Attached files
file | filename |
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10-Q - FORM 10-Q - HUTCHINSON TECHNOLOGY INC | c56084e10vq.htm |
EX-31.1 - EX-31.1 - HUTCHINSON TECHNOLOGY INC | c56084exv31w1.htm |
EX-31.2 - EX-31.2 - HUTCHINSON TECHNOLOGY INC | c56084exv31w2.htm |
EX-32 - EX-32 - HUTCHINSON TECHNOLOGY INC | c56084exv32.htm |
Exhibit 10.3
HUTCHINSON TECHNOLOGY INCORPORATED
NON-EMPLOYEE DIRECTORS EQUITY PLAN
1. Purpose. The purpose of this Hutchinson Technology Incorporated Non-Employee Directors Equity
Plan (the Plan) is to provide non-employee members of the Board of Directors (the
Board) of Hutchinson Technology Incorporated (the Company) with an opportunity
to increase their ownership of Company common stock by allowing each participating director to
voluntarily elect to receive all or a portion of the annual cash retainers (Board, committee and
committee chair retainers) (collectively, the Retainer) payable to him or her for service
as a member of the Board in the form of shares of the Companys common stock (the Stock).
2. Eligibility. Directors of the Company who are not also officers or other employees of the
Company or its subsidiaries are eligible to participate in this Plan (each, a Director).
3. Election to Receive Stock. On forms provided by the Company, each eligible Director may elect
to receive, in lieu of cash, shares of Stock having a Fair Market Value (as defined in Section 6)
equal to the percentage, from 0% to 100%, specified by the eligible Director of the Retainer
payable to such Director during the period between the Companys next two annual meetings of
shareholders following the deadline for submission of an applicable election form. If no election
is made by an eligible Director, the entire Retainer during such period will be paid in cash. To
be effective for any period between annual Company shareholder meetings, any election to receive
Stock in lieu of cash must be submitted to the Company (Attn: CEO Administrative Assistant) no
later than January 15 immediately prior to the first of the two succeeding annual meetings of
shareholders. Any eligible Director whose initial election to the Board occurs during a period
between annual Company shareholder meetings shall have 30 days following such election to elect to
receive Stock in lieu of cash for Retainer amounts payable after the date of election and prior to
the next annual Company shareholder meeting. Any election made in accordance with this Section 3
may not be modified or withdrawn by the Director.
4. Issuance of Stock. Shares of Stock having a Fair Market Value equal to the portion of the
Retainer to be received in Stock shall be issued to each participating Director on each date a
Retainer amount is scheduled to be paid to eligible Directors during the applicable calendar year
(currently February 15 and August 15 or, if not a business day, the first business day thereafter
on which Stock is traded on the Nasdaq Global Select Market or such other established securities
market as may then be the principal trading market for the Stock). The number of shares of Stock
to be issued on any payment date pursuant to this Plan shall be the amount of Retainer to which the
Director is entitled as of the payment date multiplied by the percentage of such Retainer the
Director has elected to receive in Stock, divided by the Fair Market Value of a share of Stock on
the payment date. Whenever application of this formula would otherwise result in the issuance of a
fractional share, the number of shares to be issued will be rounded down to the nearest whole
share. A Director shall be entitled to receive shares of Stock pursuant to this Plan on any
payment date only if the Director continues to be a non-employee member of the Board as of that
payment date.
5. Shares Subject to Plan. The total number of shares of Stock reserved for issuance under the
Plan shall be 100,000. If the number of outstanding shares of Stock is changed by a stock
dividend, recapitalization, stock split, reverse stock split, subdivision, combination,
reclassification or similar change in the capital structure of the Company without consideration,
then the number of shares reserved for issuance under this Plan will be proportionately adjusted by
the Compensation Committee of the Board (the Committee).
6. Fair Market Value. The Fair Market Value of each share of Stock on any date shall be the
closing sale price of one share of Stock on the Nasdaq Global Select Market (or such other
established securities market as may then be the principal trading market for the Stock) on the
relevant date or, if no sales occurred on that date, on the next preceding date on which a sale of
shares of Stock occurred, as reported in the Wall Street Journal (or such other authoritative
source as may be designated by the Committee).
7. Administration of Plan. This Plan shall be administered by the Committee. Subject to the terms
of the Plan, the Committee shall have the authority to establish and amend rules to administer the
Plan, to interpret the Plan and to make all other determinations necessary or desirable for the
administration of the Plan. The Committee may delegate any non-discretionary administrative
oversight responsibilities under the Plan to any employee or agent of the Company.
8. Amendment to the Plan. The Board may at any time amend, alter, suspend or discontinue this Plan.
No amendment, alteration, suspension or discontinuance shall require shareholder approval unless
such approval would be required by applicable law or stock exchange rules. Notwithstanding any
election made pursuant to the Plan, the Committee shall have the authority to direct the Company to
make any retainer payment in cash instead of Stock if the Committee determines, in its discretion,
that it is advisable to do so.
9. Separation From Service as Director. If a Director participating in the Plan ceases to be a
member of the Board for any reason whatsoever, including death, disability or removal in accordance
with applicable law, he or she will no longer be entitled to receive any Retainer payment in cash
or in shares of Stock pursuant to this Plan following the date of such cessation.
10. Effective Date and Duration of Plan. The Plan shall become effective on the date it is adopted
by the Board, and shall continue in effect until all shares of Stock reserved for issuance under
the Plan have been issued, or until its earlier termination by the Board.
11. Compliance with Law. Notwithstanding any other provision of this Plan, no shares of Stock
shall be issued and delivered under this Plan unless the issuance of such shares complies with all
applicable legal requirements, including compliance with the provisions of applicable federal and
state securities laws.
12. Governing Law. To the extent that federal laws do not otherwise control, this Plan and all
determinations made and actions taken under this Plan shall be governed by the laws of the State of
Minnesota, without regard to the conflicts of law provisions thereof, and construed accordingly.