Attached files
| file | filename |
|---|---|
| 8-K - STURM RUGER & CO INC | e606890_8k-ruger.htm |
| EX-3.1 - STURM RUGER & CO INC | e606890_ex3-1.htm |
| EX-99.1 - STURM RUGER & CO INC | e606890_ex99-1.htm |
| EX-99.4 - STURM RUGER & CO INC | e606890_ex99-4.htm |
| EX-99.2 - STURM RUGER & CO INC | e606890_ex99-2.htm |
EXHIBIT
99.3
April 28, 2010
APPROVAL OF AMENDMENT TO
STURM, RUGER & COMPANY, INC.
AMENDED AND RESTATED 2007
STOCK INCENTIVE PLAN
WHEREAS, the Board of
Directors desires to amend the Sturm, Ruger & Company, Inc. 2007 Stock
Incentive Plan (the "Plan") pursuant to Section 13 of the Plan,
NOW, THEREFORE, BE IT
RESOLVED, that the Board of Directors deems it advisable and in the best
interests of the Company to amend Section 2 of the Plan to include the following
definition:
“Award
Date” shall mean the fourth business day following the Company's release of a
quarterly report on Form 10-Q or 10-K.
And be it
further RESOLVED to
amend Section 4 to add a new subsection “(e)” which reads in its entirety as
follows:
|
(e)
|
Award
Date. Except as otherwise determined by the Committee,
each Award made under the Plan shall have its date of grant on an Award
Date.
|
And be it
further RESOLVED to
amend and restate Sections 11(a) and 11(b) of the Plan in their entirety to read
as follows:
“Annual
Grants. Each Non-Employee Director shall receive a grant of
Restricted Stock on the Effective Date and as of the next Award Date to occur on
or after each subsequent Annual Meeting of Stockholders of the
Company.
Amount of Restricted
Stock. The Restricted Stock Award granted pursuant to Section
11(a) shall consist of shares of Stock with an aggregate Grant Date Value equal
(in US dollars) to the product of (i) such Non-Employee Director's annual
retainer compensation (as determined pursuant to the Board of Directors approved
fee schedule) and (ii) 1/3. If an individual becomes a Non-Employee
Director during a Plan Year on a date other than the date of the Annual Meeting
for such Plan Year, such Non-Employee Director shall be granted a Restricted
Stock Award under Section 11(a) on the first Award Date following the date he
becomes a Non-Employee Director which shall consist of shares of Stock with an
aggregate Grant Date Value calculated in accordance with the above but reduced
pro-rata to reflect the portion of the Plan Year that has elapsed prior to the
date on which he became a Non-Employee Director”;
And be it
further RESOLVED, that
the Board of Directors hereby approves and adopts the above amendments; and be
it further
RESOLVED, that the Board of
Directors authorizes, empowers and directs the officers of the Company, and each
of them individually, in the name of and on behalf of the Company, to do and
perform all such further acts and things, to execute all such further
certificates, agreements, instruments, drafts, receipts or other papers and to
make all disbursements, payments or filings as he or she may in his or her sole
and absolute discretion deem necessary or appropriate to carry out, comply with
and effectuate the purposes and intent of the foregoing resolutions and the
transactions contemplated thereby, and that the authority of each such officer
to execute and deliver such documents and instruments or to take such actions
shall be conclusively evidenced by the execution and delivery thereof or the
taking thereof.