-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fcp/1nddkHtSTUBe/o7OWSBMQ/j5J6guWEzKUT2BZPjEaEJUsZ4U65TuFFWDux+5 MYv9LIYW4S27hTlFt9JR1A== 0000310354-97-000002.txt : 19970221 0000310354-97-000002.hdr.sgml : 19970221 ACCESSION NUMBER: 0000310354-97-000002 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970211 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: STANDEX INTERNATIONAL CORP/DE/ CENTRAL INDEX KEY: 0000310354 STANDARD INDUSTRIAL CLASSIFICATION: REFRIGERATION & SERVICE INDUSTRY MACHINERY [3580] IRS NUMBER: 310596149 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-07233 FILM NUMBER: 97524049 BUSINESS ADDRESS: STREET 1: 6 MANOR PKWY CITY: SALEM STATE: NH ZIP: 03079 BUSINESS PHONE: 6038939701 10-Q 1 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarter Ended December 31, 1996 Commission File Number 1-7233 STANDEX INTERNATIONAL CORPORATION (Exact name of Registrant as specified in its Charter) DELAWARE 31-0596149 (State of incorporation) (I.R.S. Employer Identification No.) 6 MANOR PARKWAY, SALEM, NEW HAMPSHIRE 03079 (Address of principal executive offices) (Zip Code) (603) 893-9701 (Registrant's telephone number, including area code) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO The number of shares of Registrant's Common Stock outstanding on December 31, 1996 was 13,371,965. STANDEX INTERNATIONAL CORPORATION I N D E X Page No. PART I. FINANCIAL INFORMATION: Statements of Consolidated Income for the Three and Six Months Ended December 31, 1996 and 1995 . . . . . . . . . . . . . . . . . 2 Consolidated Balance Sheet, December 31, 1996 and June 30, 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Statement of Changes in Consolidated Cash Flows for the Six Months Ended December 31, 1996 and 1995. . . . . . . 4 Notes to Financial Information . . . . . . . . . . . . . . . . . . 5 Management's Discussion and Analysis . . . . . . . . . . . . . . . 6-8 PART II. OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . 9 Form 10-Q PART I. FINANCIAL INFORMATION STANDEX INTERNATIONAL CORPORATION Statement of Consolidated Income (000 Omitted)
Three Months Ended Six Months Ended December 31 December 31 1996 1995 1996 1995 Net Sales $152,315 $154,101 $292,514 $296,336 Cost of Products Sold 100,108 102,675 195,687 197,624 Gross Profit Margin 52,207 51,426 96,827 98,712 Selling, General & Admini- strative Expenses 37,153 34,872 67,395 65,191 Income from Operations 15,054 16,554 29,432 33,521 Other Income/(Expense): Interest Expense (2,213) (2,513) (4,336) (4,696) Interest Income 82 120 154 242 Other Income/(Expense) - net (2,131) (2,393) (4,182) (4,454) Income Before Income Taxes 12,923 14,161 25,250 29,067 Provision for Income Taxes 4,796 4,984 9,581 10,580 Net Income $ 8,127 $ 9,177 $ 15,669 $ 18,487 Earnings Per Share $ .60 $ .65 $ 1.16 $ 1.31 Cash Dividends per Share $ .19 $ .18 $ .37 $ .35
STANDEX INTERNATIONAL CORPORATION Consolidated Balance Sheet (000 Omitted)
December 31 June 30 1996 1996 ASSETS CURRENT ASSETS: Cash $ 8,642 $ 5,147 Receivables, net of allowance for doubtful accounts 85,642 88,567 Inventories (approximately 45% finished goods, 20% work in process, and 35% raw materials and supplies) 110,557 109,720 Prepaid expenses 7,683 3,958 Total current assets 212,524 207,392 PROPERTY, PLANT AND EQUIPMENT 225,343 217,478 Less accumulated depreciation 137,304 130,862 Total property, plant and equipment 88,039 86,616 OTHER ASSETS: Prepaid pension cost 22,546 20,744 Goodwill, net 15,491 14,656 Other 8,378 5,925 Total other assets 46,415 41,325 TOTAL $346,978 $335,333 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Notes payable and current portion of long-term debt $ 1,942 $ 5,287 Accounts payable 31,229 29,202 Income taxes 4,978 1,567 Accrued expenses 30,983 32,476 Total current liabilities 69,132 68,532 LONG-TERM DEBT (less current portion included above) 116,246 113,822 DEFERRED INCOME TAXES AND OTHER LIABILITIES 16,650 18,288 STOCKHOLDERS' EQUITY: Common stock 41,976 41,976 Paid-in capital 5,125 3,378 Retained earnings 307,703 296,991 Cumulative translation adjustment 1,637 (572) Less cost of treasury shares (211,491) (207,082) Total stockholders' equity 144,950 134,691 TOTAL $346,978 $335,333
STANDEX INTERNATIONAL CORPORATION Statement of Consolidated Cash Flows (000 Omitted)
Six Months Ended December 31 1996 1995 Cash Flows from Operating Activities: Net income $ 15,669 $ 18,487 Depreciation and amortization 6,435 6,059 Net changes in assets and liabilities (3,588) (6,685) Net Cash Provided by Operating Activities 18,516 17,861 Cash Flows from Investing Activities: Expenditures for property and equipment (6,797) (8,764) Other 133 86 Net Cash Used for Investing Activities (6,664) (8,678) Cash Flows from Financing Activities: Proceeds from additional borrowings 2,744 50,000 Net payments of debt (3,665) (51,846) Cash dividends paid (4,958) (4,886) Purchase of treasury stock (6,399) (7,721) Other, net 3,738 1,566 Net Cash Used for Financing Activities (8,540) (12,887) Effect of Exchange Rate Changes on Cash 183 112 Net Change in Cash and Cash Equivalents 3,495 (3,592) Cash and Cash Equivalents at Beginning of Year 5,147 9,543 Cash and Cash Equivalents at December 31 $ 8,642 $ 5,951 Supplemental Disclosure of Cash Flow Information: Cash paid during the six months for: Interest $ 4,348 $ 4,069 Income taxes $ 7,770 $ 10,544
NOTES TO FINANCIAL INFORMATION 1. Management Statement The financial statements as reported in Form 10-Q reflect all adjustments (including those of a normal recurring nature) which are, in the opinion of management, necessary to a fair statement of results for the three and six months ended December 31, 1996 and 1995. 2. Per Share Calculation Shares (in thousands) used in per share data are as follows: December 31 1996 1995 Earnings 13,563 14,164 Cash Dividends 13,399 13,960 Earnings per share have been computed according to generally accepted accounting principles. Cash dividends per share have been computed based on the shares outstanding at the time the dividends were paid. 3. Contingencies The Company is a party to various claims and legal proceedings related to environmental and other matters generally incidental to its business. Management has evaluated each matter based, in part, upon the advice of its independent environmental consultants and in-house counsel and has recorded an appropriate provision for the resolution of such matters in accordance with Statement of Financial Accounting Standards No. 5, "Accounting for Contingencies." Management believes that such provision is sufficient to cover any future payments, including legal costs, under such proceedings. STANDEX INTERNATIONAL CORPORATION Management's Discussion and Analysis of Financial Condition and Results of Operations MATERIAL CHANGES IN FINANCIAL CONDITION During the six months ended December 31, 1996, net operating cash flows of $18.5 million were used to purchase $6.4 million of the Company's Common Stock, invest $6.8 million in plant and equipment and pay out $5.0 million of cash dividends to the Company's shareholders. During the first quarter of fiscal 1997, the Company acquired certain assets of two companies: The Vidalia Onion Store and Salsa Express. In the second quarter, the Company acquired 100% of the Common Stock of Fellowship Bookstores. These purchases were primarily financed from operating cash flows and from the issuance of Standex stock. Aggregate annual net sales for these three acquisitions are approximately $9.1 million. The Company intends to continue its policy of using its funds to acquire property, plant and equipment, pay dividends, purchase its Common Stock and make acquisitions when conditions are favorable. In March 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 121, "Accounting for the Impairment of Long-Lived Assets to be Disposed of." The Company has evaluated this standard and determined that it will not materially affect the Company's financial condition or operating results. In October 1995, the Financial Accounting Standards Board issued SFAS No. 123, "Accounting for Stock-Based Compensation." This standard requires expanded disclosure of stock-based compensation arrangements with employees and encourages (but does not require) that such compensation costs be measured based on the fair value of stock options awarded. The Company is required to adopt this standard during fiscal year 1997. The Company does not intend to adopt that portion of the standard which is voluntary, but rather will continue the application of APB Opinion No. 25, since management has determined that the latter provides the more accurate presentation of costs associated with stock based compensation awards to employees. As a result, compliance with this standard will have no impact on the Company's 1997 financial statements, other than the required additional footnote disclosure of the proforma effect of SFAS No. 123 on net income and earnings per share. OPERATIONS Quarter Ended December 31, 1996 as compared to the Quarter Ended December 31, 1995 Net Sales for the quarter ended December 31, 1996 were the second highest quarterly sales in the Company's history. As compared to the same quarter of fiscal 1996, Net Sales declined $1.8 million. Management believes the majority of the fluctuations in Net Sales reported by each segment are primarily due to changes in unit volumes. In addition, although changes in the average foreign exchange rates from December 31, 1995 to December 31, 1996 have had a negative impact on Net Sales for the quarter, the total effect was not significant. Growth in Net Sales of $1.5 million was reported by the Graphics/Mail Order segment due to increased demand and acquisitions made during fiscal 1997. This sales growth was offset by a slight decrease in Net Sales reported by the Institutional segment and a $2.5 million reduction in Net Sales reported by the Industrial segment. The Industrial segment's decline in Net Sales was due to slowness within the economy reported by its European operations and the disposition of a product line at the end of fiscal 1996. The Gross Profit Margin Percentage increased from 33.4% reported for the second quarter of fiscal 1996 to 34.3% for the three months ended December 31, 1996. The Institutional and Industrial segments reported minor changes in the Gross Profit Margin Percentages, neither of which was individually significant. However, the Graphics/Mail Order segment reported a 2.2% increase in the Gross Profit Margin Percentage due to the growth in Net Sales reported above and the mix of products sold. Selling, General and Administrative Expenses (SG&A) rose $2.3 million for the three months ended December 31, 1996 to represent 24.4% of Net Sales versus 22.6% of Net Sales for the same period of the prior year. The Institutional and Industrial segments reported slight increases in SG&A, neither of which was individually significant. However, SG&A rose $1.4 million for the Graphics/Mail Order segment due to the marketing efforts required to support this segment's growth in Net Sales and new business acquisitions. Interest Expense decreased 11.9%, or $300,000, as compared to the second quarter of fiscal 1996 due mainly to lower interest rates than those experienced during the same period of the prior year. The above factors resulted in a $1.2 million decline in Income Before Income Taxes as compared to the same period of the prior year. The effective tax rate for the quarter ended December 31, 1996 increased from 35.2% for the same period of the prior year to 37.1% due mainly to reduced availability of foreign tax credits. Net Income for the second quarter of fiscal 1997 decreased $1.0 million, or 11.4%, from the same quarter last year due to the factors described above. Six Months Ended December 31, 1996 as compared to the Six Months Ended December 31, 1995 Net Sales for the six months ended December 31, 1996 dropped $3.8 million as compared to the same period of the prior year. As indicated in the discussion of quarterly results, management believes that the majority of the fluctuations in Net Sales reported by each segment are primarily due to changes in unit volumes. Also, the effect of changes in average foreign exchange rates on operating results was not significant. For the six months ended December 31, 1996, the Graphics/Mail Order segment reported a $2.3 million increase in Net Sales for the reasons described in the above discussion of quarterly results. The Institutional segment reported a decline in Net Sales of $3.3 million primarily due to softness in the food service sector and a decrease in demand for certain seasonal products. The Industrial segment registered a $2.8 million decline in Net Sales for the same reasons described in the analysis of results for the second quarter. The Gross Profit Margin Percentage for the six month period declined modestly from 33.3% for the same period of fiscal 1996 to 33.1% for the six months ended December 31, 1996. The Graphics/Mail Order segment reported a 1.4% increase in the Gross Profit Margin Percentage for the same reasons described in the discussion of quarterly results. The Institutional and Industrial segments reported declines in the Gross Profit Margin Percentages of 1.2% and 1%, respectively, due primarily to reduced sales volumes and competitive pressures on pricing. Selling, General and Administrative Expenses (SG&A) rose $2.2 million to represent 23% of Net Sales for the six months ended December 31, 1996 as compared to 22% of Net Sales for the same period of fiscal 1996. SG&A for the Graphics/Mail Order segment rose $1.9 million for the same reasons described within the discussion of results for the second quarter. The Institutional and Industrial segments reported minor increases and decreases in SG&A, neither of which was individually significant. Interest Expense declined 7.7%, or $360,000, for the six months ended December 31, 1996 due to lower interest rates than those experienced in the same period of the prior fiscal year. During the six months ended December 31, 1996, Income Before Income Taxes decreased $3.8 million for the reasons described above. The effective tax rate rose from 36.4% for the same period of the prior year to 37.9% for the six months ended December 31, 1996 for the same reasons discussed in the analysis of results for the second quarter. Due to the factors described above, Net Income for the six months ended December 31, 1996 decreased $2.8 million, or 15.2%, from the same period of the prior year. PART II. OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Annual Meeting of Shareholders of the Company was held on October 29, 1996. Two matters were voted upon at the meeting: the election of directors and the approval of the appointment of independent auditors of the Company. The name of each director elected at the meeting and the number of votes cast as to each matter are as follows: Proposal 1 (Election of Directors) Nominee For Withheld John Bolten, Jr. 10,773,066 680,275 David R. Crichton 11,251,862 201,479 Samuel S. Dennis 3d 11,259,461 193,879 Daniel B. Hogan, Ph.D. 11,299,957 153,384 Proposal 2 (Appointment of Auditors) For Against Abstain 11,364,585 53,656 35,100 ITEM 6. Exhibits and Reports on Form 8-K (a) Exhibits 10. (i) Standex International Corporation Executive Security Program as amended and restated on October 29, 1996. (l) Standex International Corporation Executive Life Insurance Plan as amended and restated on October 29, 1996. 27. Financial Data Schedule (b) Reports on Form 8-K The Company filed no reports on Form 8-K with the Securities and Exchange Commission during the quarter ended December 31, 1996. ALL OTHER ITEMS ARE INAPPLICABLE Form 10-Q STANDEX INTERNATIONAL CORPORATION S I G N A T U R E S 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. STANDEX INTERNATIONAL CORPORATION Date: February 11, 1997 /s/ Robert R. Kettinger Robert R. Kettinger Corporate Controller Date: February 11, 1997 /s/ Lindsay M. Sedwick Lindsay M. Sedwick Sr. Vice President of Finance/CFO EX-27 2
5 6-MOS JUN-30-1997 DEC-31-1996 8,642 0 88,637 2,995 110,557 212,524 225,343 137,304 346,978 69,132 116,246 0 0 41,976 102,974 346,978 292,514 292,668 195,687 195,687 0 0 4,336 25,250 9,581 15,669 0 0 0 15,669 1.16 1.16
EX-10 3 EXHIBIT 10(i) Rev. 10/28/96 STANDEX INTERNATIONAL CORPORATION EXECUTIVE SECURITY PROGRAM STANDEX INTERNATIONAL CORPORATION EXECUTIVE SECURITY PROGRAM WHEREAS, STANDEX INTERNATIONAL CORPORATION, a Delaware corporation with its executive offices at 6 Manor Parkway, Salem, New Hampshire 03079 (hereinafter referred to as the "Corporation") is desirous of assisting certain key executives in saving for their retirement and in providing benefits to their families in the event of death; WHEREAS, the executives have unique and outstanding abilities and have performed their duties in a capable and efficient manner; and WHEREAS, the Corporation desires to retain the services of the executives; NOW, THEREFORE, the following program of benefits is hereby established for certain executives of the Corporation: 1. DEFINITIONS The following words and phrases are used in the Program and shall have the meanings set forth in this Section unless a different meaning is clearly required by the context: 1.01 "Age" shall mean age at nearest birthday. 1.02 "Annual Earnings" shall mean all earnings and/or net commissions of the Executive from the Corporation paid or made available which are reportable for Federal income tax purposes on Form W-2, or its successor, but not including, any reimbursement for expenses, or any income attributable to any of the following: (i) payment made by the Corporation in connection with a relocation; (ii) premiums paid by the Corporation for life insurance coverage from the Corporation; (iii) the exercise of any stock appreciation rights; (iv) the exercise of any stock option; (v) interest on a home purchase loan; (vi) the use of any Corporation-leased automobile. 1.03 "Beneficiary" shall mean any individual(s) or legal entity designated by an Executive to receive any benefit arising under this Program upon the death of such Executive. 1.04 "Change of Control" shall mean the purchase or other acquisition by any person, entity or group of persons, within the meaning of section 13(d) or 14(d) of the Securities Exchange Act of 1934 (the "Act"), or any comparable successor provisions, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Act) of 20 percent or more of either the outstanding shares of common stock or the combined voting power of the Corporation's then outstanding voting securities entitled to vote generally, or the approval by the stockholders of the Corporation of a reorganization, merger, or consolidation, in each case, with respect to which persons who were stockholders of the Corporation immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than 50 percent of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated Corporation's then outstanding securities, or during any period of twelve consecutive calendar months, individuals, who were directors of the Corporation on the first day of such period shall cease to constitute a majority of the Board of Directors of the Corporation, or a liquidation or dissolution of the Corporation or of the sale of all or substantially all of the Corporation's assets. 1.05 "Effective Date" shall mean January 1, 1982. 1.06 "Executive" shall mean any person who was either a Division President or Senior Corporate officer of the Corporation on the Effective Date or was an Executive Vice President of the Corporation on September 1, 1989 and who serves the Corporation in one of these capacities up to his date of retirement or death. 1.07 "Fiduciary" shall mean and include the Corporation and any other entity or person who: (a) exercises any discretionary authority or exercises any authority or control respecting management or disposition of assets under this Program; (b) renders investment advice for a fee or other compensation, direct or indirect, with respect to any monies or other property which is an asset under this Program, or has any authority or responsibility to do so; or (c) is described as a "Fiduciary" in Section 3(14) or (21) of the Employee Retirement Income Security Act of 1974 or is designated to carry out Fiduciary responsibilities pursuant to this Program. 1.08 "Program" shall mean this Executive Security Program and the benefits for Executives provided hereunder. 1.09 "Trust" shall mean any trust which is the owner of one (or more) life insurance contracts on the life of an Executive, which contract(s) originally was purchased by the Corporation. 2. PRE-RETIREMENT_BENEFITS In the event of the death of an Executive while employed by the Corporation, the Beneficiary shall be entitled to receive a death benefit which is calculated by multiplying the Annual Earnings of the Executive by a Death Benefit Factor derived from the following schedule: Age of Death Executive Benefit at Death Factor Less than 45 years 4.5 45 to 49 years 4.0 50 to 54 years 3.5 55 and over years 3.0 The Annual Earnings of the Executive used in the above calculation shall depend on whether the Executive's date of death occurs before March 1st of any calendar year or on or after March 1st. If the date of death is before March 1st in any calendar year, the Annual Earnings used in the calculation shall be the Annual Earnings of the calendar year in which falls the day which is exactly two years prior to the date of death. If the date of death is on or after March 1st in any calendar year, the Annual Earnings shall be those of the immediately preceding calendar year. Such pre-retirement death benefit shall be payable pursuant to a life insurance contract maintained by the Corporation or a Trust, only if and to the extent that the life insurance contract provides for such payment, and any balance of the pre-retirement death benefit shall be payable directly by the Corporation and not pursuant to the life insurance contract. 3. POST-RETIREMENT BENEFITS In the event that the Executive's employment with the Corporation shall terminate by reason of his retirement as defined in Section 4 hereof, the post-retirement death benefit payable to the Beneficiary in the event of the Executive's subsequent death shall be an amount equal to three times the Executive's Annual Earnings in either the calendar year in which he retires or in the immediately preceding calendar year (whichever year results in the greater Annual Earnings). The post-retirement death benefit shall be payable pursuant to the life insurance contract only to the extent that the life insurance contract provides for such payment. The balance of the post-retirement death benefit shall be payable directly by the Corporation and not pursuant to the life insurance contract. The Corporation in its sole and absolute discretion may determine that, in lieu of the post-retirement death benefit set forth in the immediately preceding two paragraphs, the Executive shall receive supplemental retirement income payable to the Executive in 120 equal monthly installments commencing within 30 days after the Executive begins to receive his pension under the Standex Retirement Plan. The total amount of such retirement income shall equal the post-retirement death benefit without discount to present value. The amount of each monthly installment shall be the post-retirement death benefit divided by 120. In the event of the Executive's death while receiving such supplemental retirement income, any unpaid monthly payments shall be paid to the Beneficiary from the Corporation or Trust in an undiscounted lump sum, if the Beneficiary shall have survived the Executive. If the Beneficiary shall not have survived the Executive, any unpaid monthly payments shall be paid in an undiscounted lump sum to the estate of the Executive. 4. RETIREMENT For purposes of this Program, the date of retirement shall mean the date an Executive has terminated employment with the Corporation such that, under the Standex International Corporation Retirement Plan, he is considered as retired and receiving a pension. In addition, for purposes of this Program, an Employee shall be deemed to have retired on the date of a Change of Control of the Corporation when within six months of the Change of Control the Executive chooses to terminate his employment because of: (i) a change in the Executive's general area of responsibility, title or place of employment; or (ii) the Executive's salary or benefits are lessened or diminished. 5. DISTRIBUTION OF BENEFIT UPON A CHANGE OF CONTROL. Upon a Change of Control of the Corporation, the Corporation must pay within 5 calendar days, directly or indirectly to the Insurer the maximum amount the Insurer will accept as premium payments on the Policy existing on the Participant's life. If the Corporation, in its reasonable discretion determines that more funding is likely to be necessary to pay the anticipated premiums on the Policy than the Insurer will accept at that time, then these additional sums will be paid by the Corporation into any trust which is the owner of the Policy and exists at the relevant time. The Trustee of the trust shall hold these additional sums and invest them and pay from them to the Insurer annually or more often, in the Trustee's discretion. 6. OFFSET FOR OBLIGATIONS TO CORPORATION. If, at such time as the Participant becomes entitled to receive Supplemental Retirement Income Benefit payments pursuant to this Article 4, the Participant has any debt, obligation or other liability representing an amount due and owing to the Corporation, the Corporation may offset the amount owed it against the amount of benefits otherwise distributable hereunder. 7. LIFE INSURANCE The Corporation or a Trust shall pay all premiums for the life insurance contract mentioned in Sections 2 and 3 hereof. The Corporation may, in its sole discretion, purchase and be the owner of permanent insurance policies on the life of an Executive. Any proceeds payable pursuant to such corporate-owned insurance policies shall be payable to the Corporation. By accepting this Program, the Executive agrees to take any action required to enable the Corporation to purchase and maintain such insurance. 8. NON-SECURED_PROMISE Any asset or investment held by the Corporation or a Trust in connection with the liabilities assumed by the Corporation it hereunder shall be a general asset of the Corporation, and shall not be pledged for the payment or to secure any obligation of the Corporation, and the promise to pay any benefit hereunder is a non-secured, general liability of the Corporation. This Plan is intended to be unfunded both for income tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974. 9. ASSIGNMENT No Executive nor any Beneficiary shall have any right to commute, sell, assign, transfer, pledge or hypothecate or otherwise convey the right to receive any payment hereunder (whether by operation of law or otherwise) nor shall any such rights be subject to execution, attachment or similar process. Such payments and the right thereto are expressly declared to be non-assignable and non-transferable. Any such attempted assignment, transfer, levy of any attachment or similar process shall have no effect or validity. 10. INDEPENDENCE OF PROGRAM The benefits provided under this Program shall be independent of, and in addition to, any other benefits provided by the Corporation or any compensation payable by the Corporation to the Executive. This Program shall not be deemed to constitute a contract for services between the Corporation and any Executive, nor shall any provision hereof restrict the right of the Corporation to discharge an Executive or restrict the right of an Executive to terminate his services. 11. NO VESTING OF BENEFITS All benefits and all rights of each Executive covered under this Program shall terminate in the event that the Executive's employment with the Corporation shall terminate for any reason other than death or retirement as provided in Section 4. 12. RELATED TRUST(S). If any Trust exists, the Trust itself and the administration of all assets held by the Trust shall be consistent with the terms of the model trust provided in Internal Revenue Service Revenue Procedure 92-64. 13. WRITTEN MATERIALS. Unless the Participant advises the Corporation in writing that he does not want such material, the Corporation must give a copy of all written materials received regarding the Policy on the Participant's life to the Participant within thirty (30) days of the Corporation's receipt of such material. 14. MODIFICATION OR REVOCATION OF PROGRAM The Corporation reserves the right to modify or revoke this Program in whole or in part at any time, provided that no such modification or revocation shall reduce or terminate any pre-retirement benefits or post-retirement benefits to an Executive or his Beneficiary. 15. NAMED FIDUCIARY 15.01 THOMAS H. DEWITT, is hereby designated as the Named Fiduciary of the Program, in accordance with the Employee Retirement Income Security Act of 1974 (ERISA), and shall serve in such capacity until resignation or removal by the Board of Directors of the Corporation and appointment of a successor by duly adopted resolution of the Board. 15.02 The Named Fiduciary shall have the authority to control and manage the operation and administration of the Program. However, the Named Fiduciary may in his discretion allocate his responsibilities for the operation and administration of the Program, including the designation of persons who are not Named Fiduciaries to carry out fiduciary responsibilities. The Named Fiduciary shall effect such allocation of his responsibilities by delivering to the Corporation a written instrument signed by him that specifies the nature and extent of the responsibilities allocated, including, if appropriate, the persons, not Named Fiduciaries, who are designated to carry out fiduciary responsibilities under the Program. 15.03 The Named Fiduciary designated or appointed under the terms of Paragraph 15.01 above, is hereby designated as the Plan Administrator of the Program. 16. CLAIMS PROCEDURE The following Claims Procedure shall control the determination of benefit payments under this Program: 16.01 Filing of a Claim for Benefits If the Executive or his Beneficiary believes he is entitled to receive benefits under the Program, he must submit a written claim for benefits, on a form supplied by said Fiduciary, to the Named Fiduciary. The Named Fiduciary's independent decision on the claimant's claim for benefits shall be determinative of whether or not the Executive or his Beneficiary shall be entitled to receive benefits under this Program. 16.02 Denial of Claim A claim for benefits under the Program will be denied if the Named Fiduciary determines that the claimant is not entitled to receive benefits under the Program. Notice of a denial shall be furnished to the claimant within a reasonable period of time after receipt of the claim for benefits by the Named Fiduciary. 16.03 Content of Notice The Named Fiduciary shall provide to every claimant who is denied a claim for benefits written notice setting forth, in a manner reasonably calculated to be understood by the claimant, the following: (i) The specific reason or reasons for the denial; (ii) Specific reference to pertinent Program provisions on which the denial is based; (iii) A description of any additional material or information necessary to the claimant to perfect the claim, and an explanation of why such material or information is necessary; and (iv) An explanation of the Program's Claim Review Procedure as set forth below. 16.04 Review Procedure The purpose of this Review Procedure is to provide a method by which a claimant may have a reasonable opportunity to appeal a denial of a claim to the Named Fiduciary for a full and fair review. To accomplish that purpose, the claimant or his duly authorized representative: (i) May request a review upon written application to the Named Fiduciary; (ii) May review pertinent Program documents; and (iii) May submit issues and comments in writing. A claimant (or his duly authorized representative) shall request a review by filing a written application for review with the Named Fiduciary at any time within 60 days after receipt by the claimant of written notice of the denial of his claim. 16.05 Decision on Review A decision on review of a denied claim shall be made in the following manner: (i) The decision on review shall be made by the Salary and Employee Benefits Committee of the Board of Directors of the Corporation, which may in its discretion hold a hearing on the denied claim. Such decision shall be made promptly, and not later than 60 days after receipt of the request for review, unless special circumstances (such as the determination to hold a hearing) make an extension of time for processing helpful, in which case a decision shall be rendered as soon as possible, but not later than 120 days after receipt of the request for review. (ii) The decision on review shall be in writing and shall include specific reasons for the decision, written in a manner reasonably calculated to be understood by the claimant, and specific references to the pertinent Program provisions upon which the decision is based. 17. MISCELLANEOUS The singular where used in this Program shall include the plural and vice versa, wherever the context so requires. Any provision in the masculine gender shall be defined where appropriate to include the feminine or neuter gender. 18. GOVERNING LAW It is the intention of the parties that this Program and the performance of the parties hereunder and all suits and special proceedings hereunder be construed in accordance with and under and pursuant to the laws of the State of New Hampshire and that in any action, special proceeding or other proceeding that may be brought arising out of, in connection with, or by reason of this Program, the laws of such State shall be applicable and shall govern to the exclusion of the law of any other forum, without regard to the jurisdiction in which any action or special proceeding may be instituted. If any provision of this Program shall be held invalid or illegal for any reason, such determination shall not affect the remaining provisions of this Program, and it shall be construed as if said invalid or illegal provision had never been included. EX-10 4 Exhibit 10(l) Revised: 10/28/96 STANDEX INTERNATIONAL CORPORATION EXECUTIVE LIFE INSURANCE PLAN STANDEX INTERNATIONAL CORPORATION EXECUTIVE LIFE INSURANCE PLAN This Executive Life Insurance Plan (the "Plan") is adopted as of the 8th day of June, 1994 (the "Effective Date") by Standex International Corporation, a Delaware corporation, with executive offices at 6 Manor Parkway, Salem, New Hampshire 03079 (the "Company"). ARTICLE 1 Purpose The purpose of the Plan is to provide a life insurance benefit and, in certain instances, a supplemental retirement benefit in lieu of the life insurance benefit to certain Employees of the Company in order to encourage such Employees to continue their employment and to induce desirable persons to enter into the Company's employ in the future. ARTICLE 2 Definitions Except as otherwise provided, the following terms shall have the definitions indicated in this Article 2 whenever used in this Plan with initial capital letters: "Beneficiary" means the person or persons designated on the Designation of Beneficiary Form (attached hereto as Exhibit B) as the recipient of a death benefit. "Change of Control" means the purchase or other acquisition by any person, entity or group of persons, within the meaning of section 13(d) or 14(d) of the Securities Exchange Act of 1934 (the "Act"), or any comparable successor provisions, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Act) of 20 percent or more of either the outstanding shares of common stock or the combined voting power of the Company's then outstanding voting securities entitled to vote generally, or the approval by the stockholders of the Company of a reorganization, merger, or consolidation, in each case, with respect to which persons who were stockholders of the Company immediately prior to such reorganization, merger or consolidation do not, immediately thereafter, own more than 50 percent of the combined voting power entitled to vote generally in the election of directors of the reorganized, merged or consolidated Company's then outstanding securities, or during any period of twelve consecutive calendar months, individuals, who were directors of the Company on the first day of such period shall cease to constitute a majority of the Board of Directors of the Company, or a liquidation or dissolution of the Company or of the sale of all or substantially all of the Company's assets. "Compensation" means all earnings and/or net commissions of a Participant from the Company paid or made available with respect to a calendar year which are reportable for federal income tax purposes on Form W-2 (or its successor), but not including, any reimbursement for expenses, or any income attributable to: (a) payments made by the Company in connection with a relocation; (b) premiums paid by the Company for life insurance coverage; (c) the exercise of any stock appreciation rights; (d) the exercise of any stock option; (e) interest on a home purchase loan or stock option loan; or (f) the use of any Company-owned or Company-leased automobile. "Eligible Employee" means an Employee who has been designated by the Chief Executive Officer of the Company and approved by the Company's Board of Directors as being eligible to participate in the Plan. "Employee" means any person employed by the Company on a regular, full-time, salaried basis. "Enrollment Agreement" means the written agreement substantially in the form of Exhibit A attached hereto entered into by the Company and an Eligible Employee pursuant to which the Eligible Employee becomes a Participant in the Plan. "Insurer" means such insurance company which the Company may from time to time utilize to provide insurance coverage for certain benefits under the Plan. "Participant" means an Eligible Employee who has filed a completed and executed Enrollment Agreement with the Company, which Enrollment Agreement has been executed by the Company. "Policy" with respect to a particular Participant means any policy or policies of life insurance on that Participant's life acquired by the Company to provide the life insurance benefits under this Plan. "Retire or Retirement" means a situation in which a Participant has terminated employment with the Company such that, under the Standex International Corporation Retirement Plan, he or she is considered as retired and receiving benefits thereunder or about to receive such benefits. "Supplemental Retirement Income Benefit" means the benefit payable to a Participant in accordance with Article 4 of this Plan. ARTICLE 3 Life Insurance Benefit 3.01 Insurance Policy. The Company has purchased or will purchase a Policy from the Insurer with respect to each Participant in this Plan, provided the Participant is able to meet the requirements of the Insurer including, but not limited to physical condition and risk factors. The Company and the Participant agree to take all reasonable actions to cause the Insurer to issue the Policy. 3.02 Ownership of Policy. Except as may otherwise be provided herein, the Company or, in the Company's discretion, the Trustee of a rabbi trust shall be the sole and absolute owner of the Policy, and may exercise any and all ownership rights granted to the owner thereof by the terms of the Policy. 3.03 Payment of Death Benefit Prior to Retirement. (a) Upon the death of a Participant while the Participant is an Employee of the Company the total amount provided as a death benefit under the Policy shall be paid in the following order of priority: (1) All loans against the Policy shall first be repaid; (2) The Company shall, to the extent that the Policy proceeds have not been exhausted, next be paid from the death benefit the total amount of the Policy premiums on such Policy claimed to have been paid by the Company since the Policy was taken out; (3) The Participant's Beneficiary, as provided in the applicable Designation of Beneficiary Form shall, to the extent that the Policy proceeds have not been exhausted, next be paid an amount equal to three times the Participant's Compensation in the calendar year immediately preceding the year in which his or her death occurs; (4) The Participant's beneficiary, as provided in the applicable Designation of Beneficiary Form shall, to the extent the Policy proceeds have not been exhausted, next be paid an amount equal to the economic benefit of the life insurance coverage provided in the policy in accordance with Section 3.06 herein; and (5) The Company shall receive the balance, if any, of the death benefit remaining after the payments provided for above. (b) Notwithstanding any provision to the contrary, in the event that, for any reason whatsoever, no death benefit is payable under the Policy upon the death of the Participant but, in lieu thereof, the Insurer refunds all or any part of the premiums paid for the Policy, the Company and the Participant's Beneficiary shall share such premiums based on the Company's and the Participant's respective cumulative payments toward those premiums. 3.04 Designation of Beneficiary. The Participant may select one or more Beneficiaries to receive the portion of the death benefit specified in Section 3.03(a)(3) by completing the Designation of Beneficiary Form attached hereto as Exhibit B and by delivering the form to the Company. Upon receipt of such form, the Company shall execute and deliver to the Trustee of any relevant rabbi trust and/or to the Insurer a Disposition of Proceeds Endorsement (Exhibit C) with the Beneficiary Designation Form attached. 3.05 Dividends. Any dividend declared on the Policy shall be applied to purchase paid-up additional insurance on the life of the Participant. The Company and the Participant agree that the dividend election provisions of the Policy shall be consistent with this provision. 3.06 Payment of Premiums. On or before the due date of each Policy premium, or within the grace period provided therein, the Company shall, except to the extent premiums are satisfied with borrowings under the Policy, pay the full amount of the premium to the Trustee of any relevant rabbi trust or directly to the Insurer and shall, upon request, promptly furnish the Participant evidence of timely payment of such premium. On or about December 15th in each year prior to Retirement, each Participant will contribute to the cost of maintaining the Policy or Policies on his or her life by paying to the Company an amount equal to the economic benefit (based on the lowest term life insurance rates of the Insurer) of the life insurance coverage provided by the Policy or Policies. On or about December 1st in each year, the Company shall furnish to the Participant a statement estimating the economic benefit of such coverage. 3.07 Continuation of Life Insurance Benefit in Retirement; Vested Amount. A Participant who Retires from employment with the Company shall, to the extent he or she is vested on his or her retirement date, be continued to be covered by the Policy for the balance of his or her life as long as he or she has not begun to receive the Supplemental Retirement Income Benefit specified in Article 4. Upon the death of a Retired Participant the total amount provided as a death benefit under the Policy shall be paid in the order of priority and in the amounts specified in Section 3.03(a), provided, however, that the amount paid under subsection (3) of that Section shall be three times the Participant's Compensation in the calendar year immediately preceding the year in which his or her Retirement occurred multiplied by the applicable percentage from the following table: Number of Full Years of Employment With the Company in the capacity of Division President or Executive Corporate Officer Percentage 5 0 6 20% 7 40% 8 60% 9 80% 10 or more 100% 3.08 Limitation on Benefits. A Participant's benefit and the benefit of any Beneficiary under this Article 3 are subject to such Participant having satisfied any reasonable requirements of the Insurer as to certain conditions, including good health, at the time that the Company applies for new or increased insurance coverage to provide benefits hereunder. The Company shall always use its best efforts to obtain a policy where good health is not a condition or requirement. 3.09 Assignment of Participant's Interest in Insurance. Notwithstanding any provision hereof to the contrary, a Participant shall have the right to absolutely and irrevocably assign by gift all of the Participant's right, title and interest in and to the life insurance death benefits provided under this Article 3. This right shall be exerciseable by the execution and delivery to the Company and to the Trustee of any relevant rabbi trust of a written assignment, in substantially the form attached hereto as Exhibit D. Upon receipt of such written assignment executed by the Participant and duly accepted by the assignee thereof, the Company shall consent thereto in writing, and the Company shall use its best efforts to have the Trustee of any relevant rabbi trust also consent thereto in writing, and shall thereafter treat the Participant's assignee as the sole owner of all of the Participant's right, title and interest in and to the life insurance death benefits provided under this Article 3. Thereafter, the Participant shall have no right, title or interest in and to such death benefits. The Participant's assignment of all of his or her right, title and interest in and to the death benefit shall not reduce or eliminate the Participant's conditional right to receive the Supplemental Retirement Income Benefit under Article 4. 3.10 Termination of Participation in Life Insurance Benefit. The participation of any Participant in the Life Insurance Benefit provided in this Article 3 will be automatically terminated by the occurrence of any of the following: (a) Written notice from the Participant to the Company of a desire to terminate participation in the Plan; (b) Deposit by the Company or Trustee of any relevant rabbi trust of the first payment of the Supplemental Retirement Income Benefit in the U. S. Mails. (c) Termination of the Participant's employment with the Company (other than due to the Participant's death) prior to Retirement; or (d) The removal of the Participant from the position of a Division President or an Executive Corporate Officer of the Company (other than upon death or Retirement). 3.11 Disposition of Policy Upon Termination of Participation. Upon termination of a Participant's participation in the Life Insurance Benefit for any reason listed in Section 3.10, all of the rights of the Participant in or to the Policy or those of his or her assignee, or any of their heirs, assigns or beneficiaries shall be automatically terminated and released. The Company or the Trustee of any relevant rabbi trust may surrender or cancel the Policy for its cash surrender value, or the Company or Trustee it may change the beneficiary designation provisions of the Policy, naming the Company or any other person or entity as revocable beneficiary thereof, or exercise any other ownership rights in and to such Policy. 3.12 Distribution of Benefit upon a Change of Control. Upon a Change of Control of the Company, the Company must pay within 5 calendar days, directly or indirectly to the Insurer the maximum amount the Insurer will accept as premium payments on the Policy existing on the Participant's life. If the Company, in its reasonable discretion determines that more funding is likely to be necessary to pay the anticipated premiums on the Policy than the Insurer will accept at that time, then these additional sums will be paid by the Company into any trust which is the owner of the Policy and exists at the relevant time. The Trustee of the trust shall hold these additional sums and invest them and pay from them to the Insurer annually or more often, in the Trustee's discretion. ARTICLE 4 Supplemental Retirement Income Benefit 4.01 Eligibility for Benefit. If the Participant retires from employment with the Company, the Company in its sole and absolute discretion may determine that, in lieu of coverage under the Life Insurance Benefit, the Participant shall receive the Supplemental Retirement Income Benefit. Notwithstanding any other provision hereof, the Participant's entitlement to receive this Supplemental Retirement Income Benefit shall terminate, without notice, in the event of the death of the Participant prior to the deposit in the U. S. Mails by the Company or the Trustee of any relevant rabbi trust of the first payment of the Supplemental Retirement Income Benefit. 4.02 Form of Benefit Upon Change of Control. Upon a Change of Control the form of benefit to the Participant shall be a Supplemental Retirement Income Benefit. 4.03 Vesting. A Participant's conditional right to receive the Supplemental Retirement Income Benefit at Retirement shall vest 20% per year (up to a maximum of 100%) upon the completion of each full year (consisting of at least 1,000 hours worked) in the capacity of Division President or Executive Corporate Officer of the Company with said vesting commencing upon the completion of the Participant's employment for five full years in such a capacity. This vesting is illustrated in the following table: Number of Full Years of Employment With the Company in the capacity of Division President or Vesting Executive Corporate Officer Percentage 5 0 6 20% 7 40% 8 60% 9 80% 10 or more 100% 4.04 Amount of Benefit. Each monthly Supplemental Retirement Income Benefit payment shall be equal to one-twelfth of thirty percent (30%) of the average of the Participant's Compensation for the three consecutive calendar years of highest Compensation preceding the date on which the Participant Retires and then multiplied by the Participant's vesting percentage (as set forth in the vesting table in Section 4.03) at the time of Retirement. The payments shall be in the form of substantially equal monthly installment payments, for a period of 10 years, commencing within thirty (30) days following the date the Participant Retires from employment with the Company. 4.05 Death Benefit After Commencement of Retirement Benefits. In the event of the Participant's death after the deposit in the U. S. Mails by the Company or the Trustee of any relevant rabbi trust of the first payment of the Supplemental Retirement Income Benefit, but prior to the completion of all such payments due and owing hereunder, 100% of the monthly amount previously paid to the Participant shall be continued to be paid to the Participant's Beneficiary, if any, on a monthly basis, until the earlier of: (i) the expiration of the original 10 year period or (ii) the death of the Beneficiary. If the Participant has no Beneficiary living at the time of the Participant's death, or if a Participant's Beneficiary dies before completion of the 10 years of payments, an undiscounted lump sum will be paid to the Participant's contingent Beneficiary in the amount of all remaining payments which have not been previously paid to the Participant or to the Participant's Beneficiary, if applicable. If the Participant has no contingent Beneficiary and the Beneficiary dies, the remaining payments which have not been previously paid to the Participant or to the Participant's Beneficiary shall be paid to the estate of such Beneficiary. 4.06 Offset for Obligations to Company. If, at such time as the Participant becomes entitled to receive Supplemental Retirement Income Benefit payments pursuant to this Article 4, the Participant has any debt, obligation or other liability representing an amount due and owing to the Company, the Company may offset the amount owed it against the amount of benefits otherwise distributable hereunder. 4.07 No Trust Created. Notwithstanding anything in this Plan, no action taken pursuant to its provisions by either the Company or any Participant shall create, or be construed to create, a trust of any kind, or a fiduciary relationship between the Company and the Participant, his or her spouse or any other person or entity except to the limited extent set forth in Section 5.01 herein. 4.08 Benefits Payable Only From General Corporate Assets; Unsecured General Creditor Status of Participant. Supplemental Retirement Income Benefit payments to the Participant or his or her spouse shall be made from assets which shall continue, for all purposes, to be a part of the general, unrestricted assets of the Company. No persons shall have any interest in any such assets by virtue of the provisions of this Plan. The Company's obligation hereunder shall be an unfunded and unsecured promise to pay money in the future. This Plan is intended to be unfunded both for income tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974. To the extent that any person acquires a right to receive payments from the Company under the provisions of this Plan, such right shall be no greater than the right of any unsecured general creditor of the Company. ARTICLE 5 Plan Administration 5.01 Named Fiduciary, Determination of Benefits, Claims Procedure and Administration. The Company is hereby designated as the named fiduciary under this Plan. The named fiduciary shall have authority to control and manage the operation and administration of this Plan through a plan administrator designated by it, and it shall be responsible for establishing and carrying out a funding policy and method consistent with the objectives of this Plan. The Company shall also have the power to establish, adopt or revise such rules and regulations as it may deem advisable for the administration of the Plan. The interpretation and construction of the Plan by the Company and any action taken thereunder, shall be binding and conclusive upon all parties in interest. No officer, Employee or agent of the Company shall, in any event, be liable to any person for any action taken or omitted to be taken in connection with the interpretation, construction or administration of the Plan, so long as such action or omission to act is made in good faith. An Employee of the Company serving as plan administrator shall be eligible to participate in the Plan while serving as such, but no such Employee shall vote or act upon any matter that relates solely to such Employee's interest in the Plan as a Participant. 5.02 Claim Procedures (a) Claim. A person who believes that he is being denied a benefit to which he is entitled under the Plan (hereinafter referred to as a "Claimant") may file a written request for such benefit with the Company, setting forth his or her claim. The request must be addressed to the CEO of the Company at its then principal executive offices. (b) Claim Decision. Upon receipt of a claim, the CEO shall advise the Claimant that a reply will be forthcoming within 90 days and shall, in fact, deliver such reply within such period. The CEO may, however, extend the reply period for an additional 90 days for reasonable cause. If the claim is denied in whole or in part, the CEO shall issue a written opinion, using language calculated to be understood by the Claimant, setting forth: (i) the specific reason or reasons for such denial; (ii) the specific reference to pertinent provisions of this Plan on which such denial is based; (iii) a description of any additional material or information necessary for the Claimant to perfect his or her claim and an explanation why such material or such information is necessary; and (iv) appropriate information as to the steps to be taken if the Claimant wishes to submit the claim for review. 5.03 Related Trust(s). If any Trust exists, the Trust itself and the administration of all assets held by the Trust shall be consistent with the terms of the model trust provided in Internal Revenue Service Revenue Procedure 92-64. ARTICLE 6 Miscellaneous 6.01 No Contract of Employment. Nothing contained herein shall be construed to be a contract of employment for any period of time, nor as conferring upon a Participant the right to continue in the employ of the Company in any capacity. 6.02 Amendment of Plan. This Plan may be amended by the Company at any time, by delivery of written notice of such amendment to the Participants, provided, however, that no such amendment shall in any material way adversely affect any rights of a Participant, to the extent vested, in the Life Insurance Benefit after Retirement or any rights of a Retired Participant or spouse who is receiving payments under the Supplemental Retirement Income Benefit. 6.03 Conflicting Provisions. In the event of a conflict between the provisions of this Plan and the provisions of any endorsement to a Policy, beneficiary designation or other document related to a Policy, the provisions of this Plan shall prevail. No party shall assert or enforce any right which it may have in a Policy, the beneficiary designation thereunder, or other document which is inconsistent with the rights established by this Plan. 6.04 Notice. Any notice, consent or demand required or permitted to be given under the provisions of this Plan shall be in writing, and shall be signed by the party giving or making the same. If such notice, consent, or demand is mailed to a party hereto, it shall be sent by United States certified mail, postage prepaid, addressed to such party's last known address as shown on the records of the Company. The date of such mailing shall be deemed the date of notice, consent or demand. Either party may change the address to which notice is to be sent by giving notice of the change of address in the manner aforesaid. 6.05 Benefits Not Transferable. Neither the Participant, his or her Beneficiary, nor any other person with a beneficial interest under this Plan shall have any power or right to transfer, assign, anticipate, hypothecate or otherwise encumber any part or all of the amounts payable under Article 3 or Article 4. No such amounts shall be subject to seizure by any creditor, by a proceeding at law or in equity, nor shall such amounts be transferable by operation of law in the event of bankruptcy, insolvency or death of the Participant, his or her Beneficiary, or any other person with a beneficial interest hereunder. Any such attempt at assignment or transfer shall be void. These restrictions on transfer or assignment shall not limit the Participant's right to assign his right, title and interest in the life insurance death benefit provided in Section 3.09. 6.06 Governing Law. This Plan shall be governed by and construed in accordance with the internal laws of the State of New Hampshire. 6.07 Written Materials. Unless the Participant advises the Company in writing that he or she does not want such material, the Company must give a copy of all written materials received regarding the Policy on the Participant's life to the Participant within thirty (30) days of the Company's receipt of such material. IN WITNESS WHEREOF, the Company has executed this Plan, such execution first having been duly authorized by the Salary and Employee Benefits Committee of the Board of Directors of the Company pursuant to a delegation of authority from said Board of Directors. STANDEX INTERNATIONAL CORPORATION By: Title: EXHIBIT A ENROLLMENT AGREEMENT STANDEX INTERNATIONAL CORPORATION EXECUTIVE LIFE INSURANCE PLAN Name of Employee: Social Security No.: I hereby elect to participate in the Executive Life Insurance Plan (the "Plan") of Standex International Corporation (the "Company"), a copy of which I have received and read. By signing this Enrollment Agreement, I agree to be bound by the terms of the Plan. I have designated my beneficiary on a Designation of Beneficiary form. I authorize and direct the Company, or in the Company's discretion, the Trustee of a rabbi trust, subject to the provisions of the Plan, to obtain and own insurance policies on my life. This authorization and direction applies to this Plan as presently constituted, or hereafter amended, for which I am or may become eligible and shall continue to apply until revoked by me in writing. Dated _______________ ______________________________ Employee Signature Received and approved by the Company. STANDEX INTERNATIONAL CORPORATION By: Dated: ______________ Title: EXHIBIT B Page 1 of 2 DESIGNATION OF BENEFICIARY STANDEX INTERNATIONAL CORPORATION EXECUTIVE LIFE INSURANCE PLAN To: Standex International Corporation Attention: Corporate Benefits Department Designation. Pursuant to the provisions of the Executive Life Insurance Plan, dated as of June 8, 1994, (the "Plan"), of Standex International Corporation (the "Company"), I hereby designate the following as my primary and contingent beneficiaries under the Plan, to receive payment of any benefits that may be due and payable upon my death while a Participant in the Plan: Primary Beneficiary Last Name, First, Age Relationship Middle Initial _________________________________ ________ ______________ Address: Number and Street City State Zip Code __________________________ __________ ______________ Contingent Beneficiary Last Name, First, Age Relationship Middle Initial _________________________________ ________ ______________ Address: Number and Street City State Zip Code __________________________ __________ ______________ EXHIBIT B Page 2 of 2 All sums to which this Designation of Beneficiary applies shall be paid pursuant to the terms of the Plan. All prior designations of beneficiaries which are inconsistent with the provisions of this Designation of Beneficiary, if any, are hereby revoked. Reservation of Revocation. Unless otherwise provided by law, I hereby reserve the right to amend, change or revoke in its entirety this Designation of Beneficiary by filing a new form with the Company. Effective Date. It is hereby agreed that this Designation of Beneficiary shall not become effective unless and until it is approved by the Company. EMPLOYEE: Dated: ______________ Received and approved by the Company. STANDEX INTERNATIONAL CORPORATION By: Dated: ______________ Title: EXHIBIT C Page 1 of 2 DISPOSITION OF PROCEEDS ENDORSEMENT {To be filed by the Company in duplicate with the Trustee of any relevant rabbi trust and with the Insurer upon enrollment of Participant in the Plan, and at the time that the Participant files any change in beneficiary with the Company. The Company must attach a copy of the Beneficiary Designation Form, completed by the Participant, to this Beneficiary Provision. The Company shall also notify the Trustee of any relevant rabbi trust and the Insurer, upon the death of the Participant, of the amounts to which the Company and other beneficiaries are entitled.} Name of Insurer: Name of Policy Owner: __ Standex International Corporation (the "Company") __ Trustee of ___(e.g. Trainor)__ Trust under the Standex International Corporation Executive Plan Name of Insured: Policy Number: I. Disposition of Proceeds. The proceeds due under the Policy by reason of the death of the insured shall be paid in the following order of priority: (1) All loans against the Policy shall first be repaid; (2) The Company shall, to the extent that the Policy proceeds have not been exhausted, next be paid from the death benefit the total amount of the Policy premiums on such Policy claimed to have been paid by the Company since the Policy was taken out; (3) The Participant's Beneficiary, as provided in the applicable Designation of Beneficiary Form shall, to the extent that the Policy proceeds have not been exhausted, next be paid an amount equal to three times the Participant's Compensation in the calendar year immediately preceding the year in which his or her death occurs; (4) The Participant's beneficiary, as provided in the applicable Designation of Beneficiary Form shall to the extent the Policy proceeds have not been exhausted, next be paid an amount equal to the economic benefit of the life insurance coverage provided in the policy in accordance with Section 3.06 of the Plan; and (5) The Company shall receive the balance, if any, of the death benefit remaining after the payments provided for above. 2. Release of Insurer. The receipt by the Insurer of a statement signed by the Company setting forth the amount claimed to be due each beneficiary in connection with this Policy, shall be conclusive as to the amount due each beneficiary, and the Insurer shall be fully acquitted, discharged and released from the claims of all persons having an interest in this Policy for the amount so paid. STANDEX INTERNATIONAL CORPORATION Dated: ________________ By: _____________________________ The Insurer hereby acknowledges receipt of a copy of this Beneficiary Provision. _________________________ Insurer Dated: _________________ By: _____________________________ IRREVOCABLE ASSIGNMENT OF LIFE INSURANCE DEATH BENEFITS THIS ASSIGNMENT, dated this _____ day of ______________, 199___, WITNESSETH THAT: WHEREAS, the undersigned (the "Assignor") is a participating employee in the Executive Life Insurance Plan (the "Plan"), which Plan is provided by Standex International Corporation (the "Company"). The Plan confers upon the undersigned certain rights and benefits with regard to one or more policies of insurance insuring the Assignor's life; and WHEREAS, pursuant to the provisions of the Plan, the Assignor retained the right, exerciseable by the execution and delivery to the Company and to the Trustee of any relevant rabbi trust of a written form of assignment, to absolutely and irrevocably assign all of the Assignor's right, title and interest in and to the life insurance death benefit provided under the Plan to an assignee; and WHEREAS, the Assignor desires to exercise that right; NOW, THEREFORE, the Assignor, without consideration, and intending to make a gift, hereby absolutely and irrevocably assigns, gives, grants, and transfers to _____________________________________________ (the "Assignee") whose last known address is _________________________________________________________________ ___ all of the Assignor's right, title and interest in and to the life insurance death benefit provided under the Plan, intending that, from and after this date, the Assignor shall neither have nor retain any right, title or interest therein. Assignor ACCEPTANCE OF ASSIGNMENT The undersigned Assignee hereby accepts the above assignment of all right, title and interest of the Assignor therein in and to the life insurance death benefit provided in the Plan, and the undersigned hereby agrees to be bound by all of the terms and conditions of the Plan as they apply to the life insurance death benefit, as if the Assignee were the original employee party to the Plan. Dated: ______________ _____________________________ Assignee CONSENT TO ASSIGNMENT The undersigned Company and Trustee hereby consent to the foregoing assignment of all of the right, title and interest of the Assignor in and to the life insurance death benefit provided under the Plan, to the Assignee designated therein. The Company hereby agrees that, from and after the date hereof, the Company shall look solely to such Assignee for the performance of all obligations with respect to the life insurance death benefit under the Plan which were heretofore the responsibility of the Assignor, shall allow all rights and benefits provided therein to the Assignor to be exercised only by the Assignee, and shall hereafter treat said Assignee in all respects as if the original employee party to the Plan. STANDEX INTERNATIONAL CORPORATION Dated: _______________ By: _____________________________ Title: __________________________ ______________________________, as Trustee of ___(e.g. Trainor)__ Trust under the Standex International Corporation Executive Plan Dated: _______________ By: ______________________________ Title: ___________________________ DISPOSITION OF PROCEEDS ENDORSEMENT {To be filed by the Company in duplicate with the Trustee of any relevant rabbi trust and with the Insurer upon enrollment of Participant in the Plan, and at the time that the Participant files any change in beneficiary with the Company. The Company must attach a copy of the Beneficiary Designation Form, completed by the Participant, to this Beneficiary Provision. The Company shall also notify the Trustee of any relevant rabbi trust and the Insurer, upon the death of the Participant, of the amounts to which the Company and other beneficiaries are entitled.} Name of Insurer: Name of Policy Owner: __ Standex International Corporation (the "Company") __ Trustee of ___(e.g. Trainor)__ Trust under the Standex International Corporation Executive Plan Name of Insured: Policy Number: I. Disposition of Proceeds. The proceeds due under the Policy by reason of the death of the insured shall be paid in the following order of priority: (1) All loans against the Policy shall first be repaid; (2) The Company shall, to the extent that the Policy proceeds have not been exhausted, next be paid from the death benefit the total amount of the Policy premiums on such Policy claimed to have been paid by the Company since the Policy was taken out; (3) The Participant's Beneficiary, as provided in the applicable Designation of Beneficiary Form shall, to the extent that the Policy proceeds have not been exhausted, next be paid an amount equal to three times the Participant's Compensation in the calendar year immediately preceding the year in which his or her death occurs; -----END PRIVACY-ENHANCED MESSAGE-----