansor 2003 261,346 163,800 - 0 - 31,122 22,500 - 0 - 9,000(2)
President, Cambrex 2002 234,807 205,469 - 0 - 32,344 10,000 - 0 - 9,000(2)
Bioproducts 2001 216,545 43,000 137,622 59,125 - 0 - - 0 - 7,650(2)
Business Unit
Luke Beshar 2003 325,000 90,000 - 0 - 90,000 62,600 - 0 - 9,000(2)
Executive Vice 2002 22,292 200,000 - 0 - - 0 - 230,000 - 0 - - 0 -
President, Chief
Financial Officer
Steven M. Klosk 2003 300,000 80,000 - 0 - 80,000 12,500 - 0 - 9,000(2)
Executive Vice 2002 283,333 28,044 - 0 - 81,000 - 0 - - 0 - 9,000(2)
President, 2001 275,000 37,000 - 0 - 108,675 - 0 - - 0 - 7,650(2)
Administration
Paolo Russolo(3) 2003 259,807 113,000 61,278(4) 60,000 12,500 - 0 - - 0 -
President, Cambrex 2002 212,352 210,228 58,546(4) 29,198 - 0 - - 0 - - 0 -
Profarmaco Business 2001 178,600 220,000 50,000(4) 82,500 - 0 - - 0 - - 0 -
Unit
(1) The rule requires disclosure only when the aggregate value of these items
exceeds the lesser of $50,000 or 10% of salary and bonus.
(2) Amounts indicated are attributable to Company contributions under the
Company's Savings Plan.
(3) Amounts are converted from Italian Lire to U.S. Dollars based on the average
exchange rate for 2001. For 2002 and 2003, the amount is converted from Euro
Dollars to U.S. Dollars.
(4) Paid pursuant to an employment arrangement assumed by the Company as part of
its acquisition of Profarmaco S.r.l.
OPTION GRANTS IN FISCAL 2003
Individual Grants
Potential Realizable Value
% of At Assumed Annual Rates
Total Options Of Return of Stock Price
Granted to Exercise or Appreciation for Option Term(1)
Options Employees in Base Price Expiration -------------------------------
Name Granted (#) Fiscal Year ($/share) Date 5%($) 10%($)
---- ----------- ------------- ----------- ----------- -------- --------
James A. Mack - 0 - 0% N/A N/A N/A N/A
N. David Eansor 12,500 1.7% 18.675 4/24/2010 146,808 372,039
N. David Eansor 10,000 1.4% 19.425 5/22/2010 122,163 309,584
Luke M. Beshar 12,500 1.7% 18.675 4/24/2010 146,808 372,039
Luke M. Beshar 50,000 7.0% 19.425 5/22/2010 610,814 1,547,922
Steven M. Klosk 12,500 1.7% 18.675 4/24/2010 146,808 372,039
Paolo Russolo 12,500 1.7% 18.675 4/24/2010 146,808 372,039
(1) Realizable value is presented net of option exercise price, but before
taxes associated with exercise. These amounts represent assumed compounded
rates of appreciation and exercise of the options immediately prior to the
expiration of their term. Actual gains are dependent on the future
performance of Cambrex Stock, overall stock market conditions, and
continued employment through the exercise period.
- 23 -
The following table sets forth information for each Named Executive
Officer with regard to the aggregate options exercised during 2003 and the
aggregate stock options held as of December 31, 2003.
AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
(1)
Number of securities Value of
Shares underlying unexercised unexercised in-the-money
Acquired on Value options/SARs at FY-end (#) Options/SARs at FY-End ($)
Name Exercise (#) Realized($)(1) Exercisable/Unexercisable Exercisable/Unexercisable(2)
---- ------------ -------------- ------------------------- ----------------------------
James A. Mack - 0 - - 0 - 251,567/202,915 $354,738/0
N. David Eansor - 0 - - 0 - 0/82,500 $0/$140,663
Luke M. Beshar - 0 - - 0 - 57,500/235,00 $0/$374,063
Steven M. Klosk 25,000 378,125 221,667/45,833 $1,749,238/$82,313
Paolo Russolo - 0 - - 0 - 90,000/32,500 $568,300/$82,313
(1) Based upon the market value of underlying securities at exercise less the
exercise price.
(2) Based upon the closing price ($25.26 per share) on December 31, 2003.
The following table provides information as of December 31, 2003 with
respect to shares of Common Stock that may be issued under the Company's
existing equity compensation plans. The table does not include information about
the proposed 2004 Incentive Plan. The Company is submitting the 2004 Incentive
Plan for stockholder approval at the Annual Meeting and has made no grants under
that Plan.
EQUITY COMPENSATION PLAN TABLE
(a) (b) (c)
------------- -------------------------- ------------------------- ------------------------------
Plan category Number of securities to be Weighted-average exercise Number of securities remaining
issued upon exercise of price of outstanding options, available for future issuance
outstanding options, warrants warrants and rights under equity compensation plans
and rights (excluding securities reflected
in column (a))
------------- -------------------------- ------------------------- ------------------------------
Equity compensation
plans approved by
security holders 3,278,615 $26.90 128,178
- 24 -
Equity compensation
plans not approved
by security holders 422,250 $42.02 73,584
--------- ------ -------
Total 3,700,865 $28.62 201,762
========= ====== =======
2000 Employee Performance Stock Option Plan
The 2000 Employee Performance Stock Option Plan provides for the grant of stock
options (both incentive stock options and "non-qualified" stock options)
primarily to key employees of the Company and its subsidiaries who are not
executive officers. The plan is generally administered by the Compensation
Committee of the Board, which has full authority, subject to the terms of the
plan, to determine the provision of awards, including the amount and type of the
awards and vesting schedules, as well as to interpret the plan.
Individual award agreements set forth the applicable vesting schedule for such
awards, which are based on the Company's publicly traded share price but which
may also be based on the passage of time or otherwise. In general, following a
"change in control" (as defined in the plan), each stock option will be canceled
in exchange for a cash settlement equal to the excess of the "change in control
price," which means the highest price per share paid or offered in any bona fide
transaction related to a change in control (as determined by the Compensation
Committee), over the exercise price of the stock option.
Stock options are granted with an exercise price of not less than one hundred
percent of the fair market value of the underlying Cambrex common stock on the
date of grant. Stock options are not exercisable more than ten years from the
date of grant.
- 25 -
The following graph compares the Company's cumulative total stockholder
return, for a five-year period, with a performance indicator of the overall
stock market, the S&P Composite Index, and a peer group which the Company
believes more closely reflects its current businesses. Prices are as of December
31 of the year indicated.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
CAMBREX CORP., S&P 500, AND PEER GROUP
Cambrex Corp., S&P 500 Index, and Peer Group
[PLOT POINTS FOR TOTAL SHAREHOLDER RETURNS LINE GRAPH]
COMPANY NAME / INDEX DEC98 DEC99 DEC00 DEC01 DEC02 DEC03
-------------------- ----- ----- ----- ----- ----- -----
CAMBREX CORP 100 144.16 189.98 183.55 127.59 107.25
S&P 500 INDEX 100 121.04 110.02 96.95 75.52 97.18
PEER GROUP 100 101.63 96.31 67.09 64.63 76.82
The Company's commercial activities are focused on manufacturing and
marketing to customers concentrated in the Life Sciences, including
pharmaceutical chemicals and intermediates and products in the BioSciences
Industry. The Company sold its Rutherford Chemical business in November of 2003.
Although the Company's products are diverse, making it difficult to select a
comparative peer group, the Company believes the peer group to be most
representative of its activities for comparing return to stockholders in terms
of sales, products and customers. Because the sale of Rutherford Chemicals
occurred late in the year, the
- 26 -
peer group includes companies in that sector. Companies included in the peer
group are: Albany Molecular Research, Inc.(2); Charles River Laboratories
International, Inc.; Clariant AG Switzerland(1); Degussa-Huls AG; Ferro
Corporation; International Specialty Products Inc.; Invitrogen Corp.(2); Lonza
Group Ltd(2); Rhodia-Spon ADR; and Sigma-Aldrich Corporation.
(1) Clariant AG Switzerland trades only on the Zurich Stock Exchange
(Switzerland).
(2) Results for these three companies are included only for the years 2000 to
2003.
- 27 -
RETIREMENT PLANS
Retirement benefits are based on an employee's years of service and
compensation for such years. "Compensation" for the purposes of the computation
of benefits, includes regular compensation, bonuses and overtime, but excludes
income attributable to fringe benefits and perquisites. The retirement benefit
earned for a given year of service is calculated by multiplying the
participant's compensation for the year by 1% and adding to that amount 0.6% of
such compensation in excess of the participant's social security covered
compensation. Similar amounts are calculated for each year of service and are
aggregated to obtain the annual retirement benefit, subject to the limitations
imposed by the Employee Retirement Income Security Act of 1974 and related
regulations ("ERISA"). For this purpose social security covered compensation is
the 35-year average of the social security wage bases ending with the wage base
for the year in which the participant reaches age 65.
Although compensation includes the items mentioned above, the Company's
qualified non-contributory pension plan (the "Qualified Plan") limits the
maximum amount of compensation which may be taken into account for the purposes
of calculating benefits to the ERISA limit, which was $200,000 during 2003.
Therefore, any compensation received by any of the Named Executive Officers
which exceeds this amount will not be taken into account in the calculation of
their benefits under this Plan. A Supplemental Non-Qualified Pension Plan, which
became effective on January 1, 1994, provides benefits based on compensation
levels above the ERISA maximum compensation level.
The following table shows the estimated aggregate annual retirement
benefits payable under the Company's Qualified and Supplemental pension plans to
employees listed, assuming they retire at normal retirement age (65), with
benefits payable in the form of a life annuity and that pensionable compensation
for all years after 2003 will be the same as 2003 pensionable compensation.
- 28 -
Pension Plan Table
PROJECTED
2003 PENSIONABLE ANNUAL BENEFITS AT THE LATER OF
NAME COMPENSATION ($) AGE 65 OR JANUARY 1, 2004 ($)
---- ---------------- -----------------------------
James A. Mack(1) $884,100 $186,511
N. David Eansor $467,392 $164,598
Luke M. Beshar $325,000 $ 91,299
Steven M. Klosk $383,888 $177,174
Paolo Russolo(2) $ -0- $ -0-
(1) Mr. Mack is currently over the age of 65. The benefit shown for him is as
of January 2, 2004.
(2) Mr. Russolo does not receive pensionable compensation from the Company but
does receive a retirement benefit from the government of Italy.
DEFERRED COMPENSATION PLAN
The Company has established a Non-qualified Deferred Compensation Plan for
Key Executives (the "Deferred Plan"). Under the Deferred Plan, officers and key
employees may elect to defer all or any portion of their pre-tax annual bonus
and/or annual base salary (other than the minimum required Social Security
contributions and $10,000). The deferred amount is invested in Fidelity Mutual
Funds available under the Cambrex Savings Plan, except for the Cambrex Stock
Fund. During 1995 the Board amended the Deferred Plan to permit officers and key
employees to elect to defer Company stock which would otherwise have issued upon
the exercise of Company stock options. The stock deferred will be held in a
Company Stock Account, and cannot be sold and the proceeds placed in another
Fidelity Fund. Transfers into the Company Stock Account are not permitted. The
Deferred Plan is not funded by the Company, but the Company has established a
Deferred Compensation Trust Fund to protect the account balance in the case of a
change of control of the Company.
CHANGE IN CONTROL ARRANGEMENTS
The Company has entered into agreements with a number of key employees,
including the Named Executive Officers except Mr. Russolo, with the objective of
preserving management stability in
- 29 -
the event of a threatened or actual change of control of the Company. Under each
agreement, in the event of a change of control of the Company (defined in the
agreement to include certain events involving changes in ownership of the
Company's stock or the composition of the Company's Board of Directors or other
structural changes, but, in any case, with the Board having discretion to find
other events to constitute a change of control) the employee is awarded a
three-year contract of employment in substantially the same position he had
prior to the start of the employment contract term. The contract of employment
is at a monthly salary not less than the highest monthly salary earned by the
employee during the 12 months preceding the start of the employment contract
term and provides for an annual bonus and benefits comparable to those
pertaining to the employee prior to the start of the employment contract term.
In addition, in the event of a change of control, performance options including
those granted under the 1998 Performance Stock Option Plan will become
immediately exercisable regardless of publicly traded share price.
In the event that at any time during the employment contract term, the
employee's employment is terminated (i) by the Company (other than by reason of
disability or for cause), or (ii) by the employee by reason of the Company's
violation of the terms of the employment contract, or (iii) by the employee
during the thirteenth month of the employment contract term, with or without
reason, the employee will be entitled to a lump sum payment in an amount equal
to the sum of (a) a ratable portion of the amount of the highest annual bonus
paid to the employee during the three years prior to the year of termination,
based upon the elapsed time in the year of termination, (b) up to three times
the annual salary under the contract and three times such highest annual bonus,
which amount declines ratably over a 36 month term for each month the employee
remains employed by the Company following the first anniversary of the start of
the employment contract term, and (c) the present value of the pension benefit
lost by the employee by reason of the early termination of employment. In the
event of such termination the employee will also be entitled to the employment
benefits, such as health insurance and life insurance, to which he would have
been entitled had his employment not been terminated, and to the immediate right
to exercise any employee stock options notwithstanding their stated
exercisability in installments. Additionally, the employment contracts provide
for an additional payment to the employee to cover any excise tax payable by the
employee on so-called excess golden parachute payments under Section 4999 of the
Internal Revenue Code of 1986, as amended.
- 30 -
MANAGEMENT CONTRACTS AND PROGRAMS
During 1990 the Board of Directors authorized an agreement with Mr.
Baldwin pursuant to which he might, at his election and at any time after
January 1, 1994, enter into a consulting arrangement with the Company upon his
resignation as an employee. Pursuant to this agreement Mr. Baldwin was obligated
to provide certain financial, consulting and advisory services to the Company as
determined by the Chief Executive Officer. The contract continued for the
remainder of Mr. Baldwin's life at an annual fee of $140,000. In 1994 the
Company reached agreement with Mr. Baldwin to restate his consulting
arrangement. Under the restated arrangement, he entered into two agreements at
the prior rate, the first providing for consulting services while he is able to
provide such services and the second providing an additional retirement benefit
for the remainder of his lifetime.
Mr. Baldwin retired as Chief Executive Officer, on April 1, 1995 and as an
employee of the Company, effective April 30, 1995 and elected to begin receiving
payments under the agreement at that time. During 2003 Mr. Baldwin received
$140,000 in consulting payments.
At a meeting held on January 26, 1995, the Board of Directors authorized
similar agreements with Mr. Mack at an annual rate of $100,000.
At its July 27th, 2000 meeting and based on the Compensation Committee's
recommendation, the Board adopted the 2000 Succession Planning Incentive Program
to ensure effective succession planning and transition. Under the Program the
Chairman and Chief Executive Officer was awarded 175,000 Incentive Appreciation
Units at the traded closing price of the Company's common stock on the date of
the award. At its May 21st, 2003 meeting and based on the Compensation
Committee's recommendation, the Board adopted a new Succession Planning
Incentive Plan for the Chairman and Chief Executive Officer replacing the Plan
adopted in 2000. Under the new plan, 150,000 appreciation units were awarded to
the Chairman and Chief Executive Officer valued initially at the closing price
of the Company's traded closing price on the date of the award. Upon a finding
by the Board that a successful management transition has occurred, the vested
award would be exercisable on and after December 31, 2004, if the Company's
common stock trades at or above an average price of $25 per share for twenty
- 31 -
consecutive days prior to December 31, 2004. Thereafter, the Chairman and Chief
Executive Officer may exercise the award in whole or in part and receive in cash
from the Company the difference between the grant price and the traded share
price on the date of exercise times the number of units exercised. The award
will expire on the earlier of (i) December 31, 2007, or (ii) a date one year
after retirement or on the date the Chairman and Chief Executive Officer
terminates service with the Company prior to vesting for any reason except death
or total or permanent disability.
ADOPTION AND APPROVAL OF THE
2004 INCENTIVE PLAN
There will be presented to the stockholders at the Annual Meeting a
proposal to approve the 2004 Incentive Plan (the "2004 Plan"). A general
description of the basic features of the 2004 Plan is set forth below. Such
description is qualified in its entirety by reference to the full text of the
2004 Plan, which is set forth as Exhibit 2 hereto. The 2004 Plan was adopted by
the Board of Directors on ____________________, subject to stockholder approval.
The 2004 Plan is intended as a means of reinforcing the commonality of
interest between the Company's stockholders and its officers, directors and
employees, and as an aid in attracting and retaining officers, directors and
employees of outstanding abilities and specialized skills. The Board of
Directors has determined that it is in the interest of the Company and its
stockholders to provide for the availability of such Incentive Plan, and has
determined that 1.5 million shares of the Company's Common Stock shall be set
aside for issuance to officers, directors and employees under the 2004 Plan.
EMPLOYEES' INCENTIVE PROGRAM
The Company's executive compensation policies (see EXECUTIVE COMPENSATION
above) include base salaries, as well as an annual incentive program which
provides bonus payments if certain agreed financial performance criteria and
personal goals are met or exceeded. In addition, long-term compensation in the
form of stock option awards is also available. This compensation structure has
been essentially unchanged since 1990 and has fostered the Company's increasing
success during this period.
- 32 -
In 1989 the Company introduced a performance stock option plan (the "1989
Plan"), approved by stockholders at their 1990 Annual Meeting. Option awards
under the 1989 Plan became exercisable in one-third increments if certain
publicly traded stock price levels were achieved in certain time periods. The
first third of the options granted became exercisable when the Company's
publicly traded share price reached $14 per share for a period of 20 consecutive
days during the first year following the date options were awarded. The next
one-third became exercisable when the traded share price reached $17 per share
during the second year, and the final one-third upon achieving a traded share
price of $21. During this period, 1990 to 1992, the Company's market
capitalization increased from $21,500,000 to more than $109,000,000.
The Board recommended and the stockholders approved a second incentive
stock option plan (the "1993 Plan") at a time when the Company's Common Stock
was trading at approximately $19 per share. Like the 1989 Plan, the 1993 Plan
provided that options would vest and become exercisable in one-third increments
upon the traded share price reaching certain levels for certain periods of time.
The first one-third of the options granted became exercisable when the Company's
traded share price reached an average of $30 per share for 20 consecutive days
during the year following the first date of grant; a second one-third when the
price reached $35 per share during the second year; and the final one-third
became exercisable when a $40 share price was reached. During this period, 1993
to 1995, the Company's market capitalization increased from $102,700,000 to more
than $310,000,000.
The Board recommended and the stockholders approved another incentive
stock option plan (the "1996 Plan") at a time when the Company's Common Stock
was trading at approximately $28 per share. Like the earlier Plans, the 1996
Plan provided that options would vest and become exercisable in one-third
increments upon the traded share price reaching certain levels for certain
periods of time. The first one-third of the options granted became exercisable
when the Company's traded share price reached an average of $36.75 per share for
20 consecutive days during the year following the first date of grant; a second
one-third when the price reached $40 per share during the second year; and the
final one-third became exercisable when a $43.375 per share price was reached.
During this period, 1995 to 1997, the Company's market capitalization increased
from $310,000,000 to more than $549,000,000.
- 33 -
The Board recommended and the stockholders approved at the 1998 Annual
Shareholders' Meeting an incentive stock option plan (the "1998 Plan") at a time
when the Company's Common Stock was trading at approximately $27 per share
(adjusted for a 2-for-1 split in June 1998). The 1998 Plan provided that options
would vest and become exercisable in one-third increments upon the traded share
price reaching certain levels for certain periods of time. The first one-third
of the options granted became exercisable when the Company's traded share price
reached an average of $30 per share for 20 consecutive days during the year
following the first date of grant; a second one-third when the price reached $35
per share during the second year; and the final one-third became exercisable
when a $40 per share price was reached. During this period, 1998 to 2000, the
Company's market capitalization increased from $645,000,000 to more than
$986,000,000.
In July 2000 the Board approved the 2000 Employee Performance Stock Option
Plan reserving 500,000 shares for grant under the plan. Approximately [430,000]
options have been granted to non-executive employees under the 2000 Plan.
The Board recommended and the stockholders approved at the 2001 Annual
Shareholders' Meeting an incentive stock option plan (the "2001 Plan") at a time
when the Company's Common Stock was trading at approximately $42.50 per share.
The 2001 Plan provided that options would vest and become exercisable in
one-third increments upon the traded share price reaching certain levels for
certain periods of time. The first one-third of the options granted became
exercisable when the Company's traded share price reached an average of $50 per
share for 20 consecutive days during the year following the first date of grant;
a second one-third when the price reached $60 per share during the second year;
and the final one-third became exercisable when a $70 per share price was
reached. During this period, [2000 to 2001], the Company's market capitalization
decreased due to competitive and general economic conditions.
The Board recommended and the stockholders approved at the 2003 Annual
Shareholders' Meeting an incentive stock option plan (the "2003 Plan") at a time
when the Company's Common Stock was trading at approximately $[____] per share.
The 2003 Plan provided that options would vest and become exercisable six years
after the date of grant, subject to acceleration if the publicly traded price of
the Company's Common Stock equaled or exceeded levels established by the
Committee within certain time periods or
- 34 -
in the event of a change in control. Options could also be granted under the
2003 Plan which time-vest in increments over a period of years. In granting
future awards the Committee could determine these price and time-vested
guidelines as it deemed appropriate after considering the Company's current
performance and the expected changes in the Company's business environment.
During this period, 2003 to 2004, the Company's market capitalization
[__________________].
The 2004 Plan, as described in further detail below, being presented for
shareholder approval authorizes the Compensation Committee to grant stock option
awards, stock appreciation rights, restricted stock awards and performance unit
awards in its discretion to key employees (including officers and employee
directors) of the Company, and, if applicable, to determine the exercise price.
NON-EMPLOYEE DIRECTORS' PROGRAM
The Board, at its October 28, 1993 meeting, adopted an option grant
program for non-employee directors. Under the program, which was approved by
shareholders at the 1994 Annual Meeting of Shareholders as part of the 1994
Stock Option Plan, each non-employee director will receive a grant of options to
purchase 2000 shares of Common Stock at the first meeting of the Board of
Directors following each of the Company's Annual Shareholder's meetings. Each
such option will have an exercise price equal to the fair market value of the
Company's Common Stock on the date of grant. Options granted to non-employee
directors shall be non-qualified options. Each option will become exercisable
six months after the date of grant subject to acceleration in the event of a
change of control. Options awarded under the program shall not be subject to the
performance criteria described above. [The Board of Directors has determined
that it is in the interest of the Company and its stockholders to continue the
director's program under the 2004 Plan.]
[The number of shares of Common Stock subject to stock options expected to
be awarded in 2004 in respect of all current non-employee directors as a group
is 18,000.] There are currently nine non-employee directors. The number of
non-employee directors who will participate in the Non-Employee Directors'
Program in the future will vary from year to year. Employees of the Company or a
subsidiary, whether or not directors, are not eligible to receive grants under
the Non-Employee Directors' Program of the 1994 Plan,
- 35 -
the 1996 Plan, the 1998 Plan, 2001 Plan, the 2003 Plan or the 2004 Plan.
- 36 -
NEW PLAN BENEFITS
2004 INCENTIVE PLAN
-------------------
NAME AND POSITION DOLLAR VALUE ($) NUMBER OF UNITS
----------------- ---------------- ---------------
James A. Mack, Chairman,
President and CEO
----------------- ---------------- ---------------
David Eansor, President,
Cambrex BioProducts Business
Unit
----------------- ---------------- ---------------
Luke Beshar, Executive Vice
President, Chief Financial
Officer
----------------- ---------------- ---------------
Steven M. Klosk, Executive
Vice President, Administration
and COO, Cambrex Pharma and
Biopharmaceutical Business
Unit
----------------- ---------------- ---------------
Paolo Russolo, President
Cambrex Profarmaco Business
Unit
----------------- ---------------- ---------------
Executive Group
----------------- ---------------- ---------------
Non-Executive Director Group
----------------- ---------------- ---------------
Non-Executive Officer Employee
Group
----------------- ---------------- ---------------
----------------- ---------------- ---------------
GENERAL PROVISIONS
Eligibility. Awards may be granted under the 2004 Plan to key officers,
employees and directors of the Company and its subsidiaries, provided that
non-employee directors will not be eligible to receive grants of stock
appreciation rights, performance units or other performance-based awards. There
are approximately [______] employees eligible to receive awards under the 2004
Plan. There are currently nine non-employee directors eligible to receive awards
under the 2004 Plan.
Authority of Committee. The 2004 Plan will be administered by the Compensation
Committee or such other Committee designated by the Board (as applicable, the
"Administrator"). The Administrator has authority to: select the participants
who will receive awards, grant awards, determine the terms, conditions, and
restrictions applicable to the awards, construe and interpret the 2004 Plan, and
promulgate, amend and rescind rules relating to the implementation,
administration and maintenance of the 2004 Plan.
The 2004 Plan does not generally establish limits on the exercise price of
awards, earn-out or vesting periods, or, other than in the case of stock
options, termination provisions in the event of termination of employment.
Instead, the Administrator is given the broad authority to establish these terms
in order best to achieve the purpose of the 2004 Plan, except that the exercise
- 37 -
price of a stock option may not be less than one hundred percent of the fair
market value of the Common Stock on the date of grant, that the term of any
[stock option] may not exceed seven years after the date immediately preceding
the date of grant, and that, in the case of restricted stock, the sales
restriction period may not be less than three years.
Number of Shares of Common Stock. The 2004 Plan provides for the grant of not
more than 1.5 million shares of Common Stock, of which no more than 750,000 may
be granted as full value shares (e.g., restricted stock). Shares of Common Stock
subject to an award that is forfeited, surrendered, cancelled, terminated or
settled in cash in lieu of Common Stock will again be available for awards under
the 2004 Plan. In addition, if any award is exercised by tendering Common Stock
to the Company as full or partial payment of the exercise price, the maximum
number of shares of Common Stock available for awards under the 2004 Plan will
be increased by the number of tendered shares.
The number of shares of Common Stock with respect to which awards may be
granted, the number of shares of Common Stock subject to outstanding awards, and
the exercise price of any option issuable under the 2004 Plan, are subject to
adjustment by the Administrator in the event of stock splits, stock dividends,
reorganizations and similar events.
Types of Awards. The 2004 Plan provides for the grant of stock options
(incentive stock options (ISO) or "non-qualified" stock options), stock
appreciation rights, restricted stock, performance units and other stock-based
incentives, including the payment of a minimum of one-half of Board fees to
non-employee directors in shares of Common Stock. These awards are payable in
cash or shares of Common Stock, or any combination thereof, as specified in the
2004 Plan or as established by the Administrator.
Grant of Awards. Awards may be granted singularly or in combination with or
generally in tandem with other awards. The Administrator may provide in any
award agreement that in the event that a participant exercises a stock option
using shares of Common Stock held for at least six months, and/or elects to have
shares of Common Stock withheld to satisfy the Company's withholding
obligations, the participant will then receive a new option covering the number
of shares of Common Stock used to exercise and/or satisfy withholding
obligations. Any such option will have a per share exercise price equal to the
fair market value of the shares, and will be subject to minimum stock price
appreciation
- 38 -
requirements, post-exercise holding periods and other terms and conditions as
the Administrator may establish.
Exercise Price of Stock Options. The Administrator determines the exercise price
of stock options at the time the stock options are granted, except that, as
noted above, the exercise price of a stock option may not be less than one
hundred percent of the fair market value of the Common Stock on the date of
grant. The fair market value of the Common Stock is determined as the average of
the highest and lowest reported sales prices for the Common Stock on the date of
grant (or if no sales were reported that day, the next preceding day a sale
occurred). As of February 27, 2004, the average of the highest and lowest
reported sales prices of Common Stock was $[_____] per share. The exercise price
of a stock option may be paid in cash and/or, in certain circumstances, by
delivery of shares of Common Stock.
Change of Control. In the event of a change of control of the Company, as
defined in the 2004 Plan, (i) all outstanding stock options and stock
appreciation rights become fully exercisable, (ii) all restrictions and
conditions applicable to restricted shares will be deemed to have been
satisfied, and (iii) all performance units and other performance-based awards
will be deemed to have been fully earned. Such acceleration upon a change of
control will apply only to those participants who are employed by the Company
and/or one of its subsidiaries, or who are serving as a director of the Company,
as of the date of the change of control.
Non-transferability of Awards. Generally, awards granted under the 2004 Plan are
not transferable except by will or the laws of descent and distribution or to an
immediate family member or to a trust or similar vehicle for the benefit of such
immediate family member or to a charitable trust.
Amendment, Suspension and Termination of 2004 Plan. The Board may generally
amend, suspend or terminate the 2004 Plan at any time and for any reason.
However, the Company will obtain shareholder approval for any amendment to the
2004 Plan to the extent required by applicable laws or stock exchange rules. In
addition, without limiting the foregoing, unless approved by the Company's
shareholders, no such amendment will be made that would increase the maximum
number of shares available for awards under the 2004 Plan. Further, the
Administrator may not amend or modify the exercise price of, or otherwise
reprice, any outstanding awards.
- 39 -
Deferral. A participant may elect to defer receipt of cash or Common Stock which
would otherwise be due to such participant by virtue of the exercise, earn out
or settlement of any award made under the 2004 Plan, as and to the extent such
deferral is permitted or provided for in a deferred compensation plan maintained
by the Company.
Effect of Termination of Employment on Stock Options. In the event an optionee's
employment with the Company or a subsidiary terminates due to retirement, the
optionee or his representative will generally have one year after the
termination within which to exercise a stock option to the extent it was
exercisable at the date of termination, but in no event will the option be
exercisable beyond its stated term. In the event an optionee's employment with
the Company or a subsidiary terminates due to permanent disability or death, the
optionee or his representative will generally have one year within which to
exercise a stock option to the extent it was exercisable at the date of
termination, but in no event will an option be exercisable beyond its stated
term. Any options (or portions thereof) which are not exercisable at the time
the optionee's employment terminates will be canceled as of such date. If the
optionee ceases to be employed by the Company or a subsidiary for any other
reason, any and all rights of the optionee under any options held by him shall
be forfeited unless otherwise agreed upon by the Administrator.
Effect of Termination of Service as Non-Employee Director on Stock Options. In
the event a non-employee director ceases to serve as a director of the Company
due to death, disability or mandatory retirement, any option held by such
director will generally remain exercisable, to the extent exercisable at the
date of termination, for a period of one year after termination or the remainder
of the option term, if shorter. Any options which are not exercisable as of the
date the director terminates service will be canceled as of such date. In the
event a non-employee director ceases to serve as a director of the Company for
any other reason, all options held by such director will terminate as of the
date of termination unless otherwise agreed upon by the Administrator.
FEDERAL INCOME TAX CONSEQUENCES
Stock Options. Upon exercise of non-qualified options granted under the 2004
Plan, ordinary income is generally realized by the optionee in an amount equal
to the excess of the fair market value or the shares acquired upon exercise over
the exercise price for those shares and the Company is generally entitled to a
deduction
- 40 -
in an equivalent amount at the time of such exercise. In the event of any
subsequent sale of such shares, a gain would be recognized equal to the amount,
if any, by which the sale price exceeds the tax basis of such shares. Such gain
would be long-term or short-term capital gain, depending upon the period of time
during which the shares were held following the date of exercise. Unlike
non-qualified options, an optionee generally does not recognize taxable ordinary
income upon exercise of an ISO and the Company is not entitled to any deduction.
However the exercise of an ISO is subject to the alternative minimum tax and the
optionee must increase his or her alternative minimum taxable income for the
taxable year in which he or she exercised the ISO by the amount that would have
been ordinary income had the option been a non-qualified option. An optionee
will receive long-term capital gain or loss treatment upon the sale of shares
purchased through exercise of an ISO if such shares are held for more than two
years after the grant of the ISO (and one year after the date of exercise). If
such shares are disposed of prior to such time, the optionee will generally
realize ordinary income equal to the excess of (i) the lesser of (x) the amount,
if any, realized on the disposition and (y) the fair market value of the shares
of Common Stock on the exercise date over (ii) the exercise price. Any such
ordinary income recognized by the optionee is deductible by the Company.
The foregoing is only a summary of U.S. federal income taxation upon
awardees and the Company with respect to the grant and exercise of stock options
under the 2004 Plan. It does not purport to be complete and does not discuss the
tax consequences arising in the context of the participant's death or the income
tax laws of any municipality, state or foreign country in which the employee's
income or gain may be taxable.
Approval of the adoption of the 2004 Incentive Plan requires the
affirmative vote of a majority of all shares of Common Stock present in person
or represented by proxy and entitled to vote at the Annual Meeting of
Stockholders. Abstention from voting on the proposal will have the same effect
as voting against the proposal. Broker non-votes will have no effect on the
outcome.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL.
AUDIT COMMITTEE REPORT
- 41 -
The following Report of the Audit Committee (the "Committee") of the Board of
Directors (the "Board") of Cambrex Corporation ("Cambrex" or the "Company") does
not constitute soliciting material and should not be deemed filed or
incorporated by reference into any other Company filing under the Securities Act
of 1933 or the Securities Exchange Act of 1934, except to the extent the Company
specifically incorporates this Report by reference herein.
The Committee consists of four directors, which were appointed by the
Board. The Board has determined that each member of the Committee (i) is
independent as currently defined by Cambrex policy, the Securities and Exchange
Commission ("SEC") Rules and the New York Stock Exchange ("NYSE") listing
standards; and (ii) satisfies the financial literacy requirements of the NYSE
listing standards. Further, the Board has determined that at least one member of
the Committee satisfies the financial expertise requirements of the NYSE listing
standards. The Board has also determined that Mr. Roy Haley, Committee
Chairperson is an Audit Committee Financial Expert, as that term is defined by
current SEC rules.
The Committee acts under a written charter first adopted by the Company's
Governance Committee in 1995 and amended by the Committee and approved by the
Board in May 2000. During early 2004, the Committee prepared a new Charter to
incorporate the current requirements of the SEC and the NYSE listing standards,
and recommended to the Board that the existing charter be replaced by the new
Charter. The Board adopted the new Charter in February 2004. The new Charter is
attached to this Proxy Statement as Exhibit 3, and is available on the Company's
website (www.cambrex.com) in the "Governance" section under the "About Cambrex"
and "Investors" links.
The role of the Committee is to assist the Board in fulfilling its
responsibility to oversee (i) the integrity of the Company's financial reporting
process; (ii) the Company's systems of internal accounting and financial
controls; (iii) the annual independent audit of the Company's financial
statements; (iv) the independent auditors' qualifications and independence; and
(v) the Company's compliance with legal and regulatory requirements. The
Committee's role is one of oversight and it recognizes that the Company's
management is responsible for preparing the Company's financial statements and
that the Company's independent auditors are responsible for auditing those
financial statements.
- 42 -
The Committee's specific responsibilities are set forth in the Charter attached
as Exhibit 3.
The Committee met fifteen (15) times in 2003. The Committee met
individually with management, with PricewaterhouseCoopers LLP ("PwC"), the
Company's independent auditors, and with the Company's internal auditors, as
appropriate.
During 2003, the Committee established a policy (the "Policy") for
pre-approval of all audit and permissible non-audit services performed by the
independent auditors. Under the Policy, the Audit Committee will approve the
following Audit and Audit-Related Services prior to each engagement, along with
a specific fee amount: (i) domestic quarterly reviews and the annual financial
statement audit; (ii) statutory or financial audits for international
subsidiaries or affiliates of the Company; (iii) the attestation engagement for
the independent auditor's report on management's assertion on internal controls
for financial reporting; (iv) financial audits of employee benefit plans; and
(v) due diligence services pertaining to potential business acquisitions and
dispositions. On an annual basis, the Audit Committee will pre-approve a blanket
amount to authorize the following Audit and Audit-Related Services: (i)
consultations related to accounting, financial reporting or disclosure matters;
(ii) assistance with understanding and implementing new accounting and financial
reporting guidance; and (iii) assistance with internal control reporting
requirements and also Permissible Non-Audit Services, including tax services.
Management will provide a quarterly update to the Committee detailing actual
spending by quarter and year-to-date for any services rendered under such
pre-approval. Under the Policy, the Committee has delegated pre-approval
authority to the Chairman for permissible services and fees up to a maximum of
$25,000. The Chairman will report to the entire Committee any services and fees
approved pursuant to such delegation of authority.
The Committee also (i) established procedures for the receipt, retention
and treatment of complaints and allegations which are received by or otherwise
come to the attention of the Company regarding accounting, internal accounting
controls or auditing matters; and (ii) established procedures for employees of
the Company to report to the Committee, on an anonymous and confidential basis,
concerns with respect to accounting or auditing matters.
-43-
As previously reported, in early 2003, the Company voluntarily disclosed
certain issues related to inter-company accounts for the five year period ending
December 31, 2001 that resulted in the restatement of the Company's financial
statements for those years. The SEC began an informal inquiry into the
inter-company accounting matter. In April 2003, the Securities and Exchange
Commission advised the Company that the SEC's informal inquiry had become a
formal investigation. During 2003, the Committee retained Milbank, Tweed, Hadley
and McCloy LLP, as independent counsel, to conduct an investigation and provide
advice in connection with the previously disclosed inter-company accounting
matter and the SEC investigation. The SEC investigation continues and the
Company continues to cooperate with the SEC.
As previously disclosed, in early March 2004, the Company reclassified an
earlier equity investment in a privately held emerging biotechnology company and
determined that such investment was impaired as of the second quarter 2002,
therefore the Company adjusted second quarter and full year 2002 results to
reflect such impairment. In early March 2004, the Company also determined that
an additional valuation allowance related to the deferred tax asset allowance
disclosed in the third quarter 2003 was required; therefore, the Company
adjusted its Third Quarter 2003 Provision for Income Taxes to reflect such
additional allowance. Both adjustments are included in the Company's Annual
Report on Form 10-K for fiscal year end December 31, 2003.
During 2003 the Committee also reviewed and had discussions with Company
management and PwC regarding the audited financial statements, including a
discussion of accounting principles, the reasonableness of significant
judgments, and the clarity of disclosures in the financial statements.
Additionally, the Committee reviewed and had discussions with PwC, regarding the
matters required to be discussed by Statement of Auditing Standards No. 61.
Further, the Committee received the letter from PwC required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit Committees)
and has discussed with representatives of PwC their independence. The Committee
also received the PwC opinion, dated March X, 2004 (the "PwC Opinion"), which is
included in the Company's Annual Report on Form 10K for fiscal year ended
December 31, 2003.
Based on the reviews and discussions with PwC and management, and the PwC
Opinion, the Committee recommended to the Board that the audited financial
statements for the fiscal year
-44-
ended December 31, 2003 be included in Cambrex's 2003 Annual Report on Form
10-K.
AUDIT COMMITTEE
Roy W. Haley, Chairman
Kathryn Rudie Harrigan
William B. Korb
Peter G. Tombros
PRINCIPAL ACCOUNTING FIRM FEES
The following table sets forth the aggregate fees billed to Cambrex for each of
the fiscal years ended December 31, 2002 and December 31, 2003, by the Company's
principal accounting firm, PricewaterhouseCoopers LLP for Audit, Audit-Related,
Tax and All Other Fees:
December 31, 2002 December 31, 2003
----------------- -----------------
Audit Fees $ $
Audit-Related Fees $ $
Tax Fees $ $
----------------- -----------------
Totals $ $
As discussed above in the Audit Committee Report, the Audit Committee
established a policy for pre-approval of all audit and permissible non-audit
services performed by the independent auditors.
The Audit Committee has reviewed payments made and to be billed by
PricewaterhouseCoopers LLP and has determined that they do not affect the
auditor's independence.
RATIFICATION OF
APPOINTMENT OF AUDITORS
The Board of Directors, in accordance with the recommendation of the Audit
Committee, has selected PricewaterhouseCoopers LLP to be the Company's
independent accountants for 2004, subject to the ratification of the
stockholders.
PricewaterhouseCoopers LLP was first engaged by the Company as its
independent accountants on March 19, 1992. A
-45-
representative of PricewaterhouseCoopers LLP is expected to be present at the
meeting, will be afforded an opportunity to make a statement if such
representative desires to do so and is expected to be available to respond to
appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL.
STOCKHOLDER PROPOSALS FOR 2005
Stockholder proposals intended to be presented at the 2005 Annual Meeting
must be received by the Company not later than November 22, 2004 as well as
satisfy certain eligibility requirements established by the Securities and
Exchange Commission, in order to be included in the Company's Proxy Statement
for the 2005 Annual Meeting.
Under the Company's By-laws, any stockholder wishing to present a
nomination for the office of director before the 2005 Annual Meeting for a vote
must give notice to the Company on or prior to January 26, 2005; and any
stockholder wishing to bring a proposal or other business before the 2005 Annual
Meeting for a vote must give the Company not less than 60 days nor more than 90
days advance notice (provided that in the event that less than 70 days' notice
or prior public disclosure of the date of the 2005 Annual Meeting is given or
made to stockholders, notice must be received not later than the close of
business on the 10th day following the date on which such notice of the date of
the 2005 Annual Meeting was mailed or such public disclosure was made) prior to
the date of the 2005 Annual Meeting (which date has not yet been determined by
the Company), and that both such notices must meet certain other requirements as
stated in the Company's By-Laws. Any stockholder interested in making such a
nomination or proposal should request a copy of such By-law provisions from the
Secretary of Cambrex Corporation. If the Company does not receive notice of a
stockholders' proposal within this time frame, the individuals named in the
proxies solicited by the Board of Directors for that meeting may exercise
discretionary voting power with respect to that proposal.
By Order of the Board of Directors.
-46-
Peter E. Thauer,
Secretary
March 22, 2004
UPON WRITTEN REQUEST THE COMPANY WILL PROVIDE TO EACH STOCKHOLDER, WITHOUT
CHARGE, A COPY OF ITS ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION ON
FORM 10-K FOR 2003. REQUESTS SHOULD BE DIRECTED TO MR. LUKE M. BESHAR, EXECUTIVE
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER, CAMBREX CORPORATION, ONE MEADOWLANDS
PLAZA, EAST RUTHERFORD, NJ 07073. SUCH REPORT WILL BE FURNISHED WITHOUT
EXHIBITS. COPIES OF THE EXHIBITS TO SUCH ANNUAL REPORT WILL BE FURNISHED TO
REQUESTING STOCKHOLDERS UPON PAYMENT OF THE COMPANY'S REASONABLE EXPENSES IN
FURNISHING THE SAME.
-47-
EXHIBIT 1
INDEPENDENCE STANDARDS FOR DIRECTORS
Pursuant to the New York Stock Exchange listing standards and the Sarbanes-Oxley
Act of 2002, our Board of Directors has adopted a formal set of categorical
standards with respect to the determination of director independence. To be
considered "independent" for purposes of these standards, a director must be
determined, by resolution of the Board as a whole, after due deliberation, to
have no material relationship with the Company or its subsidiaries other than as
a director. In each case, the Board shall broadly consider all relevant facts
and circumstances and shall apply the following standards:
1. The Board has defined an independent director as a director who meets all of
the following criteria:
a. is not currently an employee or member of management of the Company or
any of its subsidiaries;
b. has no material relationship with the Company (either directly or as a
partner, shareholder or officer of an organization that has a relationship
with the Company). For this purpose material relationships can, for
example, include commercial, industrial, banking, consulting, legal,
accounting, charitable and familial relationships;
c. has no other relationships with the Company or its subsidiaries that
would interfere in the exercise of independent judgment as a director;
d. does not accept any consulting, advisory, or other compensatory fee
from the Company or its subsidiaries except fees received for service as a
director, and has no personal services contract(s) with the Company or its
subsidiaries;
e. is and is not affiliated with a company that is an adviser or
consultant to the Company or its subsidiaries;
f. is not affiliated with a not-for-profit entity that receives
significant contributions from the Company.
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2. Any person who, or whose immediate family member(s), has within the prior
three years had any of the following relationships with the Company does not
qualify as a independent director.
a. Former Employees. A person who has been an employee, or whose immediate
family member has been an executive officer, of the Company or its
subsidiaries, cannot be an independent director until three years after
the end of the employment.
b. Direct Compensation. A director who receives, or whose immediate family
member receives, more than $100,000 per year in direct compensation from
the Company or its subsidiaries, other than director and committee fees,
cannot be an independent director until three years after he ceases to
receive more than $100,000 per year in such compensation.
c. Significant Customers and Vendors. A director who is an executive
officer or an employee of, or whose immediate family member is an
executive officer of, a company that makes payments to, or receives
payments from, the Company or its subsidiaries for property or services in
excess of, in any single fiscal year, the greater of (i) $1 million or
(ii) 2% of the other company's consolidated gross revenues, cannot be an
independent director until three years after falling below the threshold.
d. Former Auditor. A director who is affiliated with or employed by, or
whose immediate family member is affiliated with or employed in a
professional capacity by, a present or former internal or external auditor
of the Company cannot be an independent director until three years after
the end of the affiliation or the auditing relationship.
e. Interlocking Directorships. A director who is employed as, or whose
immediate family member is employed as, an executive officer of another
company where any of the Company's present executive officers serve on
that company's compensation committee cannot be an independent director
until three years after the end of such service or the employment
relationship.
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EXHIBIT 2
CAMBREX CORPORATION
2004 INCENTIVE PLAN
CAMBREX CORPORATION
2004 INCENTIVE PLAN
* * * * *
1. PURPOSE. The purpose of the 2004 Incentive Plan (the "Plan") is to
further and promote the interests of Cambrex Corporation (the "Company"), its
Subsidiaries and its shareholders by enabling the Company and its Subsidiaries
to attract, retain and motivate employees, officers and directors or those who
will become employees, officers or directors, and to align the interests of
those individuals and the Company's shareholders. To do this, the Plan offers
performance-based incentive awards and equity-based opportunities providing such
employees, officers and directors with a proprietary interest in maximizing the
growth, profitability and overall success of the Company and its Subsidiaries.
2. DEFINITIONS. For purposes of the Plan, the following terms shall have
the meanings set forth below:
2.1 "AWARD" means an award or grant made to a Participant under
Sections 6, 7, 8, 9, 10, 11 and/or 12.3 of the Plan.
2.2 "AWARD AGREEMENT" means the agreement executed by a Participant
pursuant to Sections 3.2 and 18.7 of the Plan in connection with the granting of
an Award.
2.3 "BOARD" means the Board of Directors of the Company, as
constituted from time to time.
2.4 "CODE" means the Internal Revenue Code of 1986, as in effect and
as amended from time to time, or any successor statute thereto, together with
any rules, regulations and interpretations promulgated thereunder or with
respect thereto.
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2.5 "COMMITTEE" means the Compensation Committee, or such other
Committee of the Board, which shall be designated by the Board to administer the
Plan. The Committee shall be composed of two or more persons as from time to
time are appointed to serve by the Board with respect to awards to employees.
Each member of the Committee, while serving as such, shall also be a member of
the Board, and shall be an outside director within the meaning of Section 162(m)
of the Code, a "non-employee director" within the meaning of Rule 16b-3 of the
Exchange Act and independent within Section 303A.05 of the New York Stock
Exchange Listing Standards.
2.6 "COMMON STOCK" means the Class A Common Stock, par value $0.10
per share, of the Company or any security of the Company issued by the Company
in substitution or exchange therefor.
2.7 "COMPANY" means Cambrex Corporation, a Delaware corporation, or
any successor corporation to Cambrex Corporation.
2.8 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as in
effect and as amended from time to time, or any successor statute thereto,
together with any rules, regulations and interpretations promulgated thereunder
or with respect thereto.
2.9 "FAIR MARKET VALUE" means, with respect to any given day, the
average of the highest and lowest reported sales prices on the principal
national stock exchange on which the Common Stock is traded, or if such exchange
was closed on such day or, if it was open but the Common Stock was not traded on
such day, then on the next preceding day that the Common Stock was traded on
such exchange, as reported by such responsible reporting service as the
Committee may select.
2.10 "INCENTIVE STOCK OPTION" means any stock option granted
pursuant to the provisions of Section 6 of the Plan (and the relevant Award
Agreement) that is intended to be (and is specifically designated as) an
"incentive stock option" within the meaning of Section 422 of the Code.
2.11 "NON-EMPLOYEE DIRECTOR" shall mean a member of the Board who is
not an employee.
2.12 "NON-QUALIFIED STOCK OPTION" means any stock option granted
pursuant to the provisions of Section 6 of the
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Plan (and the relevant Award Agreement) that is not (and is specifically
designated as not being) an Incentive Stock Option.
2.13 "PARTICIPANT" means any individual who is selected from time to
time under Section 5 to receive an Award under the Plan.
2.14 "PERFORMANCE UNITS" means the monetary units granted under
Section 9 of the Plan and the relevant Award Agreement.
2.15 "PLAN" means the Cambrex Corporation 2004 Incentive Plan, as
set forth herein and as in effect and as amended from time to time (together
with any rules and regulations promulgated by the Committee with respect
thereto).
2.16 "RESTRICTED SHARES" means the restricted shares of Common Stock
granted pursuant to the provisions of Section 8 of the Plan and the relevant
Award Agreement.
2.17 "STOCK APPRECIATION RIGHT" means an Award described in Section
7.2 of the Plan and granted pursuant to the provisions of Section 7 of the Plan.
2.18 "SUBSIDIARY(IES)" means any corporation which is a subsidiary
corporation of the Company as defined in Section 424(f) of the Code.
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3. ADMINISTRATION.
3.1 THE COMMITTEE. The Plan shall be administered by the Committee.
3.2 PLAN ADMINISTRATION AND PLAN RULES. The Committee is authorized
to construe and interpret the Plan and to promulgate, amend and rescind rules
and regulations relating to the implementation, administration and maintenance
of the Plan. Subject to the terms and conditions of the Plan, the Committee
shall make all determinations necessary or advisable for the implementation,
administration and maintenance of the Plan including, without limitation, (a)
selecting the Plan's Participants, (b) making Awards in such amounts and form as
the Committee shall determine, (c) imposing such restrictions, terms and
conditions upon such Awards as the Committee shall deem appropriate, and (d)
correcting any technical defect(s) or technical omission(s), or reconciling any
technical inconsistency(ies), in the Plan and/or any Award Agreement. The
Committee may designate persons other than members of the Committee to carry out
the day-to-day ministerial administration of the Plan under such conditions and
limitations as it may prescribe, except that, unless otherwise provided in the
Plan, the Committee shall not delegate its authority with regard to the
selection for participation in the Plan and/or the granting of any Awards to
Participants. The Committee's determinations under the Plan need not be uniform
and may be made selectively among Participants, whether or not such Participants
are similarly situated. Any determination, decision or action of the Committee
in connection with the construction, interpretation, administration,
implementation or maintenance of the Plan shall be final, conclusive and binding
upon all Participants and any person(s) claiming under or through any
Participants. The Company shall effect the granting of Awards under the Plan, in
accordance with the determinations made by the Committee, by execution of
written agreements and/or other instruments in such form as is approved by the
Committee, provided that written agreements shall not be required with respect
to grants made pursuant to Section 11. The Committee may, in its sole
discretion, delegate its authority to one or more senior executive officers for
the purpose of making Awards to Participants who are not subject to Section 16
of the Exchange Act.
3.3 LIABILITY LIMITATION. Neither the Board nor the Committee, nor
any member of either, shall be liable for any act,
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omission, interpretation, construction or determination made in good faith in
connection with the Plan (or any Award Agreement), and the members of the Board
and the Committee shall be entitled to indemnification and reimbursement by the
Company in respect of any claim, loss, damage or expense (including, without
limitation, attorneys' fees) arising or resulting therefrom to the fullest
extent permitted by law and/or under any directors and officers liability
insurance coverage which may be in effect from time to time.
4. TERM OF PLAN/COMMON STOCK SUBJECT TO PLAN.
4.1 TERM. The Plan shall terminate on such date as is ten years from
the date the Plan is approved by the Company's shareholders, except with respect
to Awards then outstanding. After such date no further Awards shall be granted
under the Plan.
4.2 COMMON STOCK. The maximum number of shares of Common Stock in
respect of which Awards may be granted or paid out under the Plan, subject to
adjustment as provided in Section 15.2 of the Plan, shall not exceed 1,500,000
shares, of which no more than 750,000 shall be granted or paid out as full value
shares (e.g., Restricted Shares). In the event of a change in the Common Stock
of the Company that is limited to a change in the designation thereof to
"Capital Stock" or other similar designation, or to a change in the par value
thereof, or from par value to no par value, without increase or decrease in the
number of issued shares, the shares resulting from any such change shall be
deemed to be the Common Stock for purposes of the Plan. Common Stock which may
be issued under the Plan may be either authorized and unissued shares or issued
shares which have been reacquired by the Company (in the open-market or in
private transactions) and which are being held as treasury shares. No fractional
shares of Common Stock shall be issued under the Plan.
4.3 COMPUTATION OF AVAILABLE SHARES. For the purpose of computing
the total number of shares of Common Stock available for Awards under the Plan,
there shall be counted against the limitations set forth in Section 4.2 of the
Plan the maximum number of shares of Common Stock potentially subject to
issuance upon exercise or settlement of Awards granted under Sections 6, 7 and
12.3 of the Plan, the number of shares of Common Stock issued under grants of
Restricted Shares pursuant to Section 8 and 12.3 of the Plan, the maximum number
of shares of Common Stock potentially issuable under grants or payments of
Performance
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Units or other performance-based Awards pursuant to Section 9 or 10 of the Plan,
respectively, and the maximum number of shares of Common Stock potentially
issuable under grants to Non-Employee Directors in respect of Board fees
pursuant to Section 11 of the Plan, in each case determined as of the date on
which such Awards are granted. If any Awards expire unexercised or are
forfeited, surrendered, cancelled, terminated or settled in cash in lieu of
Common Stock, the shares of Common Stock which were theretofore subject (or
potentially subject) to such Awards shall again be available for Awards under
the Plan to the extent of such expiration, forfeiture, surrender, cancellation,
termination or settlement of such Awards; provided, however, that if any Award
is exercised by tendering Common Stock, either actually or by attestation, to
the Company as full or partial payment of the exercise price, the maximum number
of shares of Common Stock available under Section 4.2 shall be increased by the
number of shares so tendered.
5. ELIGIBILITY.
(a) Individuals eligible for Awards under the Plan shall consist of
key employees, officers and Non-Employee Directors, or those who will become key
employees, officers or Non-Employee Directors, of the Company and/or its
Subsidiaries whose performance or contribution, in the sole discretion of the
Committee, benefits or will benefit the Company or any Subsidiary, provided,
however, that Non-Employee Directors shall not be eligible to receive grants of
Stock Appreciation Rights, Performance Units or other performance-based Awards
under the Plan.
(b) No Incentive Stock Option shall be granted to an employee
ineligible at the time to receive such a Stock Option because of owning more
than 10% of the Common Stock in accordance with the provisions of Section
422(b)(6) of the Code, unless the Stock Option meets the requirements of Section
422(c)(5) of the Code.
6. STOCK OPTIONS.
6.1 TERMS AND CONDITIONS. Stock Options granted under the Plan shall
be in respect of Common Stock and may be in the form of Incentive Stock Options
or Non-Qualified Stock Options (sometimes referred to collectively herein as the
"Stock Option(s)"). Such Stock Options shall be subject to the terms and
conditions set forth in this Section 6 and any additional
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terms and conditions, not inconsistent with the express terms and provisions of
the Plan, as the Committee shall set forth in the relevant Award Agreement.
6.2 GRANT. Stock Options may be granted under the Plan in such form
as the Committee may from time to time approve. Stock Options may be granted
alone or in addition to other Awards under the Plan or in tandem with Stock
Appreciation Rights. Special provisions shall apply to Incentive Stock Options
granted to any employee who owns (within the meaning of Section 422(b)(6) of the
Code) more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company or any Subsidiary, within the meaning of
Sections 424(e) and (f) of the Code (a "10% Shareholder").
6.3 EXERCISE PRICE. The exercise price per share of Common Stock
subject to a Stock Option shall be determined by the Committee, including,
without limitation, a determination based on a formula determined by the
Committee; provided, however, that the exercise price of an Incentive Stock
Option shall not be less than one hundred percent (100%) of the Fair Market
Value of the Common Stock on the date of the grant of such Incentive Stock
Option; provided, further, however, that, in the case of a 10% Shareholder, the
exercise price of an Incentive Stock Option shall not be less than one hundred
ten percent (110%) of the Fair Market Value of the Common Stock on the date of
grant.
6.4 TERM. The term of each Stock Option shall be such period of time
as is fixed by the Committee; provided, however, that the term of any Incentive
Stock Option shall not exceed ten (10) years (five (5) years, in the case of a
10% Shareholder) after the date immediately preceding the date on which the
Incentive Stock Option is granted.
6.5 METHOD OF EXERCISE. A Stock Option, or portion thereof, shall be
exercised by delivery of a written notice of exercise to the Company and payment
of the full exercise price of the shares being purchased. Payment may be made:
(i) in United States dollars in cash or by check, bank draft or money order
payable to the order of the Company, or (ii) through the delivery of shares of
Common Stock which have been held by a Participant for at least six months with
a Fair Market Value equal to the exercise price, or (iii) by a combination of
both (i) and (ii) above. The Committee shall determine acceptable methods for
tendering Common Stock as payment upon exercise of a Stock Option and may impose
such limitations and prohibitions on the use of
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Common Stock to exercise a Stock Option as it deems appropriate. The proceeds
received by the Company upon exercise of any Stock Option may be used by the
Company for general corporate purposes. Any portion of a Stock Option that is
exercised may not be exercised again. With respect to Stock Options, a
Participant shall not have any of the rights or privileges of a holder of Common
Stock until such time as shares of Common Stock are issued or transferred to the
Participant.
6.6 EXERCISABILITY. Any Stock Option granted under the Plan shall
become exercisable on such date or dates as determined by the Committee (in its
sole discretion) at any time and from time to time in respect of such Stock
Option. The Committee may establish installment exercise terms in Awards to
employees based on the Company's publicly traded share price, and may establish
installment exercise terms based on the passage of time or otherwise, such that
the Stock Option becomes fully exercisable in a series of cumulating portions.
Notwithstanding any other provision of the Plan, the aggregate Fair Market Value
(determined at the time the Stock Option is granted) of the shares of stock with
respect to which Incentive Stock Options are exercisable for the first time by a
Participant under the Plan or any other plan of the Company or any Subsidiary,
in any calendar year, shall not exceed $100,000 (or such other individual
employee maximum as may be in effect from time to time under the Code at the
time the Incentive Stock Option is awarded).
6.7 WHO SHALL EXERCISE. During a Participant's lifetime, Stock
Options may be exercised only by the Participant except as provided by the Plan
or as otherwise specified by the Committee in the case of Stock Options which
are not Incentive Stock Options. After the death of a Participant a Stock Option
may be exercised only by his beneficiary in accordance with the terms of the
Plan and the Award Agreement.
6.8 TERMINATION OF EMPLOYMENT.
(a) In the event a Participant (other than a Non-Employee Director)
shall cease to be employed by the Company or any Subsidiary while he is holding
one or more Stock Options, each outstanding Stock Option, or any portion
thereof, which is exercisable on the date of such termination shall expire
unless otherwise determined by the Committee at the earlier of the expiration of
its term or the following:
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(i) one year after termination due to normal retirement, late
retirement or earlier retirement with Committee consent, under a formal
plan or policy of the Company;
(ii) one year after termination due to permanent and total
disability within the meaning of Section 22(e)(3) of the Code as
determined by the Committee;
(iii) one year after the Participant's death; or
(iv) coincident with the date of termination if due to
termination for cause or for any other reason not provided for herein,
except as and to the extent that the Committee may determine otherwise. In
the event of death within the period set forth in clause (i) above, after
normal or early retirement while any portion of the Stock Option remains
exercisable, the Committee in its discretion may provide for an extension
of the exercise period of up to one year after the Participant's death but
not beyond the expiration of the term of the Stock Option.
(b) For the purposes of this Section 6.8, it shall not be considered
a termination of employment when a Participant is placed by the Company or any
Subsidiary on a military or sick leave or such other type of leave of absence
which is considered as continuing intact the employment relationship of the
Participant. In the case of such leave of absence the employment relationship
shall be continued until the later of the date when such leave equals ninety
(90) days or the date when the Participant's right to reemployment with the
Company or such Subsidiary shall no longer be guaranteed either by statute or
contract.
(c) If the Subsidiary for which a Participant is employed ceases to
be a Subsidiary of the Company, unless otherwise determined by the Committee,
such event shall be deemed to constitute a termination of employment due to
resignation for purposes of the Plan.
(d) Unless otherwise determined by the Committee, any portion of a
Stock Option held by a Participant (other than a Non-Employee Director) that is
not exercisable on the date such Participant's employment terminates shall
expire as of such termination date.
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6.9 TERMINATION OF SERVICE AS A NON-EMPLOYEE DIRECTOR.
(a) In the event a Non-Employee Director shall cease to serve as a
director of the Company while he or she is holding one or more Stock Options,
each outstanding Stock Option, or any portion thereof, which is exercisable as
of the date of such termination shall expire unless otherwise determined by the
Committee at the earlier of the expiration of its term or the following:
(i) one year after termination of service due to retirement
under a mandatory retirement policy of the Board as may be in effect on
the date of such termination of service;
(ii) one year after termination of service due to permanent
and total disability within the meaning of Section 22(e)(3) of the Code;
(iii) one year after termination of service due to the
Non-Employee Director's death; or
(iv) coincident with the date service terminates for any other
reason, except as and to the extent that the Committee may determine
otherwise.
(b) Unless otherwise determined by the Committee, any Stock Options
which have not become exercisable as of the date a Non-Employee Director ceases
to serve as a director of the Company shall terminate as of such date.
6.10 TANDEM GRANTS. If Non-Qualified Stock Options and Stock
Appreciation Rights are granted in tandem, as designated in the relevant Award
Agreements, the right of a Participant to exercise any such tandem Stock Option
shall terminate to the extent that the shares of Common Stock subject to such
Stock Option are used to calculate amounts or shares receivable upon the
exercise of the related tandem Stock Appreciation Right.
6.11 RELOAD PROVISION. The Committee may provide in any Award
Agreement that in the event the Optionee exercises a Stock Option using shares
held for at least 6 months and/or elects to have shares withheld to satisfy the
Company's withholding obligations, the Optionee will then receive a new option
covering the number of shares used to exercise and/or satisfy withholding
obligations. Such option will have a per
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share exercise price equal to the then Fair Market Value of the shares, and will
be subject to such terms and conditions as the Committee, in its sole
discretion, may determine, including without limitation, minimum stock price
appreciation requirements and post-exercise holding periods. Nothing in this
Section 6.11 will restrict the Committee's ability to fix or limit in an Award
Agreement the maximum number of shares available under any new option granted
pursuant to an Award Agreement.
7. STOCK APPRECIATION RIGHTS.
7.1 TERMS AND CONDITIONS. The grant of Stock Appreciation Rights
under the Plan shall be subject to the terms and conditions set forth in this
Section 7 and any additional terms and conditions, not inconsistent with the
express terms and provisions of the Plan, as the Committee shall set forth in
the relevant Award Agreement.
7.2 STOCK APPRECIATION RIGHTS. A Stock Appreciation Right is an
Award granted with respect to a specified number of shares of Common Stock
entitling a Participant to receive an amount equal to the excess of the Fair
Market Value of a share of Common Stock on the date of exercise over the Fair
Market Value of a share of Common Stock on the date of grant of the Stock
Appreciation Right, multiplied by the number of shares of Common Stock with
respect to which the Stock Appreciation Right shall have been exercised.
7.3 GRANT. A Stock Appreciation Right may be granted in addition to
any other Award under the Plan or in tandem with or independent of a
Non-Qualified Stock Option.
7.4 DATE OF EXERCISABILITY. In respect of any Stock Appreciation
Right granted under the Plan, unless otherwise (a) determined by the Committee
(in its sole discretion) at any time and from time to time in respect of any
such Stock Appreciation Right, or (b) provided in the Award Agreement, a Stock
Appreciation Right may be exercised by a Participant, in accordance with and
subject to all of the procedures established by the Committee, in whole or in
part at any time and from time to time during its specified term.
Notwithstanding the preceding sentence, in no event shall a Stock Appreciation
Right be exercisable prior to the date which is six (6) months after the date on
which the Stock Appreciation Right was granted or prior to the exercisability of
any Non-Qualified Stock Option with which it is granted in tandem. The Committee
may also provide,
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as set forth in the relevant Award Agreement and without limitation, that some
Stock Appreciation Rights shall be automatically exercised and settled on one or
more fixed dates specified therein by the Committee.
7.5 FORM OF PAYMENT. Upon exercise of a Stock Appreciation Right,
payment may be made in cash, in Restricted Shares or in shares of unrestricted
Common Stock, or in any combination thereof, as the Committee, in its sole
discretion, shall determine and provide in the relevant Award Agreement.
7.6 TANDEM GRANT. The right of a Participant to exercise a tandem
Stock Appreciation Right shall terminate to the extent such Participant
exercises the Non-Qualified Stock Option to which such Stock Appreciation Right
is related.
8. RESTRICTED SHARES.
8.1 TERMS AND CONDITIONS. Grants of Restricted Shares shall be
subject to the terms and conditions set forth in this Section 8 and any
additional terms and conditions, not inconsistent with the express terms and
provisions of the Plan, as the Committee shall set forth in the relevant Award
Agreement. Restricted Shares may be granted alone or in addition to any other
Awards under the Plan. Subject to the terms of the Plan, the Committee shall
determine the number of Restricted Shares to be granted to a Participant and the
Committee may provide or impose different terms and conditions on any particular
Restricted Share grant made to any Participant. With respect to each Participant
receiving an Award of Restricted Shares, there shall be issued a stock
certificate (or certificates) in respect of such Restricted Shares. Such stock
certificate(s) shall be registered in the name of such Participant, shall be
accompanied by a stock power duly executed by such Participant, and shall bear,
among other required legends, the following legend:
"The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions
(including, without limitation, forfeiture events) contained in the
Cambrex Corporation 2004 Incentive Plan and an Award Agreement
entered into between the registered owner hereof and Cambrex
Corporation. Copies of such Plan and Award Agreement are on file in
the office of the Secretary of Cambrex
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Corporation, One Meadowlands Plaza, East Rutherford, New Jersey
07073. Cambrex Corporation will furnish to the recordholder of the
certificate, without charge and upon written request at its
principal place of business, a copy of such Plan and Award
Agreement. Cambrex Corporation reserves the right to refuse to
record the transfer of this certificate until all such restrictions
are satisfied, all such terms are complied with and all such
conditions are satisfied."
Such stock certificate evidencing such shares shall, in the sole discretion of
the Committee, be deposited with and held in custody by the Company until the
restrictions thereon shall have lapsed and all of the terms and conditions
applicable to such grant shall have been satisfied.
8.2 RESTRICTED SHARE GRANTS. A grant of Restricted Shares is an
Award of shares of Common Stock granted to a Participant, subject to such
restrictions, terms and conditions as the Committee deems appropriate,
including, without limitation, (a) restrictions on the sale, assignment,
transfer, hypothecation or other disposition of such shares, (b) the requirement
that the Participant deposit such shares with the Company while such shares are
subject to such restrictions, and (c) the requirement that such shares be
forfeited upon termination of employment for specified reasons within a
specified period of time or for other reasons (including, without limitation,
the failure to achieve designated performance goals).
8.3 RESTRICTION PERIOD. In accordance with Sections 8.1 and 8.2 of
the Plan and unless otherwise determined by the Committee (in its sole
discretion) at any time and from time to time, Restricted Shares shall only
become unrestricted and vested in the Participant in accordance with such
vesting schedule relating to such Restricted Shares as the Committee may
establish in the relevant Award Agreement (the "Restriction Period"); provided,
however, that, other than for Non-Employee Directors, in no event shall the
Restriction Period be shorter than one year. During the Restriction Period, such
stock shall be and remain unvested and a Participant may not sell, assign,
transfer, pledge, encumber or otherwise dispose of or hypothecate such Award.
Upon satisfaction of the vesting schedule and any other applicable restrictions,
terms and conditions, the Participant shall be entitled to receive payment of
the Restricted Shares or
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a portion thereof, as the case may be, as provided in Section 8.4 of the
Plan.
8.4 PAYMENT OF RESTRICTED SHARE GRANTS. After the satisfaction
and/or lapse of the restrictions, terms and conditions established by the
Committee in respect of a grant of Restricted Shares, a new certificate, without
the legend set forth in Section 8.1 of the Plan, for the number of shares of
Common Stock which are no longer subject to such restrictions, terms and
conditions shall, as soon as practicable thereafter, be delivered to the
Participant.
8.5 SHAREHOLDER RIGHTS. A Participant shall have, with respect to
the shares of Common Stock underlying a grant of Restricted Shares, only those
rights of a shareholder of such stock as the Committee may grant in the relevant
Award Agreement. Any stock dividends paid in respect of unvested Restricted
Shares shall be treated as additional Restricted Shares and shall be subject to
the same restrictions and other terms and conditions that apply to the unvested
Restricted Shares in respect of which such stock dividends are issued.
9. PERFORMANCE UNITS.
9.1 TERMS AND CONDITIONS. Performance Units shall be subject to the
terms and conditions set forth in this Section 9 and any additional terms and
conditions, not inconsistent with the express provisions of the Plan, as the
Committee shall set forth in the relevant Award Agreement.
9.2 PERFORMANCE UNIT GRANTS. A Performance Unit is an Award of units
(with each unit representing such monetary amount as is designated by the
Committee in the Award Agreement) granted to a Participant, subject to such
terms and conditions as the Committee deems appropriate, including, without
limitation, the requirement that the Participant forfeit such units (or a
portion thereof) in the event certain performance criteria or other conditions
are not met within a designated period of time.
9.3 GRANTS. Performance Units may be granted alone or in addition to
any other Awards under the Plan. Subject to the terms of the Plan, the Committee
shall determine the number of Performance Units to be granted to a Participant
and the Committee may impose different terms and conditions on any particular
Performance Units granted to any Participant.
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9.4 PERFORMANCE GOALS AND PERFORMANCE PERIODS. Participants
receiving a grant of Performance Units shall only earn into and be entitled to
payment in respect of such Awards if the Company and/or the Participant achieves
certain performance goals (the "Performance Goals") during and in respect of a
designated performance period (the "Performance Period"). The Performance Goals
and the Performance Period shall be established by the Committee, in its sole
discretion. The Committee shall establish Performance Goals for each Performance
Period prior to, or as soon as practicable after, the commencement of such
Performance Period. The Committee shall also establish a schedule or schedules
for Performance Units setting forth the portion of the Award which will be
earned or forfeited based on the degree of achievement, or lack thereof, of the
Performance Goals at the end of the relevant Performance Period. In setting
Performance Goals, the Committee may use, but shall not be limited to, such
measures as total shareholder return, return on equity, net earnings growth,
sales or revenue growth, operating profit, cash flow, comparisons to peer
companies, individual or aggregate Participant performance or such other measure
or measures of performance as the Committee, in its sole discretion, may deem
appropriate. Such performance measures shall be defined as to their respective
components and meaning by the Committee (in its sole discretion). During any
Performance Period, the Committee shall have the authority to adjust the
Performance Goals and/or the Performance Period in such manner as the Committee,
in its sole discretion, deems appropriate at any time and from time to time.
9.5 PAYMENT OF UNITS. With respect to each Performance Unit, the
Participant shall, if the applicable Performance Goals have been achieved, or
partially achieved, as determined by the Committee in its sole discretion, by
the Company and/or the Participant during the relevant Performance Period, be
entitled to receive payment in an amount equal to the designated value of each
Performance Unit times the number of such units so earned. Payment in settlement
of earned Performance Units shall be made as soon as practicable following the
conclusion of the respective Performance Period in cash, in unrestricted Common
Stock, or in Restricted Shares, or in any combination thereof, as the Committee
in its sole discretion, shall determine and provide in the relevant Award
Agreement.
10. PERFORMANCE-BASED AWARDS. Other performance-based awards that
are intended to be "qualified performance-based compensation" within the meaning
of section 162(m) of the Code
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shall be paid solely on account of the attainment of one or more preestablished,
objective performance goals within the meaning of section 162(m) and the
regulations thereunder. Unless otherwise determined by the Committee, the
performance goals shall be the attainment of preestablished levels of any of net
income, operating profit, market price per share, earnings per share, return on
equity, sales or revenue growth, return on capital employed, cash flow,
individual or aggregate Participant performance, environmental, health and
safety performance or regulatory compliance (e.g., compliance with the rules and
regulations of the United States Food and Drug Administration). Payment in
settlement of any such Award may be made in cash, in unrestricted Common Stock,
or in Restricted Shares, or in any combination thereof, as the Committee in its
sole discretion, shall determine and provide in the relevant Award Agreement.
The payout of any such Award to a Covered Employee (as defined below) may be
reduced, but not increased, based on the degree of attainment of other
performance criteria or otherwise at the discretion of the Committee. For
purposes of the Plan, "Covered Employee" has the same meaning as set forth in
Section 162(m) of the Code.
11. BOARD FEES. For so long as the Directors' Common Stock Fee
Payment Plan, adopted by the Board in 1995, remains in effect, a minimum of
one-half of the annual Board fees payable to each Non-Employee Director or, at
the election of such Non-Employee Director, up to one hundred percent of such
Board fees in ten percent increments (i.e., 60%, 70%, 80%, 90% or 100%) (the
applicable percentage, whether 50% or such higher percentage as may be elected
by such Non-Employee Director, the "Applicable Share Percentage"), shall be
received in shares of Common Stock in accordance with the following provisions:
(a) As the Board retainer fees and the per-meeting Board fees are
earned by each Non-Employee Director during the course of each calendar year,
the amount of such fees shall be converted into a number of shares of Common
Stock equivalents based on the closing price of the Common Stock on the
principal national stock exchange on which the Common Stock is traded on the
first trading day of such calendar year (the "First Trading Day Closing Price").
(b) The shares of Common Stock equivalents allocated to each
Non-Employee Director pursuant to paragraph (a) above ("Director Fee
Equivalents") shall earn dividend equivalents. In respect of any such Award of
Director Fee Equivalents which is
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outstanding on a dividend record date for Common Stock, such Non-Employee
Director shall be credited with an amount equal to the amount of cash or stock
dividends that would have been paid on the shares of Common Stock covered by
such Award had such covered shares been issued and outstanding on such dividend
record date; provided, however, that the amount of any cash dividend shall be
converted into a number of shares of Common Stock equivalents based on the First
Trading Day Closing Price.
(c) As soon as practicable after the last Board or committee meeting
of each calendar year, the Applicable Share Percentage of the aggregate Director
Fee Equivalents, including dividend equivalents, allocated to each Non-Employee
Director shall be paid in unrestricted Common Stock on a one-to-one basis (i.e.,
payment of one Director Fee Equivalent shall be made in one share of Common
Stock).
12. DEFERRAL ELECTIONS/TAX REIMBURSEMENTS/OTHER PROVISIONS.
12.1 DEFERRALS. If the Company maintains an appropriate deferred
compensation plan available for such purpose, a Participant may elect to defer
receipt of any payment of cash or any delivery of shares of Common Stock that
would otherwise be due to such Participant by virtue of the exercise, earn out
or settlement of any Award made under the Plan, as and to the extent such
deferral is permitted or provided for in a deferred compensation plan maintained
by the Company.
12.2 MAXIMUM YEARLY AWARDS. The maximum annual Common Stock amounts
in this Section 12.2 are subject to adjustment under Section 15.2 and are
subject to the Plan maximum under Section 4.2.
12.2.1 STOCK OPTIONS AND SARS. Each individual Participant may
not receive in any calendar year Awards of Stock Options or Stock Appreciation
Rights exceeding 300,000 underlying shares of Common Stock, subject to
adjustment as provided in Section 15.
12.2.2 OTHER AWARDS. The maximum amount payable in respect of
Performance Units, Restricted Shares and other performance-based Awards in any
calendar year may not exceed, in the case of any individual Participant, 100,000
shares of Common Stock, in the case of stock based awards, and
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$1,000,000, in the case of cash-based Awards, (each of the foregoing
representing the Participant's "Annual Limit" for that type of Award), plus the
amount of the Participant's unused Annual Limit relating to the same type of
Award as of the close of the previous year, subject to adjustment as provided in
Section 15.
12.3 SPECIAL RULES FOR AWARDS TO NON-EMPLOYEE DIRECTORS.
Notwithstanding any other provision of the Plan, Awards of Stock Options and
Restricted Shares to Non-Employee Directors shall be made pursuant to the
following provisions:
(i) On the date of the first meeting of the Board after each
annual meeting of shareholders of the Company occurring during the term of
this Plan, each Non-Employee Director shall receive an Award of
Non-Qualified Stock Options to purchase shares of Common Stock, and/or
Restricted Shares;
(ii) All Stock Options awarded to Non-Employee Directors
pursuant to paragraph (i) shall have an exercise price equal to the Fair
Market Value of the Common Stock on the date of grant, shall have a term
of ten years (unless otherwise determined by the Committee in the Award
Agreement), and shall become exercisable, subject to the provisions of the
Plan, six months after the grant date (unless otherwise determined by the
Committee in the Award Agreement); and
13. DIVIDEND EQUIVALENTS. In addition to the provisions of Section 8.5 of
the Plan, Awards of Stock Options, and/or Stock Appreciation Rights, may, in the
sole discretion of the Committee and if provided for in the relevant Award
Agreement, earn dividend equivalents. In respect of any such Award which is
outstanding on a dividend record date for Common Stock, the Participant shall be
credited with an amount equal to the amount of cash or stock dividends that
would have been paid on the shares of Common Stock covered by such Award had
such covered shares been issued and outstanding on such dividend record date.
The Committee shall establish such rules and procedures governing the crediting
of such dividend equivalents, including, without limitation, the amount, the
timing, form of payment and payment contingencies and/or restrictions of such
dividend equivalents, as it deems appropriate or necessary.
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14. NON-TRANSFERABILITY OF AWARDS. An Award may be transferred to a member
of the Participant's immediate family or to a trust or similar vehicle for the
benefit of such immediate family members or to a charitable trust (collectively,
the "Permitted Transferees"), provided that except as permitted by this Section
13 no Award shall be assignable or transferable except by will or the laws of
descent and distribution, and except to the extent required by law, no right or
interest of any Participant shall be subject to any lien, obligation or
liability of the Participant. All rights with respect to Awards granted to a
Participant under the Plan shall be exercisable during his lifetime only by such
Participant or, if applicable, the Permitted Transferees. The rights of a
Permitted Transferee shall be limited to the rights conveyed to such Transferee,
who shall be subject to and bound by the terms of the Award Agreement between
the Participant and the Company.
15. CHANGES IN CAPITALIZATION AND OTHER MATTERS.
15.1 NO CORPORATE ACTION RESTRICTION. The existence of the Plan, any
Award Agreement and/or the Awards granted hereunder shall not limit, affect or
restrict in any way the right or power of the Board or the shareholders of the
Company to make or authorize (a) any adjustment, recapitalization,
reorganization or other change in the Company's or any Subsidiary's capital
structure or its business, (b) any merger, consolidation or change in the
ownership of the Company or any Subsidiary, (c) any issue of bonds, debentures,
capital, preferred or prior preference stocks ahead of or affecting the
Company's or any Subsidiary's capital stock or the rights thereof, (d) any
dissolution or liquidation of the Company or any Subsidiary, (e) any sale or
transfer of all or any part of the Company's or any Subsidiary's assets or
business, or (f) any other corporate act or proceeding by the Company or any
Subsidiary. No Participant, beneficiary or any other person shall have any claim
against any member of the Board or the Committee, the Company or any Subsidiary,
or any employees, officers, shareholders or agents of the Company or any
Subsidiary, as a result of any such action.
15.2 RECAPITALIZATION ADJUSTMENTS. In the event that the Committee
determines that any dividend or other distribution (whether in the form of cash,
Common Stock, other securities, or other property), recapitalization, stock
split, reverse stock split, reorganization, merger, consolidation, split-up,
spin-off, combination, repurchase, Change of Control or exchange of Common
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Stock or other securities of the Company, or other corporate transaction or
event affects the Common Stock such that an adjustment is determined by the
Committee, in its sole discretion, to be necessary or appropriate in order to
prevent dilution or enlargement of benefits or potential benefits intended to be
made available under the Plan, the Committee may, in such manner as it in good
faith deems equitable, adjust any or all of (i) the number of shares of Common
Stock or other securities of the Company (or number and kind of other securities
or property) with respect to which Awards may be granted, (ii) the number of
shares of Common Stock or other securities of the Company (or number and kind of
other securities or property) subject to outstanding Awards, and (iii) the
exercise price with respect to any Stock Option, or make provision for an
immediate cash payment to the holder of an outstanding Award in consideration
for the cancellation of such Award.
15.3 MERGERS. If the Company enters into or is involved in any
merger, reorganization, Change of Control or other business combination with any
person or entity (a "Merger Event"), the Board may, prior to such Merger Event
and effective upon such Merger Event, take such action as it deems appropriate,
including, but not limited to, replacing such Stock Options and/or Stock
Appreciation Rights with substitute stock options and/or stock appreciation
rights in respect of the shares, other securities or other property of the
surviving corporation or any affiliate of the surviving corporation on such
terms and conditions, as to the number of shares, pricing and otherwise, which
shall substantially preserve the value, rights and benefits of any affected
Stock Options or Stock Appreciation Rights granted hereunder as of the date of
the consummation of the Merger Event. Notwithstanding anything to the contrary
in the Plan, if any Merger Event or Change of Control occurs, the Company shall
have the right, but not the obligation, to cancel each Participant's Stock
Options and/or Stock Appreciation Rights and to pay to each affected Participant
in connection with the cancellation of such Participant's Stock Options and/or
Stock Appreciation Rights, an amount equal to the excess of the Fair Market
Value, as determined by the Board, of the Common Stock underlying any
unexercised Stock Options or Stock Appreciation Rights (whether then exercisable
or not) over the aggregate exercise price of such unexercised Stock Options
and/or Stock Appreciation Rights.
Upon receipt by any affected Participant of any such substitute stock options or
stock appreciation rights (or payment) as a
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result of any such Merger Event, such Participant's affected Stock Options
and/or Stock Appreciation Rights for which such substitute options and/or stock
appreciation rights (or payment) were received shall be thereupon cancelled
without the need for obtaining the consent of any such affected Participant.
16. CHANGE OF CONTROL.
16.1 ACCELERATION OF AWARDS VESTING. Anything in the Plan to the
contrary notwithstanding, if a Change of Control of the Company occurs (i) all
Stock Options and/or Stock Appreciation Rights then unexercised and outstanding
shall become fully vested and exercisable as of the date of the Change of
Control, (ii) all restrictions, terms and conditions applicable to all
Restricted Shares then outstanding shall be deemed lapsed and satisfied as of
the date of the Change of Control, (iii) the performance period shall be deemed
completed, all performance goals shall be deemed attained at the highest levels
and all Performance Units and all other performance-based Awards shall be deemed
to have been fully earned as of the date of the Change of Control, and (iv) all
Board fees payable to Non-Employee Directors in shares of unrestricted Common
Stock and/or cash pursuant to Section 11 shall be paid as soon as practicable
after the date of the Change of Control. The immediately preceding sentence
shall apply to only those Participants who are employed by the Company and/or
one of its Subsidiaries, or who are serving as a director of the Company, as of
the date of the Change of Control.
16.2 CHANGE OF CONTROL. For the purpose of this Agreement, "Change
of Control" shall mean the occurrence of any of the following events:
16.2.1 The acquisition (other than from the Company) by any
person, entity or "group" (within the meaning of Section 13(d)(3) or
14(d)(2) of the Exchange Act but excluding for this purpose the Company or
its Subsidiaries or any employee benefit plan of the Company or its
Subsidiaries which acquires beneficial ownership of voting securities of
the Company) of "beneficial ownership" (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of fifteen percent (15%) or more of
either the then outstanding shares of Common Stock or the combined voting
power of the Company's then outstanding voting securities entitled to vote
generally in the election of directors; or
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16.2.2 Individuals who, as of the date that this Plan becomes
effective in accordance with Section 18.11, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority
of the Board; provided that any person becoming a member of the Board
subsequent to the date that this Plan becomes effective in accordance with
Section 18.11 whose election or nomination for election by the Company's
shareholders (other than an election or nomination of an individual whose
initial assumption of office is in connection with an actual or threatened
election contest relating to the election of the directors of the Company)
was approved by a vote of at least a majority of the directors then
comprising the Incumbent Board shall be, for purposes of this Plan,
considered a member of the Incumbent Board; or
16.2.3 Approval by the shareholders of the Company of either a
reorganization, or merger, or consolidation, with respect to which persons
who were the shareholders of the Company immediately prior to such
reorganization, merger or consolidation do not, immediately thereafter,
own more than fifty percent (50%) of the combined voting power entitled to
vote generally in the election of directors of the reorganized, merged or
consolidated entity's then outstanding voting securities, or a liquidation
or dissolution of the Company, or the sale of all or substantially all of
the assets of the Company; or
16.2.4 Any other event or series of events which is determined
by a majority of the Incumbent Board to constitute a Change of Control for
the purposes of the Plan.
17. AMENDMENT, SUSPENSION AND TERMINATION.
17.1 IN GENERAL. The Board may suspend or terminate the Plan (or any
portion thereof) at any time and may amend the Plan at any time and from time to
time in such respects as the Board may deem advisable to insure that any and all
Awards conform to or otherwise reflect any change in applicable laws or
regulations, or to permit the Company or the Participants to benefit from any
change in applicable laws or regulations, or in any other respect the Board may
deem to be in the best interests of the Company or any Subsidiary. No such
amendment, suspension or termination shall (a) materially adversely affect the
rights of any Participant under any outstanding Stock Options, Stock
Appreciation Rights, Performance Units, other performance-based
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Awards, Restricted Share grants, or under any grants to Non-Employee Directors
in respect of Board fees pursuant to Section 11 of the Plan, without the consent
of such Participant, (b) make any change that would disqualify the Plan, or any
other plan of the Company or any Subsidiary intended to be so qualified, from
the benefits provided under Section 422 of the Code, or any successor provisions
thereto or (c) increase the number of shares available for Awards pursuant to
Section 4.2 without shareholder approval. Notwithstanding anything to contrary
contained herein, no amendment may be made to Section 12.3 or any other
provision of the Plan relating to Stock Options granted to or held by
Non-Employee Directors within six months of the last date on which any such
provision was amended.
17.2 AWARD AGREEMENT MODIFICATIONS. The Committee may (in its sole
discretion) amend or modify at any time and from time to time the terms and
provisions of any outstanding Stock Options, Stock Appreciation Rights,
Performance Units, other performance-based Awards, or Restricted Share grants,
in any manner to the extent that the Committee under the Plan or any Award
Agreement could have initially determined the restrictions, terms and provisions
of such Stock Options, Stock Appreciation Rights, Performance Units, other
performance-based Awards, and/or Restricted Share grants, including, without
limitation, changing or accelerating (a) the date or dates as of which such
Stock Options or Stock Appreciation Rights shall become exercisable, (b) the
date or dates as of which such Restricted Share grants shall become vested, or
(c) the performance period or goals in respect of any Performance Units or other
performance-based Awards. No such amendment or modification shall, however, (i)
amend or modify the exercise price of, or otherwise reprice, any outstanding
Awards or (ii) otherwise materially adversely affect the rights of any
Participant under any such Award without the consent of such Participant.
18. MISCELLANEOUS.
18.1 TAX WITHHOLDING. The Company shall have the right to deduct
from any payment or settlement under the Plan, including, without limitation,
the exercise of any Stock Option or Stock Appreciation Right, or the delivery,
transfer or vesting of any Common Stock or Restricted Shares, any federal,
state, local or other taxes of any kind which the Company, in its sole
discretion, deems necessary to be withheld to comply with the Code and/or any
other applicable law, rule or regulation. Shares of Common Stock may be used to
satisfy any such tax withholding.
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Such Common Stock shall be valued based on the Fair Market Value of such stock
as of the date the tax withholding is required to be made, such date to be
determined by the Company. In addition, the Company shall have the right to
require payment from a Participant to cover any applicable withholding or other
employment taxes due upon any payment or settlement under the Plan.
18.2 NO RIGHT TO EMPLOYMENT OR TO SERVE AS DIRECTOR.
(a) Neither the adoption of the Plan, the granting of any Award, nor
the execution of any Award Agreement, shall confer upon any employee of the
Company or any Subsidiary any right to continued employment with the Company or
any Subsidiary, as the case may be, nor shall it interfere in any way with the
right, if any, of the Company or any Subsidiary to terminate the employment of
any employee at any time for any reason.
(b) This Plan shall not impose any obligation on the Company to
retain any individual as a Non-Employee Director nor shall it impose any
obligation on the part of any Non-Employee Director to remain as a director of
the Company, provided that each Non-Employee Director by accepting each Award
under the Plan shall represent to the Company that it is his good faith
intention to continue to serve as a director of the Company until its next
annual meeting of shareholders and that he agrees to do so unless a change in
circumstances arises.
18.3 UNFUNDED PLAN. The Plan shall be unfunded and the Company shall
not be required to segregate any assets in connection with any Awards under the
Plan. Any liability of the Company to any person with respect to any Award under
the Plan or any Award Agreement shall be based solely upon the contractual
obligations that may be created as a result of the Plan or any such Award or
Award Agreement. No such obligation of the Company shall be deemed to be secured
by any pledge of, encumbrance on, or other interest in, any property or asset of
the Company or any Subsidiary. Nothing contained in the Plan or any Award
Agreement shall be construed as creating in respect of any Participant (or
beneficiary thereof or any other person) any equity or other interest of any
kind in any assets of the Company or any Subsidiary or creating a trust of any
kind or a fiduciary relationship of any kind between the Company, any Subsidiary
and/or any such Participant, any beneficiary thereof or any other person.
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18.4 PAYMENTS TO A TRUST. The Committee is authorized to cause to be
established a trust agreement or several trust agreements or similar
arrangements from which the Committee may make payments of amounts due or to
become due to any Participants under the Plan.
18.5 OTHER COMPANY BENEFIT AND COMPENSATION PROGRAMS. Payments and
other benefits received by a Participant under an Award made pursuant to the
Plan shall not be deemed a part of a Participant's compensation for purposes of
the determination of benefits under any other employee welfare or benefit plans
or arrangements, if any, provided by the Company or any Subsidiary unless
expressly provided in such other plans or arrangements, or except where the
Board expressly determines in writing that inclusion of an Award or portion of
an Award should be included to accurately reflect competitive compensation
practices or to recognize that an Award has been made in lieu of a portion of
competitive annual base salary or other cash compensation. Awards under the Plan
may be made in addition to, in combination with, or as alternatives to, grants,
awards or payments under any other plans or arrangements of the Company or its
Subsidiaries. The existence of the Plan notwithstanding, the Company or any
Subsidiary may adopt such other compensation plans or programs and additional
compensation arrangements as it deems necessary to attract, retain and motivate
employees and directors.
18.6 LISTING, REGISTRATION AND OTHER LEGAL COMPLIANCE. No Awards or
shares of the Common Stock shall be required to be issued or granted under the
Plan unless legal counsel for the Company shall be satisfied that such issuance
or grant will be in compliance with all applicable federal and state securities
laws and regulations and any other applicable laws or regulations. The Committee
may require, as a condition of any payment or share issuance, that certain
agreements, undertakings, representations, certificates, and/or information, as
the Committee may deem necessary or advisable, be executed or provided to the
Company to assure compliance with all such applicable laws or regulations.
Certificates for shares of the Restricted Shares and/or Common Stock delivered
under the Plan may be subject to such stock-transfer orders and such other
restrictions as the Committee may deem advisable under the rules, regulations,
or other requirements of the Securities and Exchange Commission, any stock
exchange upon which the Common Stock is then listed, and any applicable federal
or state securities law. In addition, if, at any time specified herein (or in
any Award Agreement or
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otherwise) for (a) the making of any Award, or the making of any determination,
(b) the issuance or other distribution of Restricted Shares and/or Common Stock,
or (c) the payment of amounts to or through a Participant with respect to any
Award, any law, rule, regulation or other requirement of any governmental
authority or agency shall require either the Company, any Subsidiary or any
Participant (or any estate, designated beneficiary or other legal representative
thereof) to take any action in connection with any such determination, any such
shares to be issued or distributed, any such payment, or the making of any such
determination, as the case may be, shall be deferred until such required action
is taken. With respect to persons subject to Section 16 of the Exchange Act,
transactions under the Plan are intended to comply with all applicable
conditions of SEC Rule 16b-3.
18.7 AWARD AGREEMENTS. Each Participant receiving an Award under the
Plan shall enter into an Award Agreement with the Company in a form specified by
the Committee, provided that Award Agreements shall not be required with respect
to grants made pursuant to Section 11. Each such Participant shall agree to the
restrictions, terms and conditions of the Award set forth therein and in the
Plan.
18.8 DESIGNATION OF BENEFICIARY. Each Participant to whom an Award
has been made under the Plan may designate a beneficiary or beneficiaries to
exercise any option or to receive any payment which under the terms of the Plan
and the relevant Award Agreement may become exercisable or payable on or after
the Participant's death. At any time, and from time to time, any such
designation may be changed or cancelled by the Participant without the consent
of any such beneficiary. Any such designation, change or cancellation must be on
a form provided for that purpose by the Committee and shall not be effective
until received by the Committee. If no beneficiary has been designated by a
deceased Participant, or if the designated beneficiaries have predeceased the
Participant, the beneficiary shall be the Participant's estate. If the
Participant designates more than one beneficiary, any payments under the Plan to
such beneficiaries shall be made in equal shares unless the Participant has
expressly designated otherwise, in which case the payments shall be made in the
shares designated by the Participant.
18.9 LEAVES OF ABSENCE/TRANSFERS. The Committee shall have the power
to promulgate rules and regulations and to make
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determinations, as it deems appropriate, under the Plan in respect of any leave
of absence from the Company or any Subsidiary granted to a Participant. Without
limiting the generality of the foregoing, the Committee may determine whether
any such leave of absence shall be treated as if the Participant has terminated
employment with the Company or any such Subsidiary. If a Participant transfers
within the Company, or to or from any Subsidiary, such Participant shall not be
deemed to have terminated employment as a result of such transfers.
18.10 GOVERNING LAW. The Plan and all actions taken thereunder shall
be governed by and construed in accordance with the laws of the State of
Delaware, without reference to the principles of conflict of laws thereof. Any
titles and headings herein are for reference purposes only, and shall in no way
limit, define or otherwise affect the meaning, construction or interpretation of
any provisions of the Plan.
18.11 EFFECTIVE DATE. The Plan shall be effective upon its approval
by the Board and adoption by the Company, subject to the approval of the Plan by
the Company's shareholders in accordance with Sections 162(m) and 422 of the
Code.
IN WITNESS WHEREOF, this Plan is adopted by the Company on this ____
day of _______ 2004.
CAMBREX CORPORATION
By: _______________________
Name:
Title:
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EXHIBIT 3
AUDIT COMMITTEE CHARTER
CHARTER
OF THE
AUDIT COMMITTEE
OF THE
BOARD OF DIRECTORS
OF
CAMBREX CORPORATION
PURPOSE
The Audit Committee (the "Committee") is appointed by the Board of
Directors (the "Board") for the purpose of assisting the Board in fulfilling its
responsibility to oversee (i) the integrity of the Company's financial reporting
process, including the financial reports and other financial information
provided by the Company to its stockholders, any governmental or regulatory body
and the public; (ii) the Company's systems of internal accounting and financial
controls; (iii) the annual independent audit of the Company's financial
statements; (iv) the independent auditors' qualifications and independence; and
(v) the Company's compliance with legal and regulatory requirements to the
extent set forth herein.
ORGANIZATION AND MEMBERSHIP
The Committee shall consist of three or more directors as may be fixed
from time to time by the Board. Committee members shall be appointed by the
Board at its annual organizational meeting following the annual meeting of
stockholders to serve for a term of one year, unless any member shall sooner
resign or be removed, with or without cause, by the Board prior to the
expiration of his or her term. The Board may appoint a director to fill any
vacancy created on the Committee for any reason, and such successor shall serve
for the remainder of the term of the Committee member he or she is replacing.
The Committee's chairperson shall be designated by the full Board or, if it does
not do so, the Committee members shall elect a chairperson by vote of a majority
of the full Committee. In making any such appointments, the Board shall take
into account the recommendations of the Corporate Governance Committee.
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Each member of the Committee shall satisfy (i) the independence
requirements of the Sarbanes-Oxley Act of 2002 (the "Act") and any rules
promulgated by the Securities and Exchange Commission ("SEC") thereunder or by
any securities exchange on which the Company's common stock is listed or traded,
(ii) the financial literacy requirements of the securities exchanges on which
the Company's common stock is listed or traded and (iii) any other legal or
regulatory requirements. At least one member of the Committee shall satisfy the
financial expertise requirements of the Act and the rules promulgated by the SEC
thereunder, and the requirements of the securities exchanges on which the
Company's common stock is listed. In addition, a member of the Committee shall
not serve on the audit committees of more than three other public companies
unless the Board determines that such simultaneous service will not impair the
ability of such member to effectively serve on the Company's audit committee.
The Committee may from time to time delegate authority to subcommittees when
appropriate.
LIMITATION ON AUDIT COMMITTEE'S ROLE
The Committee's role is one of oversight and it recognizes that the
Company's management is responsible for preparing the Company's financial
statements and that the Company's independent auditors are responsible for
auditing those financial statements. In carrying out its oversight
responsibilities, the Committee is not providing any expert or special assurance
as to the Company's financial statements or any professional certification as to
the independent auditors' work.
OVERSIGHT FUNCTIONS
The following functions shall be the common recurring activities of the
Committee in carrying out its oversight function. These functions are set forth
as a guide with the understanding that the Committee may diverge from this guide
as appropriate given the circumstances.
OVERSIGHT OF INDEPENDENT AUDITORS AND THE AUDIT PROCESS
The Company's independent auditors shall report directly to the Committee.
The Committee shall:
1. Have the sole authority and responsibility to appoint, retain
(subject to stockholder ratification),
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compensate, evaluate and, where appropriate, terminate the
independent auditors, and in this connection shall:
- Consider such matters as (i) the experience and qualifications
of the senior members of the independent auditors' team, (ii)
the independent auditors' audit plan and procedures and (iii)
whether there should be a regular rotation of the firm acting
as the Company's independent auditors;
- Ensure that the independent auditors' lead (or coordinating)
audit partner and concurring review partner do not perform any
audit services for the Company for more than five consecutive
fiscal years;
- Request from the independent auditors annually a formal
written statement delineating all relationships between the
auditors and the Company consistent with Independence
Standards; and
- Annually obtain and review a report from the independent
auditors describing: (i) the independent auditors' internal
quality-control procedures; (ii) any material issues raised
during the most recent internal quality-control review, or
peer review, or in any review by a governmental or
professional association within the preceding five years with
respect to an audit carried out by the independent auditors;
(iii) any steps taken to address such issues; and (iv) all
relationships between the independent auditors and the Company
and their impact on the independent auditors' independence,
all with a view to evaluating the independent auditors'
(including the lead partner's) qualifications, performance and
independence.
2. Have the sole authority to review and determine the independent
auditors' compensation and the proposed terms of their engagement.
3. Establish guidelines for, and have the sole authority to approve, in
advance, the retention of the independent auditors for any
permissible non-audit
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service and the fee for such service, provided that the Chairman
shall have authority to approve permissible services and fees up to
a maximum of $25,000 which approval shall be brought to the
attention of the Committee at its next meeting.
4. Establish guidelines for the Company's hiring of employees of the
independent auditors, which guidelines shall meet the requirements
of applicable law, regulations and listing standards.
OVERSIGHT OF FINANCIAL STATEMENT PREPARATION AND FINANCIAL REPORTING
The Committee shall:
1. Meet with the independent auditors prior to the audit to discuss the
planning and staffing of the audit.
2. Review with management and the independent auditors the audited
financial statements to be included in the Company's Annual Report
on Form 10-K (or the Annual Report to Stockholders if distributed
prior to the filing of Form 10-K), including the Company's
disclosure under Management's Discussion and Analysis of Financial
Condition and Results of Operations. The Committee shall determine
whether to recommend inclusion of these financial statements in
these reports.
3. Review with management and the independent auditors the Company's
interim financial results to be included in the Company's Quarterly
Reports on Form 10-Q, including the Company's disclosure under
Management's Discussion and Analysis of Financial Condition and
Results of Operations.
4. Review with the independent auditors on a periodic basis (not less
than quarterly) the matters required to be discussed by Statement of
Auditing Standards No. 61, and in particular shall discuss:
- all critical accounting policies and practices to be used;
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- all alternative treatments of financial information within
GAAP for policies and practices related to material items that
have been discussed with management, the ramifications of the
use of such alternative disclosures and treatments and the
independent auditors' preferred treatment;
- other material written communications between the independent
auditor and management, such as any management letter or
schedule of unadjusted differences;
- any problems or difficulties the auditors may have encountered
in the course of their audit work, including restrictions on
the scope of activities or access to requested information;
and
- any significant disagreements with management.
5. Discuss generally with management the types of information to be
disclosed and types of presentations to be made in connection with
earnings press releases and presentations to analysts and rating
agencies, including the inclusion and presentation of "non-GAAP
financial measures".
OVERSIGHT OF THE INTERNAL AUDIT FUNCTION, COMPLIANCE MATTERS AND CONTROLS
The Committee shall:
1. Review the adequacy of the staffing and budget of the Company's
internal audit staff, including the appointment and replacement of
the senior internal auditing executive.
2. Discuss with the independent auditors the responsibilities, budget
and staffing of the Company's internal audit function.
3. Review the significant reports to management prepared by the
internal auditing department and management's responses.
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4. Consider and discuss with management and the independent auditors
the quality and adequacy of the Company's internal controls.
5. Obtain reports from and discuss with management the Company's major
financial risk exposures and the Company's guidelines and policies
governing the process by which management assesses and manages the
Company's exposure to risk.
6. Obtain reports from management, the Company's senior internal
auditing executive and the independent auditors with respect to
compliance by the Company and its subsidiary/foreign affiliated
entities with applicable legal requirements and the Company's Code
of Business Conduct and Ethics, and advise the Board with respect to
the Company's policies and procedures regarding compliance with
applicable laws and regulations and with the Company's Code of
Business Conduct and Ethics.
7. Review with management and the independent auditors: (i) material
pending legal proceedings and any other contingent liabilities that
may have a material impact on the Company's financial statements;
(ii) the financial statement effects of pending regulatory and
accounting initiatives, including any correspondence with
governmental regulators or agencies or published reports that raise
material issues regarding the Company's financial statements or
accounting policies; and (iii) the potential impact of off-balance
sheet structures on the Company's financial statements.
8. Establish procedures for the receipt, retention and treatment of
complaints and allegations which are received by or otherwise come
to the attention of the Company regarding accounting, internal
accounting controls or auditing matters.
9. Establish procedures for employees of the Company to report to the
Committee, on an anonymous and confidential basis, concerns with
respect to accounting or auditing matters.
10. Review disclosures made to the Committee by the Company's CEO and
CFO during their certification
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process for the Company's annual and quarterly filings with the
Securities and Exchange Commission about any significant
deficiencies in the design or operation of the Company's internal
control over financial reporting and disclosure procedures and
controls, or material weaknesses therein, and any fraud involving
management or other employees who have a significant role in the
Company's internal control over financial reporting.
PROCEDURES
The Committee shall:
1. Meet as often as deemed necessary or appropriate in its judgment,
either in person or by telephone, and report regularly (but not less
than quarterly) to the Board. The chairperson of the Committee will
preside at each meeting of the Committee and, in consultation with
the other members of the Committee, shall set the frequency and
length of each meeting and the agenda of items to be addressed at
each meeting. The chairperson will ensure that the agenda for each
meeting, together with any other relevant materials, are circulated
as soon as reasonably practicable in advance of the meeting.
2. Meet on a periodic basis (not less than quarterly), in separate
executive sessions, with each of management, the internal auditors
and the independent auditors.
3. In discharging its oversight role, be empowered to investigate any
matter brought to its attention with full access to all books,
records, facilities and personnel of the Company, and to request any
officer or other employee of the Company or the Company's outside
counsel or independent auditors to attend a meeting of the Committee
or to meet with any members of, or consultants to, the Committee.
4. Review with the Board on a regular basis any issues that arise with
respect to the quality or integrity of the Company's financial
statements, the Company's compliance with legal or regulatory
requirements, the performance and independence of the independent
auditors or the performance of the internal audit function.
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5. Conduct an annual performance self-evaluation.
6. Review the adequacy of this Charter on an annual basis and recommend
any proposed changes to the Board for its approval.
7. Prepare an Audit Committee Report for inclusion in the Company's
proxy statement.
COMMITTEE RESOURCES
The Committee shall have the authority to engage, determine funding and
other retention terms for, and, if necessary, terminate such independent
counsel, experts and other advisors as the Committee deems necessary or
appropriate to assist in the performance of its functions, and the Company shall
make such funding available to the Committee. The officers of the Company shall
cause the Company to enter into such retainer or engagement agreements as may be
directed by the Committee in order to engage such advisor.
DISCLOSURE
This Charter shall be made available on the Company's website. The Company
shall include a statement in its Annual Report to Stockholders on Form 10-K
indicating that a copy of this Charter is available on its website and in print
to any stockholder who requests a copy and specifying how such request may be
made.
CAMBREX CORPORATION
SOLICITED BY BOARD OF DIRECTORS FOR 2004 ANNUAL MEETING OF STOCKHOLDERS
The undersigned stockholder of Cambrex Corporation, (the "Company") hereby
appoints J. A. Mack, L.M. Beshar and S.M. Klosk, and each of them acting singly
and each with power of substitution and resubstitution, attorneys and proxies of
the undersigned, with all the powers the undersigned would possess if personally
present, to vote the shares of Common Stock of the Company which the undersigned
is entitled to vote at the 2004 Annual Meeting of Stockholders of the Company to
be held on April 22, 2004 at 1:00 p.m. at the Sheraton Meadowlands Hotel,
Meadowlands Plaza, East Rutherford, New Jersey and any adjournment thereof.
Without otherwise limiting the general authorization hereby given, said
attorneys and proxies are instructed to vote as indicated on the reverse side
hereof on the proposals set forth in the Notice of Annual Meeting of
Stockholders of the Company and accompanying Proxy Statement, each dated March
19, 2004.
THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF THE 4 NOMINEES FOR DIRECTOR
LISTED IN THE PROXY STATEMENT ACCOMPANYING THE NOTICE OF SAID MEETING (PROPOSAL
NO. 1), "FOR" THE APPROVAL OF THE 2004 INCENTIVE PLAN (PROPOSAL NO. 2) AND "FOR"
RATIFICATION OF THE SELECTION OF ACCOUNTANTS (PROPOSAL NO. 3), UNLESS OTHERWISE
MARKED.
Please Complete And Sign Proxy On Reverse
Side And Return In Enclosed Envelope.
X Please mark your
votes as in this
example.
1. ELECTION OF DIRECTORS FOR [ ] WITHHOLD [ ] Nominees: Rosina B. Dixon, Roy W.
Haley, Leon J. Hendrix,
Jr. and Ilan Kaufthal
For except vote withheld from the following nominee(s)
----------------------------------------
2. Approval of the 2004 Incentive Plan
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. Ratification of the appointment of PricewaterhouseCoopers LLP as independent
public accountants for 2004
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Signature(s) _______________________________________________ Date ______________
Note: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.