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FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 Date of Report June 29, 2007 NOVATEL INC. Commission File No. 0-29004 1120 - 68th Avenue N.E., Calgary, Alberta, Canada T2E 8S5 (Address of Principal Executive Offices) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): Indicate by check mark whether by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes o Nox If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-N/A. A copy of the Registrants Quarterly Report (including financial statements) for the three month period ended March 31, 2007 is furnished herewith and is incorporated by reference into the following Registration Statements: Registration Statement on Form S-8 #333-141473 Registration Statement on Form S-8 #333-6502 Registration Statement on Form S-8 #333-9216 Registration Statement on Form S-8 #333-98603
EXHIBITS The following information is furnished to the SEC. No. Document (1) Notice of Annual and Special Meeting of Shareholders dated June 18, 2007. (2) Proxy Statement and accompanying form of proxy, dated June 18, 2007. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NOVATEL INC. Date: June 29, 2007 By: /s/ Werner Gartner Name: Werner Gartner Title: Executive Vice President and Chief Financial Officer
Form 40-F. Form 20-F x Form 40-Fo
Yes o Nox
Yes o Nox
1120 68th Avenue N.E., Calgary, Alberta, Canada T2E
8S5
(1) |
To elect the Board of Directors; |
(2) |
To appoint Deloitte & Touche LLP as the auditors of NovAtel; |
(3) |
To approve the NovAtel Inc. 2007 Stock Incentive Plan, which will replace the NovAtel Inc. Employee Stock Option Plan and the NovAtel Inc. Directors Stock Option Plan and to authorize the issuance of up to 500,000 shares thereunder; |
(4) |
To receive the consolidated financial statements of NovAtel for the year ended December 31, 2006 and the report of the auditors thereon; and |
(5) |
To transact such other business as may properly come before the Annual Meeting. |
Name of Nominee |
Age |
Principal Occupation |
Director Since |
Number and Type of Securities Owned or Controlled |
||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Patrick C. Fenton
|
49 | Vice
President & Chief Technology Officer, NovAtel |
2005 |
54,250 | (1) | |||||||||||||
Werner Gartner
|
51 | Executive Vice President & Chief Financial Officer, NovAtel |
2001 |
46,000 | (2) | |||||||||||||
Robert J. Iverach
|
59 | Corporate Director |
2005 |
1,231 | (3) | |||||||||||||
Jonathan W. Ladd
|
51 | President & Chief Executive Officer, NovAtel |
2002 |
83,900 | (4) | |||||||||||||
Richard D. Orman
|
58 | Chief
Executive, Nor Energy SA |
1994 |
1,231 | (3) | |||||||||||||
Joel A.
Schleicher |
55 | Chairman & Chief Executive Officer, Presidio Inc. |
1997 |
1,231 | (3) | |||||||||||||
Charles R.
Trimble |
65 | Chairman, United States GPS Industry Council (USGIC) |
2002 |
1,231 | (3) | |||||||||||||
David E. Vaughn
|
61 | President, Foursome Technologies |
2001 |
1,231 | (3) |
(1) |
Represents Common Shares, including 36,750 vested stock options to purchase Common Shares. |
(2) |
Represents Common Shares, including 28,000 vested stock options to purchase Common Shares. |
(3) |
Represents 1,231 vested stock options to purchase Common Shares. |
(4) |
Represents Common Shares, including 63,900 vested stock options to purchase Common Shares. |
Patrick C. Fenton
|
Mr.
Fenton was appointed Chief Technology Officer in January 2002 and became an executive officer of the Company in April 2003. Mr. Fenton previously
served as Vice President, Technology of the Company from October 1998 and as Vice President, Research and Development of the Company from March 1997
until October 1998. Mr. Fenton previously served as Director, Research and Development for NovAtels GPS business unit from February 1995 until
March 1997 and was Chief Engineer for the GPS business unit from November 1993 to February 1995. Mr. Fenton was appointed to the board of directors in
March 2005. |
|||||
Werner Gartner
|
Mr.
Gartner was appointed Executive Vice President and Chief Financial Officer of the Company in October 1996 and has served as a director of the Company
from July 2001. Mr. Gartner also served as a director of the Company from November 1995 until May 1998. From November 2000 to February 2001, Mr.
Gartner, in addition to his regular duties, served as Acting Interim President and Chief Executive Officer of the Company. From August 1990 to October
1996, Mr. Gartner served in a variety of financial positions at the Company including Vice President, Finance and Corporate
Controller. |
|||||
Robert J.
Iverach, Q.C |
Mr.
Iverach has served as a director of the Company since March 2005. From January 1994 to December 2004, Mr. Iverach was a partner with Felesky Flynn LLP,
a tax law firm in Calgary, Alberta. From January 2005 to December 2005, Mr. Iverach was Counsel with that firm. He retired completely from Felesky
Flynn LLP on December 31, 2005. Mr. Iverach is presently the Chairman of Win Energy Corporation, Chairman of RAMTelecom Inc, a director of Vacci-Test
Corporation, and a trustee of Big Eagle Services Trust. |
|||||
Jonathan W. Ladd
|
Mr.
Ladd was appointed President and Chief Executive Officer of the Company in February 2002 and has served as a director of the Company from July 2002.
From July 2001 to November 2001, Mr. Ladd served as Senior Vice President, Engineering at Thales Navigation Inc., a satellite positioning product
company, and President of Thales Russian subsidiary, Ashtech A/O. From January 1998 to July 2001, Mr. Ladd served in several other management
positions at Magellan Corporation, a satellite positioning product company, including Senior Vice President, Advanced Technology Group and Vice
President and General Manager of Ashtech Precision Products Business Unit. |
Richard D. Orman
|
Mr.
Orman has served as a director of the Company since January 1994. Mr. Orman currently serves as Chief Executive of Nor Energy AS. From March 2003 to
September 2005, he served as Executive Vice-Chairman of Exceed Energy Inc. From June 1999 to April 2003, Mr. Orman served as Chairman and Chief
Executive Officer of Hemisphere International Inc. From March 1996 to October 1998, Mr. Orman was Chairman and Chief Executive Officer of Kappa Energy
Company Inc. and served as a director until January 2000. From May 1986 to December 1992, Mr. Orman served as a member of the Alberta legislature and
as Minister of Employment from May 1986 to September 1988, Minister of Labour from September 1988 to April 1989 and Minister of Energy from April 1989
to December 1992. Mr. Orman is lead director for Daylight Energy, a company listed on the Toronto Stock Exchange. Mr. Orman has also served as a
director of a number of other public companies. |
|||||
Joel A.
Schleicher |
Mr.
Schleicher has served as a director of the Company since March 1997. Mr. Schleicher currently serves as Chairman and Chief Executive Officer for
Presidio Inc. (formerly Integrated Solutions, Inc.). From June 2000 to July 2002, Mr. Schleicher served as Chairman and Chief Executive Officer of
Interpath Communications Inc. (prior to its acquisition of USinternetworking, Inc.) and continued to serve on its board until the company was sold to
ATT in 2006. From 1995 until 2000, Mr. Schleicher held senior positions with private equity backed firms and served as a business consultant, advisor
and investor with and to private equity firms. From 1989 to 1995, Mr. Schleicher served as Chief Operating Officer of and a board member for Nextel
Communications, Inc. Mr. Schleicher also currently serves as a director of TechTronic Industries Co. Ltd. |
|||||
Charles R.
Trimble |
Mr.
Trimble has served as a director of the Company since January 2002. Mr. Trimble currently serves as Chairman of the United States GPS Industry Council.
Mr. Trimble also serves as a Director of KVH Industries, Inc. Mr. Trimble was one of the founders of Trimble Navigation Limited, a provider of GPS and
other positioning technologies and products, in 1978 and served as President, Chief Executive Officer and a director of such company from 1981 to
1998. |
David E. Vaughn
|
Mr.
Vaughn has served as a director of the Company since July 2001 and was elected Chairman of the board of directors in March 2004. Mr. Vaughn also served
as President and Chief Executive Officer of the Company from February 2001 to February 2002. Mr. Vaughn currently serves as President of Foursome
Technologies, a consulting firm. From January 1999 to December 2000, Mr. Vaughn served as Senior Vice President and Chief Operations Officer with
Magellan Corporation and as Senior Vice President, Strategic Business Alliances from August 1998 to January 1999. From June 1991 to July 1998, Mr.
Vaughn served with Trimble Navigation Limited, a provider of GPS and other positioning technologies and products, in a variety of positions including
Executive Vice President, Tracking and Communications Products Division and, most recently, as Executive Vice President, Corporate Business
Development. Mr. Vaughn also currently serves as a director of AirIQ. |
Name |
Fees Earned or Paid in Cash ($) |
Stock Awards ($) |
Option Awards ($) (1) |
Non-Equity Incentive Plan Compensation ($) |
Change in Pension Value and Nonqualified Deferred Compensation Earnings |
All Other Compensation ($) |
Total ($) |
|||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Robert J.
Iverach |
$ | 30,000 | | $ | 26,018 | | | | $ | 56,018 | ||||||||||||||||||||
Richard D. Orman
|
$ | 44,000 | | $ | 26,306 | | | | $ | 70,306 | ||||||||||||||||||||
Joel A.
Schleicher |
$ | 49,400 | | $ | 26,306 | | | | $ | 75,706 | ||||||||||||||||||||
Charles R.
Trimble |
$ | 38,000 | | $ | 26,306 | | | | $ | 64,306 | ||||||||||||||||||||
David E. Vaughn
|
$ | 51,000 | | $ | 26,018 | | | | $ | 77,018 |
(1) |
Based on a Black-Scholes option pricing model. The same model is used to compute the compensation expense related to stock options reported in the Companys financial statements. |
Long Term Compensation |
|||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Annual Compensation |
Awards |
Payouts |
|||||||||||||||||||||||||||||||||
Name and Principal Position |
Year |
Salary ($) |
Bonus ($) |
Other Annual Compensation ($) |
Restricted Stock Awards ($) |
Securities Under Options/ SARs Granted (#) |
LTIP Payouts ($) |
All Other Compensation ($) |
|||||||||||||||||||||||||||
Jonathan W.
Ladd, President and
CEO |
2006 | $ | 315,068 | $ | 208,000 | $ | 15,750 | (1) | | 16,600 | $ | 274,259 | (2) | | |||||||||||||||||||||
2005 | $ | 299,369 | $ | 242,500 | $ | 14,917 | (1) | | 14,500 | | | ||||||||||||||||||||||||
2004 | $ | 294,595 | $ | 329,754 | $ | 14,198 | (1) | $ | 71,500 | (2) | | | | ||||||||||||||||||||||
Werner Gartner,
|
2006 | $ | 202,542 | $ | 88,500 | $ | 10,125 | (1) | | 8,000 | $ | 138,226 | (2) | | |||||||||||||||||||||
Executive Vice
President and
CFO |
2005 | $ | 193,114 | $ | 132,015 | $ | 9,656 | (1) | | 7,000 | | | |||||||||||||||||||||||
2004 | $ | 185,567 | $ | 161,992 | $ | 9,266 | (1) | $ | 36,036 | (2) | | | | ||||||||||||||||||||||
Patrick C.
Fenton, Vice
President and
CTO |
2006 | $ | 175,731 | $ | 76,500 | $ | 8,785 | (1) | | 7,100 | $ | 119,678 | (2) | | |||||||||||||||||||||
2005 | $ | 168,089 | $ | 110,090 | $ | 8,405 | (1) | | 6,200 | | | ||||||||||||||||||||||||
2004 | $ | 160,696 | $ | 140,290 | $ | 8,025 | (1) | $ | 31,200 | (2) | | | | ||||||||||||||||||||||
Farlin A.
Halsey, Vice
President, Marketing
(3) |
2006 | $ | 169,569 | $ | 67,500 | $ | 8,477 | (1) | | 5,700 | $ | 89,328 | (2) | | |||||||||||||||||||||
2005 | $ | 162,989 | $ | 101,024 | $ | 8,149 | (1) | | 5,000 | | | ||||||||||||||||||||||||
2004 | $ | 158,744 | $ | 134,068 | $ | 7,930 | (1) | $ | 23,288 | (2) | | | | ||||||||||||||||||||||
Graham C.
Purves, Vice
President, Sales
(4) |
2006 | $ | 169,569 | $ | 67,500 | $ | 8,477 | (1) | | 5,700 | $ | 83,776 | (2) | | |||||||||||||||||||||
2005 | $ | 160,721 | $ | 101,024 | $ | 7,911 | (1) | | 5,000 | | | ||||||||||||||||||||||||
2004 | $ | 149,432 | $ | 134,068 | $ | 7,371 | (1) | $ | 21,840 | (2) | | | | ||||||||||||||||||||||
All directors
and executive
officers as a group |
2006 | $ | 1,245,279 | $ | 508,000 | $ | 51,614 | | 49,000 | $ | 705,267 | | |||||||||||||||||||||||
(ten
persons in 2006,
ten persons in 2005, and |
2005 | $ | 1,265,600 | $ | 686,653 | $ | 49,038 | | 43,855 | | | ||||||||||||||||||||||||
twelve persons in 2004) |
2004 | $ | 1,283,333 | $ | 1,034,240 | $ | 53,821 | $ | 205,219 | | | | |||||||||||||||||||||||
(1) |
Represents contributions made by the Company on behalf of each Named Executive Officer into their respective Registered Retirement Savings Plans. |
(2) |
Represents values for awards of phantom share units issued pursuant to the 2004 Employee Long-term Incentive Plan. The value of the units are payable in cash subject to performance vesting conditions. Vesting occurred on December 31, 2006 as cumulative revenue and operating income for the three years ending December 31, 2006 exceeded certain pre-determined performance objectives. The dollar value payable upon vesting of the phantom shares is reported under LTIP payouts in the table above. |
(3) |
Mr. Halsey was appointed Vice President of Corporate Strategy and Alliances in May 2007. |
(4) |
Mr. Purves was appointed Vice President of Sales and Marketing in May 2007. |
Name |
Securities Under Options/SARs Granted (#) |
% of Total Options/SARs Granted to Employees in Financial Year (%) |
Exercise or Base Price (U.S. $/Security) |
Grant Date Present Value (U.S. $)(1) |
Expiration Date |
|||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jonathan W.
Ladd, President and
CEO |
16,600 | 11.3 | % | $ | 39.58 | $ | 243,024 | April 27,
2011 |
||||||||||||||
Werner Gartner,
|
8,000 | 5.4 | % | $ | 39.58 | $ | 117,120 | April 27,
2011 |
||||||||||||||
Executive Vice
President and CFO |
||||||||||||||||||||||
Patrick C.
Fenton, Vice President
and CTO |
7,100 | 4.8 | % | $ | 39.58 | $ | 103,944 | April 27,
2011 |
||||||||||||||
Farlin A.
Halsey, Vice President,
Marketing |
5,700 | 3.9 | % | $ | 39.58 | $ | 83,448 | April 27,
2011 |
||||||||||||||
Graham C.
Purves, Vice President,
Sales |
5,700 | 3.9 | % | $ | 39.58 | $ | 83,448 | April 27,
2011 |
||||||||||||||
(1) |
Based on a Black- Scholes option pricing model. The same model is used to compute the compensation expense related to stock options reported in the Companys financial statements. |
Unexercised Options December 31, 2006 |
Value of Unexercised In-the-Money Options at December 31, 2006 (U.S. $) |
||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name |
Securities Acquired on Exercise |
Aggregate Value Realized (U.S. $) |
Exercisable |
Unexercisable |
Exercisable |
Unexercisable |
|||||||||||||||||||||
Jonathan W.
Ladd, President and
CEO |
| | 43,625 | 39,975 | $ | 1,575,801 | $ | 696,591 | |||||||||||||||||||
Werner Gartner, Executive Vice
President and CFO
|
50,000 | $ | 1,580,410 | 20,500 | 17,000 | $ | 741,529 | $ | 250,271 | ||||||||||||||||||
Patrick C.
Fenton, Vice President
and CTO |
20,100 | $ | 727,844 | 57,100 | 14,875 | $ | 1,886,853 | $ | 214,277 | ||||||||||||||||||
Farlin A.
Halsey, Vice President,
Marketing |
7,500 | $ | 245,756 | 12,000 | 11,700 | $ | 443,938 | $ | 162,625 | ||||||||||||||||||
Graham C.
Purves, Vice President,
Sales |
6,250 | $ | 233,714 | 21,423 | 12,075 | $ | 685,070 | $ | 176,743 | ||||||||||||||||||
Plan Category |
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights |
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights |
Number of Securities Available for Future Issuance Under Equity Compensation Plans(1)(2) |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Equity
compensation plans approved by security holders |
566,532 |
U.S.
$16.47 |
229,627 |
|||||||||||
Equity
compensation plans not approved by security holders |
|
|
|
(1) |
Amount represents 196,682 Common Shares of the Company available for future issuance under the Companys Employee Stock Option Plan and 32,945 Common Shares of the Company available for future issuance under the Companys Directors Stock Option Plan at December 31, 2006. The table does not include amounts that will become available under the 2007 Stock Plan if approved by shareholders. |
(2) |
The Company granted 181,444 options to purchase Common Shares to employees on June 6, 2007. The options have an exercise price of U.S. $38.34, vest over four years and expire five years from the date of grant. |
|
The 2007 Stock Plan will have approximately a 10-1/2-year term with a fixed number of shares authorized for issuance. It is not an evergreen plan. |
|
A total of 500,000 Common Shares will be available under the 2007 Stock Plan, which is approximately 5.8% of the Companys total outstanding shares (when combined with outstanding options under the Existing Plans, this is equal to approximately 13.9% of the Companys total outstanding shares). |
|
The number of Common Shares available for issuance under the 2007 Stock Plan will be reduced by 1 share for every 1 share issued pursuant to a stock option and by 2.2 shares for every 1 share issued as restricted stock or pursuant to a restricted stock unit. This means that the maximum number of Common Shares that could be issued as restricted stock and pursuant to restricted stock units is 227,273 shares (this assumes that all of the shares available under the 2007 Stock Plan are issued as restricted stock or pursuant to restricted stock units). |
|
The number of Common Shares available for future grant, together with the shares issuable upon exercise of outstanding awards under the 2007 Stock Plan and Existing Plans, collectively may not exceed 14% of the Companys Common Shares outstanding at any time. |
|
Stock options must be granted with an exercise price of not less than 100% of the fair market value on the date of grant. |
|
Repricing of stock options will be prohibited unless shareholder approval is obtained. |
2007 Annual Bonus as a % of Salary |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
% of Operating Income Target Achieved |
Chief Executive Officer |
Vice Presidents(1) |
|||||||||
90% |
0 | % | 0% |
||||||||
100% |
50 | % | 29%30% |
||||||||
110% |
60 | % | 35%37% |
||||||||
120% |
70 | % | 41%43% |
||||||||
130% |
80 | % | 46%50% |
||||||||
140% |
90 | % | 42%56% |
||||||||
≥150% |
100 | % | 58%62% |
(1) |
Bonuses in dollar terms may be adjusted by up to plus or minus 25% for individual performance. |
June 18, 2007 |
David E. Vaughn, Chair Richard D. Orman Robert J. Iverach |
June 18, 2007 |
Joel A. Schleicher, Chair Richard D. Orman Charles R. Trimble |
Shares Beneficially Owned |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Name |
Shares |
Percent |
|||||||||
Neuberger Berman
LLC(1) |
1,126,050 | 13.3 | % | ||||||||
Wellington
Management Company, LLP(2) |
1,011,412 | 11.9 | |||||||||
Tygh Capital
Management, Inc.(3) |
589,466 | 6.9 | |||||||||
Patrick C.
Fenton(4) |
54,250 | * | |||||||||
Werner
Gartner(5) |
46,000 | * | |||||||||
Farlin A.
Halsey, Jr. (6) |
11,671 | * | |||||||||
Robert J.
Iverach(7) |
1,231 | * | |||||||||
Jonathan W.
Ladd(8) |
83,900 | * | |||||||||
Richard D.
Orman(7) |
1,231 | * | |||||||||
Graham C. Purves
(9) |
26,723 | * | |||||||||
Joel A.
Schleicher(7) |
1,231 | * | |||||||||
Charles R.
Trimble(7) |
1,231 | * | |||||||||
David E.
Vaughn(7) |
1,231 | * | |||||||||
All directors
and executive officers as a group (eleven persons)(11) |
228,699 | 2.6 | % |
* |
Less than 1%. |
(1) |
The address of Neuberger Berman LLC is 605 Third Avenue, New York, New York, USA, 10158. Based on a Schedule 13F-HR filed on May 10, 2007 |
(2) |
The address of Wellington Management Company, LLP is 75 State Street, Boston Massachusetts, USA, 02109. Based on a Schedule 13G/A filed on April 10, 2007. |
(3) |
The address of Tygh Capital Management, Inc. is 1211 SW, Fifth Ave., Suite 2100, Portland, Oregon, USA, 97204. Based on a Schedule 13F-HR filed on May 7, 2007. |
(4) |
Represents Common Shares, including 36,750 vested stock options to purchase Common Shares as of June 8, 2007. |
(5) |
Represents Common Shares, including 28,000 vested stock options to purchase Common Shares as of June 8, 2007. |
(6) |
Represents 11,671 vested stock options to purchase Common Shares as of June 8, 2007. |
(7) |
Represents 1,231 vested stock options to purchase Common Shares as of June 8, 2007. |
(8) |
Represents Common Shares, including 63,900 vested stock options to purchase Common Shares as of June 8, 2007. |
(9) |
Represents 26,723 vested stock options to purchase Common Shares as of June 8, 2007. |
Fees |
2006 |
2005 |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
Audit Fees
(1) |
$ | 563,444 | $ | 342,628 | ||||||
Audit-Related
Fees (2) |
| | ||||||||
Tax Fees (3)
|
135,918 | 91,242 | ||||||||
All Other
Fees (4) |
| | ||||||||
Total
Fees |
$ | 699,362 | $ | 433,870 |
(1) |
Audit Fees consist of fees billed for professional services rendered in connection with the audit of the Companys consolidated annual financial statements, review of the Companys quarterly financial statements and the quarterly and annual regulatory filings thereon. |
(2) |
Audit-Related Fees consist of fees for professional services rendered in connection with financial accounting and reporting consultations. |
(3) |
Tax Fees consist of fees billed for professional services rendered for tax compliance and tax advice. These services include preparation of the Companys income tax returns, employee-related tax issues and excise tax matters. |
(4) |
All Other Fees consist of fees for products and services other than the services reported above. |
SECTION 1.
INTRODUCTION |
A-1 | |||||
SECTION 2.
DEFINITIONS |
A-1 | |||||
(a) Act |
A-1 | |||||
(b) Affiliate |
A-1 | |||||
(c) Award |
A-1 | |||||
(d) Award Agreement |
A-1 | |||||
(e) Board |
A-1 | |||||
(f) Cashless Exercise |
A-1 | |||||
(g) Cause |
A-1 | |||||
(h) Change in Control |
A-2 | |||||
(i) Code |
A-2 | |||||
(j) Committee |
A-2 | |||||
(k) Common Stock |
A-2 | |||||
(l) Company |
A-2 | |||||
(m) Consultant |
A-2 | |||||
(n) Covered Employees |
A-2 | |||||
(o) Director |
A-2 | |||||
(p) Disability |
A-2 | |||||
(q) Employee |
A-2 | |||||
(r) Exchange Act |
A-2 | |||||
(s) Exercise Price |
A-2 | |||||
(t) Fair
Market Value |
A-2 | |||||
(u) Fiscal Year |
A-2 | |||||
(v) Incentive Stock Option or ISO |
A-2 | |||||
(w) Key
Service Provider |
A-2 | |||||
(x) Non-Employee Director |
A-3 | |||||
(y) Nonstatutory Stock Option or NSO |
A-3 | |||||
(z) Option |
A-3 | |||||
(aa) Optionee |
A-3 | |||||
(bb) Parent |
A-3 | |||||
(cc) Participant |
A-3 | |||||
(dd) Performance Goals |
A-3 | |||||
(ee) Performance Period |
A-3 | |||||
(ff) Plan |
A-3 | |||||
(gg) Plan Administrator |
A-3 | |||||
(hh) Re-Price |
A-3 | |||||
(ii) Restricted Stock Grant |
A-3 | |||||
(jj) Restricted Stock Grant Agreement |
A-3 | |||||
(kk) Restricted Stock Unit |
A-3 | |||||
(ll) Restricted Stock Unit Agreement |
A-3 | |||||
(mm) SEC |
A-3 | |||||
(nn) Section 16 Persons |
A-3 | |||||
(oo) Securities Act |
A-3 | |||||
(pp) Service |
A-3 | |||||
(qq) Share |
A-4 | |||||
(rr) Stock Option Agreement |
A-4 | |||||
(ss) Subsidiary |
A-4 | |||||
(tt) 10-Percent Stockholder |
A-4 |
SECTION 3.
ADMINISTRATION |
A-4 | |||||
(a) Plan
Administrator |
A-4 | |||||
(b) Authority
of the Plan Administrator |
A-4 | |||||
(c) Indemnification |
A-5 | |||||
SECTION 4.
GENERAL |
A-5 | |||||
(a) General
Eligibility |
A-5 | |||||
(b) Incentive
Stock Options |
A-5 | |||||
(c) Restrictions on Shares |
A-5 | |||||
(d) Beneficiaries |
A-5 | |||||
(e) Performance Conditions |
A-5 | |||||
(f) No Rights
as a Stockholder |
A-5 | |||||
(g) Termination of Service |
A-6 | |||||
SECTION 5.
SHARES SUBJECT TO PLAN AND SHARE LIMITS |
A-6 | |||||
(a) Basic
Limitation |
A-6 | |||||
(b) Additional
Shares |
A-6 | |||||
(c) Dividend
Equivalents |
A-6 | |||||
SECTION 6.
TERMS AND CONDITIONS OF OPTIONS |
A-6 | |||||
(a) Stock
Option Agreement |
A-6 | |||||
(b) Number of
Shares |
A-6 | |||||
(c) Exercise
Price |
A-6 | |||||
(d) Exercisability and Term |
A-6 | |||||
(e) Payment
for Option Shares |
A-7 | |||||
(f) Modifications or Assumption of Options |
A-7 | |||||
(g) Assignment
or Transfer of Options |
A-7 | |||||
SECTION 7.
TERMS AND CONDITIONS FOR RESTRICTED STOCK GRANTS |
A-7 | |||||
(a) Time,
Amount and Form of Awards |
A-7 | |||||
(b) Restricted
Stock Grant Agreement |
A-7 | |||||
(c) Payment
for Restricted Stock Grants |
A-8 | |||||
(d) Vesting
Conditions |
A-8 | |||||
(e) Assignment
or Transfer of Restricted Stock Grants |
A-8 | |||||
(f) Voting and
Dividend Rights |
A-8 | |||||
(g) Modification or Assumption of Restricted Stock Grants |
A-8 | |||||
SECTION 8.
TERMS AND CONDITIONS OF RESTRICTED STOCK UNITS |
A-8 | |||||
(a) Restricted
Stock Unit Agreement |
A-8 | |||||
(b) Number of
Shares |
A-8 | |||||
(c) Payment
for Awards |
A-8 | |||||
(d) Vesting
Conditions |
A-8 | |||||
(e) Form and
Time of Settlement of Restricted Stock Units |
A-8 | |||||
(f) Voting and
Dividend Rights |
A-9 | |||||
(g) Creditors Rights |
A-9 | |||||
(h) Modification or Assumption of Restricted Stock Units |
A-9 | |||||
(i) Assignment
or Transfer of Restricted Stock Units |
A-9 | |||||
SECTION 9.
PROTECTION AGAINST DILUTION |
A-9 | |||||
(a) Adjustments |
A-9 | |||||
(b) Fractional
Shares |
A-9 |
SECTION 10.
EFFECT OF A CHANGE IN CONTROL |
A-9 | |||||
(a) Change in
Control |
A-9 | |||||
(b) Acceleration |
A-10 | |||||
(c) Dissolution |
A-10 | |||||
SECTION 11.
LIMITATIONS ON RIGHTS |
A-10 | |||||
(a) Participant Rights |
A-10 | |||||
(b) Stockholders Rights |
A-10 | |||||
(c) Resale
Restrictions |
A-11 | |||||
(d) Regulatory
Requirements |
A-11 | |||||
SECTION 12.
WITHHOLDING TAXES |
A-11 | |||||
(a) General
|
A-11 | |||||
SECTION 13.
DIRECTORS AWARDS |
A-11 | |||||
SECTION 14.
DURATION AND AMENDMENTS |
A-11 | |||||
(a) Term of
the Plan |
A-11 | |||||
(b) Right to
Amend or Terminate the Plan |
A-11 |
(a) |
Act means the Income Tax Act of Canada; |
(b) |
Affiliate means any entity other than a Subsidiary, if the Company and/or one or more Subsidiaries own not less than 50% of such entity. |
(c) |
Award means an Option, Restricted Stock Grant or Restricted Stock Unit. |
(d) |
Award Agreement means any Stock Option Agreement, Restricted Stock Grant Agreement or Restricted Stock Unit Agreement. |
(e) |
Board means the Board of Directors of the Company, as constituted from time to time. |
(f) |
Cashless Exercise means, to the extent that a Stock Option Agreement so provides and as permitted by applicable law, a program approved by the Plan Administrator in which payment of the aggregate Exercise Price and/or satisfaction of any applicable tax withholding obligations may be made all or in part by delivery (on a form prescribed by the Plan Administrator) of an irrevocable direction to a securities broker to sell Shares subject to an Option and to deliver all or part of the sale proceeds to the Company. |
(g) |
Cause means, except as may otherwise be provided in a Participants employment agreement or Award Agreement, (i) Participants willful failure to perform his or her duties and responsibilities to the Company or material violation of a written Company policy; (ii) Participants commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused or is reasonably expected to result in material injury to the Company; (iii) unauthorized use or disclosure by Participant of any proprietary information or trade secrets of the Company or any other party to whom the Participant owes an obligation of nondisclosure as a result of his or her relationship with the Company; or (iv) Participants willful breach of any of his or her obligations under any written agreement or covenant with the Company. The determination as to whether a Participant is being terminated for Cause shall be made in good faith by the Plan Administrator and shall be conclusive and binding on the Participant. The foregoing definition does not in any way limit the Companys ability to terminate a Participants Service at any time as provided in Section 11(a), and the term Company will be interpreted to include any Subsidiary, Parent, Affiliate, or any successor thereto, if appropriate. |
(h) |
Change in Control shall have the meaning set forth in Section 10. A transaction shall not constitute a Change in Control if its sole purpose is to change the province or country of the Companys incorporation or to create a holding company that will be owned substantially in the same proportions by the persons who held the Companys securities immediately before such transactions. |
(i) |
Code means the Internal Revenue Code of 1986, as amended, and the regulations and interpretations promulgated thereunder. |
(j) |
Committee means the Compensation Committee. |
(k) |
Common Stock means the Companys common stock. |
(l) |
Company means NovAtel Inc., a Canadian corporation. |
(m) |
Consultant means an individual who provides bona fide services to the Company, a Parent, a Subsidiary or an Affiliate, other than as an Employee, Director or Non-Employee Director. |
(n) |
Covered Employees means those persons who are subject to the limitations of Code Section 162(m). |
(o) |
Director means a member of the Board who is also an Employee. |
(p) |
Disability means a physical, mental or other health condition which substantially impairs the Participants ability to perform her or his assigned duties for 120 days or more in a 240 day period or that can be expected to result in death. The Plan Administrator shall determine whether a Participant has incurred a Disability on the basis of medical evidence acceptable to the Plan Administrator. In making a determination of Disability the Plan Administrator shall take into consideration the terms of any employment agreement with a Participant which may modify the within definition of Disability and shall supersede and replace the within definition. |
(q) |
Employee means any individual who is an employee of the Company, a Parent, a Subsidiary or an Affiliate. |
(r) |
Exchange Act means the Securities Exchange Act of 1934, as amended. |
(s) |
Exercise Price means, in the case of an Option, the amount for which a Share may be purchased upon exercise of such Option, as specified in the applicable Stock Option Agreement. |
(t) |
Fair Market Value means the market price of a Share as determined in good faith by the Plan Administrator. Such determination shall be conclusive and binding on all persons. The Fair Market Value shall be determined by the following: |
(i) |
If the Shares are admitted to trading on any established national stock exchange or market system, including without limitation the NASDAQ Stock Market (NASDAQ), on the date in question, then the Fair Market Value shall be equal to the closing sales price for such Shares as quoted on such national exchange or system on such date; or |
(ii) |
if the Shares are admitted to quotation on NASDAQ or are regularly quoted by a recognized securities dealer but selling prices are not reported on the date in question, then the Fair Market Value shall be equal to the mean between the bid and asked prices of the Shares reported for such date. |
(u) |
Fiscal Year means the Companys fiscal year. |
(v) |
Incentive Stock Option or ISO means an incentive stock option described in Code Section 422. |
(w) |
Key Service Provider means an Employee, Director, Non-Employee Director or Consultant who has been selected by the Plan Administrator to receive an Award under the Plan. |
(x) |
Non-Employee Director means a member of the Board who is not an Employee. |
(y) |
Nonstatutory Stock Option or NSO means a stock option that is not an ISO. |
(z) |
Option means, for U.S. purposes, an ISO or NSO granted under the Plan entitling the Optionee to purchase Shares, and in other jurisdictions, the right entitling the Optionee to purchase Shares. |
(aa) |
Optionee means an individual, estate or other entity that holds an Option. |
(bb) |
Parent means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company, if each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a date after the adoption of the Plan shall be considered a Parent commencing as of such date. |
(cc) |
Participant means an individual or estate or other entity that holds an Award. |
(dd) |
Performance Goals means one or more objective measurable performance goals established by the Plan Administrator with respect to a Performance Period based upon one or more factors, including, but not limited to: (i) operating income; (ii) earnings before interest, taxes, depreciation and amortization; (iii) earnings; (iv) cash flow; (v) market share; (vi) sales or revenue; (vii) expenses; (viii) cost of goods sold; (ix) profit/loss or profit margin; (x) working capital; (xi) return on equity or assets; (xii) earnings per share; (xiii) economic value added; (xiv) price/earnings ratio; (xv) debt or debt-to-equity; (xvi) accounts receivable; (xvii) writeoffs; (xviii) cash; (xix) assets; (xx) liquidity; (xxi) operations; (xxii) intellectual property (e.g., patents); (xxiii) product development; (xxiv) regulatory activity; (xxv) manufacturing, production or inventory; (xxvi) mergers and acquisitions or divestitures; and/or (xxvii) financings, each with respect to the Company and/or one or more of its Subsidiaries, Affiliates or operating units. Awards issued to persons who are not Covered Employees may take into account other factors. |
(ee) |
Performance Period means any period not exceeding 48 months as determined by the Plan Administrator, in its sole discretion. The Plan Administrator may establish different Performance Periods for different Participants, and the Plan Administrator may establish concurrent or overlapping Performance Periods. |
(ff) |
Plan means this NovAtel Inc. 2007 Stock Incentive Plan as it may be amended from time to time. |
(gg) |
Plan Administrator means the Board, or any committee thereof appointed to administer the Plan as described in Section 3. |
(hh) |
Re-Price means the lowering or reduction of the Exercise Price of outstanding Options for any Participant(s). |
(ii) |
Restricted Stock Grant means Shares awarded under the Plan. |
(jj) |
Restricted Stock Grant Agreement means the agreement described in Section 7 evidencing a Restricted Stock Grant. |
(kk) |
Restricted Stock Unit means a bookkeeping entry representing the equivalent of one Share awarded under the Plan as evidenced by an award certificate or letter to the Participant and subject to the terms of the Restricted Stock Unit Agreement entered into between the Participant and the Company. |
(ll) |
Restricted Stock Unit Agreement means the agreement described in Section 8 evidencing a Restricted Stock Unit. |
(mm) |
SEC means the Securities and Exchange Commission. |
(nn) |
Section 16 Persons means those officers, directors or other persons who are subject to 16 of the Exchange Act. |
(oo) |
Securities Act means the Securities Act of 1933, as amended. |
(pp) |
Service means service as an Employee, Director, Non-Employee Director or Consultant. A Participants Service does not terminate if he or she is an Employee and goes on a bona fide leave of |
absence that was approved by the Company in writing and the terms of the leave provide for continued service crediting, or when continued service crediting is required by applicable law. However, for purposes of determining whether an Option is entitled to continuing ISO status, an Employees Service will be treated as terminating 90 days after such Employee went on leave, unless such Employees right to return to active work is guaranteed by law or by a contract. Service terminates in any event when the approved leave ends, unless such Employee immediately returns to active work. Further, unless otherwise determined by the Plan Administrator, a Participants Service will not terminate merely because of a change in the capacity in which the Participant provides service to the Company, a Parent, Subsidiary or Affiliate, or a transfer between entities (the Company or any Parent, Subsidiary, or Affiliate); provided that there is no interruption or other termination of Service. |
(qq) |
Share means one share of Common Stock. |
(rr) |
Stock Option Agreement means the agreement described in Section 6 evidencing an Option. |
(ss) |
Subsidiary means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date. |
(tt) |
10-Percent Stockholder means an individual who owns more than 10% of the total combined voting power of all classes of outstanding stock of the Company, its Parent or any of its Subsidiaries. In determining stock ownership, the attribution rules of Code Section 424(d) shall be applied. |
(a) |
Plan Administrator. This Plan shall be administered by the Plan Administrator. In the event the Corporation is or becomes subject to the provisions of Section 16 of the Exchange Act, the Plan Administrator shall attempt to have a membership composition which enables (i) Awards to Section 16 Persons to qualify as exempt from liability under Section 16(b) of the Exchange Act and (ii) Awards to Covered Employees to qualify as performance-based compensation as provided under Code Section 162(m). However, the Board may also appoint one or more separate committees, each composed of one or more directors of the Company who need not qualify under Rule 16b-3 or Code Section 162(m), that may administer the Plan with respect to Key Service Providers who are not Section 16 Persons or Covered Employees, respectively, may grant Awards under the Plan to such Key Service Providers and may determine all terms of such Awards. Members of any such committee shall serve for such period of time as the Board may determine and shall be subject to removal by the Board at any time. |
(b) |
Authority of the Plan Administrator. Subject to the provisions of the Plan, the Plan Administrator shall have the full authority, in its sole discretion, to take any actions it deems necessary or advisable for the administration of the Plan. Such actions shall include: |
(i) |
selecting Key Service Providers who are to receive Awards under the Plan; |
(ii) |
determining the type, number, vesting requirements and other features and conditions of such Awards; |
(iii) |
amending any outstanding Awards; |
(iv) |
accelerating the vesting, or extending the post-termination exercise term, of Awards at any time and under such terms and conditions as it deems appropriate; |
(v) |
interpreting the Plan and any Award Agreement; |
(vi) |
correcting any defect, supplying any omission or reconciling any inconsistency in the Plan or any Award Agreement; |
(vii) |
adopting such rules or guidelines as it deems appropriate to implement the Plan; |
(viii) |
making all other decisions relating to the operation of the Plan; and |
(ix) |
adopting such plans or subplans as may be deemed necessary or appropriate to provide for the participation by employees of the Company, its Subsidiaries and Affiliates who reside outside of Canada or the U.S., which plans and/or subplans shall be attached hereto as Appendices. |
(c) |
Indemnification. To the maximum extent permitted by applicable law, each member of the Plan Administrator shall be indemnified and held harmless by the Company against and from (i) any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under the Plan or any Award Agreement, and (ii) from any and all amounts paid by him or her in settlement thereof, with the Companys approval, or paid by him or her in satisfaction of any judgment in any such claim, action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Companys Articles of Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or under any power that the Company may have to indemnify them or hold them harmless. |
(a) |
General Eligibility. Only Employees, Directors, Non-Employee Directors and Consultants shall be eligible to participate in the Plan. |
(b) |
Incentive Stock Options. Only Key Service Providers who are Employees of the Company, a Parent or a Subsidiary shall be eligible for the grant of ISOs. In addition, a Key Service Provider who is a 10-Percent Stockholder shall not be eligible for the grant of an ISO unless the requirements set forth in Code Section 422(c)(5) are satisfied. |
(c) |
Restrictions on Shares. Any Shares issued pursuant to an Award shall be subject to such rights of repurchase, rights of first refusal and other transfer restrictions as the Plan Administrator may determine, in its sole discretion. Such restrictions shall apply in addition to any restrictions that may apply to holders of Shares generally and shall also comply to the extent necessary with applicable law. In no event shall the Company be required to issue fractional Shares under this Plan. |
(d) |
Beneficiaries. Unless stated otherwise in an Award Agreement and then only to the extent permitted by applicable law, a Participant may designate one or more beneficiaries with respect to an Award by timely filing the prescribed form with the Company. A beneficiary designation may be changed by filing the prescribed form with the Company at any time before the Participants death. If no beneficiary was designated or if no designated beneficiary survives the Participant, then after a Participants death any vested Award(s) shall be transferred or distributed to the Participants estate. |
(e) |
Performance Conditions. The Plan Administrator may, in its discretion, include performance conditions in an Award. If performance conditions are included in Awards to Covered Employees and such Awards are intended to qualify as performance-based compensation under Code Section 162(m), then such Awards will be subject to the achievement of Performance Goals with respect to a Performance Period established by the Plan Administrator. Such Awards shall be granted and administered pursuant to the requirements of Code Section 162(m). Before any Shares underlying an Award or any Award payments are released to a Covered Employee with respect to a Performance Period, the Plan Administrator shall certify in writing that the Performance Goals for such Performance Period have been satisfied. Awards with performance conditions that are granted to Key Service Providers who are not Covered Employees need not comply with the requirements of Code Section 162(m). |
(f) |
No Rights as a Stockholder. A Participant, or a transferee of a Participant, shall have no rights as a stockholder with respect to any Common Stock covered by an Award until such person has satisfied all of the terms and conditions to receive such Common Stock, has satisfied any applicable withholding or tax obligations relating to the Award and the Shares have been issued (as evidenced by an appropriate entry on the books of the Company or a duly authorized transfer agent of the Company). |
(g) |
Termination of Service. Unless the applicable Award Agreement or the applicable employment agreement provides otherwise, the following rules shall govern the vesting, exercisability and term of outstanding Awards held by a Participant in the event of termination of such Participants Service (in all cases subject to the maximum term of the Option): (i) upon termination of Service for any reason, all unvested portions of any outstanding Awards shall be immediately forfeited without consideration and the vested portions of any outstanding Restricted Stock Units shall be settled upon termination; (ii) if Service is terminated for Cause, then all unexercised Options, unvested portions of Restricted Stock Units and unvested portions of Restricted Stock Grants shall terminate and be forfeited immediately without consideration; (iii) if Service is terminated for any reason other than for Cause, death or Disability, then the vested portion of his or her then-outstanding Options may be exercised by such Participant or his or her personal representative within 90 days after the date of such termination; or (iv) if Service is terminated due to death or Disability, the vested portion of his or her then-outstanding Options may be exercised within 12 months after the date of such termination. |
(a) |
Basic Limitation. The stock issuable under the Plan shall be authorized but unissued Shares or treasury shares. The aggregate number of Shares reserved for Awards under the Plan is 500,000 Shares, subject to adjustment pursuant to Section 9, provided however, that the number of Shares available for future grant, together with the number of Shares issuable upon exercise of outstanding Options under this Plan and the Existing Plans, collectively, may not exceed 14% of the Shares outstanding at any time. Shares issued as Restricted Stock Grants or pursuant to Restricted Stock Units will count against the Shares available for issuance under the Plan as 2.2 Shares for every 1 Share issued in connection with the Award. |
(b) |
Additional Shares. If Awards are forfeited or are terminated for any reason before vesting or being exercised, then the Shares underlying such Awards shall again become available for Awards under the Plan. If Awards are settled in cash, the Shares that would have been delivered had there been no cash settlement shall not be counted against the Shares available for issuance under the Plan. |
(c) |
Dividend Equivalents. Any dividend equivalents distributed under the Plan shall not reduce the number of Shares available for Awards. |
(a) |
Stock Option Agreement. Each Option granted under the Plan shall be evidenced and governed exclusively by a Stock Option Agreement between the Optionee and the Company. Such Option shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions that are not inconsistent with the Plan and that the Plan Administrator deems appropriate for inclusion in a Stock Option Agreement. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical. The Stock Option Agreement with US-based Participants shall specify whether the Option is an ISO or an NSO. |
(b) |
Number of Shares. Each Stock Option Agreement shall specify the number of Shares that are subject to the Option, which number is subject to adjustment in accordance with Section 9. No Key Service Provider shall receive Options during any Fiscal Year which have an aggregate Fair Market Value (determined at the date of the grant) of the Shares with respect to which the Options are exercisable for the first time by the Optionee during any calendar year (granted under the Existing Plans or this Plan) in excess of $100,000 or such other limit as may be prescribed by the Code as it may be amended from time to time. Any Option which exceeds the annual limit shall not be void but rather shall be a NSO. |
(c) |
Exercise Price. Each Stock Option Agreement shall specify the Options Exercise Price which shall be established by the Plan Administrator and is subject to adjustment in accordance with Section 9. The Exercise Price of an Option shall not be less than 100% of the Fair Market Value (110% for an ISO granted to a 10-Percent Stockholder) on the date of grant. |
(d) |
Exercisability and Term. Each Stock Option Agreement shall specify the date when all or any installment of the Option is to become exercisable and may include performance conditions or |
Performance Goals pursuant to Section 4(e). The Stock Option Agreement shall also specify the maximum term of the Option; provided that the maximum term of an Option shall in no event exceed 7 years from the date of grant. A Stock Option Agreement may provide for accelerated vesting in the event of the Participants death, Disability or other events. Notwithstanding any other provision of the Plan or the Stock Option Agreement, no Option can be exercised after the expiration date provided in the applicable Stock Option Agreement. |
(e) |
Payment for Option Shares. The Exercise Price of an Option shall be paid in cash at the time of exercise except as follows and if so provided for in the applicable Stock Option Agreement: |
(i) |
Surrender of Stock. Subject to approval of the Plan Administrator, payment of all or any part of the Exercise Price may be made with Shares which have already been owned by the Optionee; provided further that the Plan Administrator may, in its sole discretion, require that Shares tendered for payment be previously held for a minimum duration (e.g., to avoid financial accounting charges to the Companys earnings). |
(ii) |
Cashless Exercise. Subject to approval of the Plan Administrator, payment of all or a part of the Exercise Price may be made through Cashless Exercise. |
(iii) |
Other Forms of Payment. Payment may be made in any other form that is consistent with applicable laws, regulations and rules and approved by the Plan Administrator. |
(f) |
Modifications or Assumption of Options. Within the limitations of the Plan, the Plan Administrator may modify, extend or assume outstanding options or may accept the cancellation of outstanding options (whether granted by the Company or by another issuer) in return for the grant of new Options for the same or a different number of Shares and at the same or a different Exercise Price. Notwithstanding the preceding sentence or anything to the contrary, no modification of an Option shall, without the consent of the Optionee, impair his or her rights or obligations under such Option and, unless there is approval by the Company shareholders, the Plan Administrator may not Re-Price outstanding Options. |
(g) |
Assignment or Transfer of Options. Except as otherwise provided in the applicable Stock Option Agreement and then only to the extent such transfer is otherwise permitted by applicable law and is not a transfer for value (unless such transfer for value is approved in advance by the Companys stockholders), no Option shall be transferable by the Optionee other than by will or by the laws of descent and distribution. Except as otherwise provided in the applicable Stock Option Agreement, an Option may be exercised during the lifetime of the Optionee only or by the guardian or legal representative of the Optionee. No Option or interest therein may be assigned, pledged or hypothecated by the Optionee during his or her lifetime, whether by operation of law or otherwise, or be made subject to execution, attachment or similar process. |
(a) |
Time, Amount and Form of Awards. Awards under this Section 7 may be granted in the form of a Restricted Stock Grant. A Restricted Stock Grant may be awarded in combination with an Option and such an Award may provide that the Restricted Stock Grant will be forfeited in the event that the related Option is exercised. |
(b) |
Restricted Stock Grant Agreement. Each Restricted Stock Grant awarded under the Plan shall be evidenced and governed exclusively by a Restricted Stock Grant Agreement between the Participant and the Company. Each Restricted Stock Grant shall be subject to all applicable terms and conditions of the Plan and may be subject to any other terms and conditions that are not inconsistent with the Plan that the Plan Administrator deems appropriate for inclusion in the applicable Restricted Stock Grant Agreement. The provisions of the Restricted Stock Grant Agreements entered into under the Plan need not be identical. |
(c) |
Payment for Restricted Stock Grants. Restricted Stock Grants may be issued with or without cash consideration under the Plan. |
(d) |
Vesting Conditions. Each Restricted Stock Grant may or may not be subject to vesting. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Restricted Stock Grant Agreement which may include performance conditions or Performance Goals pursuant to Section 4(e). A Restricted Stock Grant Agreement may provide for accelerated vesting in the event of the Participants death, Disability, or other events. |
(e) |
Assignment or Transfer of Restricted Stock Grants. Except as otherwise provided in the applicable Restricted Stock Grant Agreement and then only to the extent such transfer is otherwise permitted by applicable law and is not a transfer for value (unless such transfer for value is approved in advance by the Companys stockholders), no unvested Restricted Stock Grant shall be transferable other than by will or by the laws of descent and distribution. Except as otherwise provided in the applicable Restricted Stock Grant Agreement, no unvested Restricted Stock Grant or interest therein may be anticipated, assigned, attached, garnished, optioned, transferred or made subject to any creditors process, whether voluntarily, involuntarily or by operation of law. Any act in violation of this Section 7(e) shall be void. |
(f) |
Voting and Dividend Rights. The holder of a Restricted Stock Grant awarded under the Plan shall have the same voting, dividend and other rights as the Companys other stockholders. |
(g) |
Modification or Assumption of Restricted Stock Grants. Within the limitations of the Plan, the Plan Administrator may modify or assume outstanding Restricted Stock Grants or may accept the cancellation of outstanding Restricted Stock Grants in return for the grant of new Restricted Stock Grants for the same or a different number of Shares. Notwithstanding the preceding sentence or anything to the contrary, no modification of a Restricted Stock Grant shall, without the consent of the Participant, impair his or her rights or obligations under such Restricted Stock Grant. |
(a) |
Restricted Stock Unit Agreement. Each Restricted Stock Unit granted under the Plan shall be evidenced by a Restricted Stock Unit Agreement between the Participant and the Company. Such Restricted Stock Units shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various Restricted Stock Unit Agreements entered into under the Plan need not be identical. Restricted Stock Units may be granted in consideration of a reduction in the Participants other compensation. |
(b) |
Number of Shares. Each Restricted Stock Unit Agreement shall specify the number of Shares to which the Restricted Stock Unit pertains, which number is subject to adjustment in accordance with Section 9. |
(c) |
Payment for Awards. To the extent that an Award is granted in the form of Restricted Stock Units, no cash consideration shall be required of the Award recipients. |
(d) |
Vesting Conditions. Each Restricted Stock Unit may or may not be subject to vesting. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Restricted Stock Unit Agreement which may include performance conditions or Performance Goals pursuant to Section 4(e). A Restricted Stock Unit Agreement may provide for accelerated vesting in the event of the Participants death, Disability, or other events. |
(e) |
Form and Time of Settlement of Restricted Stock Units. Settlement of vested Restricted Stock Units may be made in the form of (a) cash, (b) Shares or (c) any combination thereof, as determined by the Plan Administrator at the time of the grant of the Restricted Stock Units, in its sole discretion. Methods of converting Restricted Stock Units into cash may include (without limitation) a method based on the average Fair Market Value of Shares over a series of trading days. Vested Restricted Stock Units may be settled in a lump sum or in installments. The distribution may occur or commence when the vesting conditions applicable to the Restricted Stock Units have been satisfied or have lapsed, or it may be deferred, in accordance with applicable law, to any later date. The amount of a deferred distribution may be increased by an interest factor or by dividend equivalents. |
(f) |
Voting and Dividend Rights. The holders of Restricted Stock Units shall have no voting or dividend rights. |
(g) |
Creditors Rights. A holder of Restricted Stock Units shall have no rights other than those of a general creditor of the Company. Restricted Stock Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Restricted Stock Unit Agreement. |
(h) |
Modification or Assumption of Restricted Stock Units. Within the limitations of the Plan, the Plan Administrator may modify or assume outstanding Restricted Stock Units or may accept the cancellation of outstanding Restricted Stock Units in return for the grant of new Restricted Stock Units for the same or a different number of Shares. Notwithstanding the preceding sentence or anything to the contrary, no modification of a Restricted Stock Unit shall, without the consent of the Participant, impair his or her rights or obligations under such Restricted Stock Unit. |
(i) |
Assignment or Transfer of Restricted Stock Units. Except as provided in the applicable Restricted Stock Unit Agreement and then only to the extent such transfer is otherwise permitted by applicable law and is not a transfer for value (unless such transfer for value is approved in advance by the Companys stockholders), Restricted Stock Units shall not be transferable other than by will or by the laws of descent and distribution. Except as otherwise provided in the applicable Restricted Stock Unit Agreement, no Restricted Stock Unit or interest therein may be anticipated, assigned, attached, garnished, optioned, transferred or made subject to any creditors process, whether voluntarily, involuntarily or by operation of law. Any act in violation of this Section 8(i) shall be void. |
(a) |
Adjustments. In the event of a subdivision of the outstanding Shares, a declaration of a dividend payable in Shares, a declaration of a dividend payable in a form other than Shares in an amount that has a material effect on the price of Shares, a combination or consolidation of the outstanding Shares (by reclassification or otherwise) into a lesser number of Shares, a recapitalization, a spin-off or a similar occurrence, the Plan Administrator shall make such adjustments as it, in its sole discretion, deems appropriate in one or more of: |
(i) |
the number of Shares and the kind of shares or securities available for future Awards under Section 5; |
(ii) |
the limits on Awards specified in Section 5; |
(iii) |
the number of Shares and the kind of shares or securities covered by each outstanding Award; or |
(iv) |
the Exercise Price under each outstanding Option. |
(b) |
Fractional Shares. Any adjustment of Shares pursuant to this Section 9 shall be rounded down to the nearest whole number of Shares. Under no circumstances shall the Company be required to authorize or issue fractional shares and no consideration shall be provided as a result of any fractional shares not being issued or authorized. |
(a) |
Change in Control. Any and all Awards that have been outstanding under the Plan for at least 6 months at the time of occurrence of any of the events (a Change in Control) described in paragraphs (i), (ii) and (iii) below (an Eligible Award) shall become immediately vested and fully exercisable for the periods indicated (each such exercise period referred to as an Acceleration Window): |
(i) |
For a period of 45 days beginning on the day on which any Person, as such term is used in sections 13(d) and 14(d) of the Exchange Act (other than the Company, a subsidiary or an employee benefit plan of the Company, including any trustee of such plan acting as trustee) together with all affiliates and associates of such Person, becomes, after the date of this Plan, the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), of 50% or more of the Common Shares then outstanding; |
(ii) |
Beginning on the date that a tender or exchange offer for Common Shares by any Person (other than the Company, any subsidiary of the Company, any employee benefit plan of the Company, |
or any Person organized, appointed or established by the Company for or pursuant to the terms of any such employee benefit plan) is first published or sent or given within the meaning of Rule 14d-2 under the Exchange Act, and continuing so long as such offer remains open (including any extensions or renewals of such offer), unless by the terms of such offer the offeror, upon consummation thereof, would be the Beneficial Owner of less than 50% of the Common Shares then outstanding; or |
(iii) |
For a period of 20 days beginning on the day on which the shareholders of the Company duly approve (A) any sale of all or substantially all of the Companys assets or (B) the merger, consolidation, reorganization or other transaction providing for the conversion or exchange of more than 50% of the outstanding Common Shares into securities of any entity, or cash, or property, or a combination of any of the foregoing; |
(b) |
Acceleration. Notwithstanding the foregoing, the Plan Administrator may determine, at the time of grant of an Award or thereafter, that such Award shall become vested and exercisable, in full or in part, in the event that the Company is a party to a Change in Control. |
(c) |
Dissolution. To the extent not previously exercised or settled, Options and Restricted Stock Units shall terminate immediately prior to the dissolution or liquidation of the Company. |
(a) |
Participant Rights. A Participants rights, if any, in respect of or in connection with any Award is derived solely from the discretionary decision of the Company to permit the individual to participate in the Plan and to benefit from a discretionary Award. By accepting an Award under the Plan, a Participant expressly acknowledges that there is no obligation on the part of the Company to continue the Plan and/or grant any additional Awards. Any Award granted hereunder is not intended to be compensation of a continuing or recurring nature, or part of a Participants normal or expected compensation, and in no way represents any portion of a Participants salary, compensation, or other remuneration for purposes of pension benefits, severance, redundancy, resignation or any other purpose. |
(b) |
Stockholders Rights. Except as provided in Section 7(f), a Participant shall have no dividend rights, voting rights or other rights as a stockholder with respect to any Shares covered by his or her Award prior to the issuance of such Shares (as evidenced by an appropriate entry on the books of the Company or a duly authorized transfer agent of the Company). No adjustment shall be made for cash dividends |
or other rights for which the record date is prior to the date when such Shares are issued, except as expressly provided in Sections 7(f) and 9. |
(c) |
Resale Restrictions. Until such time as a Non-Employee Director is no longer a Director, such Non-Employee Director may not sell any of the Shares received pursuant to a Restricted Stock Grant or Restricted Stock Unit. |
(d) |
Regulatory Requirements. Any other provision of the Plan notwithstanding, the obligation of the Company to issue Shares or other securities under the Plan shall be subject to all applicable laws, rules and regulations and such approval by any regulatory body as may be required. The Company reserves the right to restrict, in whole or in part, the delivery of Shares or other securities pursuant to any Award prior to the satisfaction of all legal requirements relating to the issuance of such Shares or other securities, to their registration, qualification or listing or to an exemption from registration, qualification or listing. |
(a) |
General. A Participant shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise in connection with his or her Award. The Company shall not be required to issue any Shares or make any cash payment under the Plan until such obligations are satisfied. |
(a) |
Initial and Annual Option Awards. Each Non-Employee Director who joins the Board after July 26, 2007 shall automatically receive on such date an Option to purchase such number of Shares as determined by A divided by B, where A is U.S. $30,000 and B is the Fair Market Value of the Shares on the date on which the Option is granted. Each Non-Employee Director automatically will also receive on the date of each annual meeting of the shareholders of the Company on which the Non-Employee Director is such, an Option to purchase such number of Shares as determined by A divided by B, where A is U.S. $30,000 and B is the Fair Market Value of the Shares on the date on which the Option is granted. Any fractional Share shall be rounded up to the next full Share. |
(b) |
Initial and Annual Restricted Stock Grant or Restricted Stock Unit Awards. Each Non-Employee Director who joins the Board after July 26, 2007 shall also automatically receive on such date a Restricted Stock Grant or a Restricted Stock Unit for such number of Shares as determined by A divided by B, where A is U.S. $10,000 and B is the Fair Market Value of the Shares on the date on which the Restricted Stock Grant or a Restricted Stock Unit is granted. Each Non-Employee Director automatically will also receive on the date of each annual meeting of the shareholders of the Company on which the Non-Employee Director is such, a Restricted Stock Grant or a Restricted Stock Unit for such number of Shares as determined by A divided by B, where A is U.S. $10,000 and B is the Fair Value of the Shares on the date the Restricted Stock Grant or a Restricted Stock Unit is granted. Any fractional Share shall be rounded up to the next full Share. |
(c) |
Exercisability, Term and Vesting Conditions. Each Option granted pursuant to paragraph (a) of this section shall become exercisable one year from the date on which the Non-Employee Director initially joins the Board or the date of the annual meeting of shareholders of the Company, as the case may be, and shall terminate upon the expiration of five years from the date of grant of the Option. Each Restricted Stock Grant or Restricted Stock Unit granted pursuant to paragraph (b) of this section shall vest one year from the date on which the Non-Employee Director initially joins the Board or the date of the annual meeting of shareholders of the Company, as the case may be. |
(a) |
Term of the Plan. The Plan shall become effective upon its approval by the Companys stockholders. The Plan shall terminate on December 31, 2017 and may be terminated on any earlier date pursuant to this Section 14. |
(b) |
Right to Amend or Terminate the Plan. The Plan Administrator may, at any time, modify, amend or terminate this Plan and Awards granted under this Plan, including, without limitation, such |
modifications or amendments as are necessary to maintain compliance with applicable statutes, rules or regulations; provided however, that (a) any material amendment to this Plan shall require stockholder approval and (b) no such modification, amendment or termination shall deprive any Optionee of any rights with respect to any Option then outstanding. For these purposes, a material amendment would include, but not be limited to, the following: (1) any material increase in the number of shares to be issued under the Plan (other than to reflect a reorganization, stock split, merger, spinoff or similar transaction); (2) any material increase in benefits to participants, including any material change to: (i) permit a Re-Pricing (or decrease in exercise price) of outstanding Options, (ii) reduce the price at which Shares or Options to purchase Shares may be offered, or (iii) extent the duration of the Plan; (3) any material expansion of the class of Participants eligible to participate in the Plan; and (4) any expansion in the types of Options or awards provided under the Plan. Without limiting the generality of the foregoing, the Plan Administrator may modify grants to persons who are eligible to receive Options under this Plan who are foreign nationals or employed outside Canada or the United States to recognize differences in local law, tax policy or custom. |
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SEE REVERSE SIDE |
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The proxyholder is instructed to vote as follows: |
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The election of each of the nominees for the |
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To appoint Deloitte & Touche LLP as the auditors of NovAtel; and |
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To approve the 2007 NovAtel Inc. Stock Incentive Plan. |
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or WITHHOLD FROM VOTING FOR the following nominee(s): |
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The undersigned hereby confers sole authority on the proxyholder to act at the Annual Meeting for and on behalf of and in the name of the undersigned and to cast the number of votes that the undersigned would be entitled to cast if personally present at the Annual Meeting, the undersigned hereby ratifying and confirming and agreeing to ratify and confirm all that the proxyholder may lawfully do by virtue hereof with respect to the resolutions referred to above. |
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The undersigned hereby revokes any proxy previously given in respect of the Annual Meeting. |
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Print Name Clearly |
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Signature |
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Dated: |
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, 2007 |
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The signature should correspond exactly with the name appearing on the certificate evidencing your Common Shares. If more than one name appears, all should sign. Joint owners should each sign personally. |
SHAREHOLDERS ARE URGED TO MARK, DATE, SIGN AND RETURN THIS
PROXY PROMPTLY IN THE ENVELOPE PROVIDED, WHICH
REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES OR CANADA.
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NOTES |
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1. |
A shareholder has the right to appoint a person other than the persons designated in the above form of proxy to attend, act and vote for him on his behalf at the Annual Meeting. To exercise such right the shareholder may strike out the names of the specified persons and insert the name of the shareholders desired proxyholder in the blank space provided or may complete another appropriate proxy and, in either case, should deliver the completed proxy to the Company before the time of the Annual Meeting. Any shareholder signing a proxy in the form accompanying this proxy statement has the power to revoke it at any time insofar as it has not been exercised by depositing a duly exercised instrument in writing revoking the proxy either at the Companys office at any time up to and including the last business day preceding the day of the Annual Meeting or any adjournment thereof at which the proxy is to be used or with the Chairman of the Annual Meeting on the day of the Annual Meeting or any adjournment thereof or in any other manner permitted by law. |
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2. |
The instrument of proxy will not be valid unless it is dated and signed by the shareholder or by his attorney duly authorized by him in writing, or, in the case of a corporation, is executed by an officer or officers or attorney for the corporation. If the instrument of proxy is executed by an attorney for an individual shareholder or joint shareholders or by an attorney for an individual shareholder or joint shareholders or by an officer or officers or attorney of a corporate shareholder, the instrument so empowering the officer or officers or the attorney, as the case may be, or a notarial copy thereof, should accompany the proxy instrument. |
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3. |
The instrument of proxy to be effective must be deposited with Mellon Investor Services LLC, Proxy Processing, PO Box 1680, Manchester, CT 06045-9986, not less than forty-eight (48) hours (excluding Saturdays, Sundays and holidays) before the time set for the Annual Meeting. Internet and Telephone voting is available through 11:59 PM Eastern Time the day prior to the meeting day. |
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4. |
If this proxy is not dated in the space provided, it is deemed to bear the date on which it was mailed by the Company. |
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NOVATEL INC. |
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The undersigned holder of Common Shares hereby appoints Jonathan W. Ladd, President and Chief Executive Officer, or failing him, Werner Gartner, Executive Vice President and Chief Financial Officer, or either of them, or instead of either of the foregoing, _____________________________________, as proxyholder, with full power of substitution, to attend, to act and to vote all Common Shares in the capital of the Corporation owned by the undersigned at the Annual and Special Meeting of Shareholders of the Company (the Annual Meeting) to be held at the Companys offices, 1120 68th Avenue NE, Calgary, Alberta, Canada, on Thursday, July 26, 2007, commencing at 1:00 p.m. (local time), and any adjournment thereof and at every poll which may take place in consequence thereof upon the matters which may come before the Annual Meeting. |
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This proxy is solicited by or on behalf of the Board of Directors and the management of the Company. The Common Shares represented by this proxy will be voted for or against, or voted or withheld from voting on any motion by ballot or otherwise in accordance with any indicated instructions. If no direction is indicated, the votes represented by this proxy will be voted FOR the resolutions set out on the reverse side. If no direction is indicated and a person other than the persons specified in the preceding paragraph is appointed as proxyholder, then votes represented by this proxy will be voted at the discretion of the proxyholder appointed. |
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(Continued and to be signed on reverse side) |
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Address Change/Comments (Mark the corresponding box on the reverse side) |
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