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EXHIBIT 99
STRATTEC SECURITY CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
1. Purpose. The purpose of the Plan is to give each
eligible employee of STRATTEC SECURITY CORPORATION ("STRATTEC") the opportunity
to acquire an ownership interest in STRATTEC by providing such eligible
employees with a convenient mechanism to purchase STRATTEC's Common Stock, $.01
par value per share. STRATTEC believes that stock ownership among employees
more closely aligns the interests of STRATTEC's employees and shareholders.
2. Eligibility. All regular full-time United States
employees of STRATTEC are eligible to participate in the Plan. "Regular
full-time United States employees of STRATTEC" are those who, on a regular
basis, work at least 40 hours per week. Notwithstanding the foregoing, no
director or officer of STRATTEC who is subject to the provisions of section 16
of the Securities Exchange Act of 1934, as amended, may participate in the
Plan. To enroll, an eligible employee must submit an Enrollment Form to
STRATTEC's Benefits Department. Participation in the Plan will commence as
soon as practicable after the Enrollment Form is delivered to the Benefits
Department. Enrollment in the Plan is strictly voluntary on the part of the
participants.
3. Authorized Stock. The maximum number of shares of
STRATTEC's Common Stock which may be issued pursuant to the Plan is
100,000 shares.
4. Contributions. Under the Plan, a participant may
contribute any even dollar amount to the Plan, subject to a minimum
contribution of $10 per pay period and a maximum contribution of $5,200 per
calendar year. Contributions by participating employees shall be made through
payroll deduction on an after-tax basis. Accordingly, a participant's net pay
will be reduced by the amount the participant elects to contribute to the Plan.
A participant may increase (subject to the maximum permitted contribution) or
decrease (subject to the minimum permitted contribution) the amount of his or
her contribution under the Plan by delivering an Employee Participation Change
Form to the Company's Benefits Department. The change in contribution amount
will be effective as soon as practicable after the Change Form is delivered to
the Benefits Department. No interest is paid or any amounts contributed by a
participant.
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5. Administration of the Plan. Firstar Trust Company,
Milwaukee, Wisconsin (the "Agent") administers the Plan, keeps records, sends
statements of account to participants and performs other duties relating to the
Plan. The Agent assures safe keeping because it acts as custodian of shares
held in the Plan. Certificates for such shares are not issued to participants
unless requested. Regular statements of account provide simplified
recordkeeping. If Firstar Trust Company is terminated or ceases to act as
Agent under the Plan, its successor will be designated by the Company and
participants will be promptly notified of the change.
6. Purchase of Stock. All amounts contributed will be
used by the Agent to purchase Common Stock directly from STRATTEC on the last
day of each month (each, a "Purchase Date"). The purchase price for each share
of stock will be the average of the highest and lowest reported sales prices of
a share of the Company's Common Stock on the Nasdaq National Market (or such
other securities exchange or over-the-counter market on which STRATTEC's stock
is then traded) on the applicable Purchase Date. If the Purchase Date is a
weekend or holiday, the purchase price will be the closing price of the
Company's Common Stock on the most recent previous trading day. The number of
shares any participant may purchase and hold in his or her account is
unrestricted, subject to the limitations defined under section 4 above and
provided that the maximum number of shares of Common Stock purchased by all
participants shall not exceed the number of shares authorized for issuance
under the Plan.
7. Participant Accounts. The Agent will maintain an
account in the name of each participant. Each month the participant's account
will be credited with the number of full and fractional shares allocable to the
participant on the basis of the participant's contribution. Fractional shares
will be computed to three decimal places.
8. Reports to Participants. The Agent will issue
quarterly statements to each participant showing the number of shares of Common
Stock purchased for his or her account in the preceding quarter and the total
number of shares in the participant's account at the end of the quarter.
9. Expenses. STRATTEC will bear the entire cost of
administration of the Plan. Participants are responsible for brokerage fees if
they choose to have the Agent sell their shares under the Plan.
10. Stock Certificates. Certificates evidencing shares
of Common Stock purchased under the Plan will initially be registered in the
name of the Agent for thebenefit of the participants and will remain in the
Agent's custody. A participant may request in writing that certificates
representing any or all of the full shares then allocated to his or her account
be issued to him or her. Request for
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Issuance of Certificate forms may be obtained through the Benefits Department
and should be mailed to the Agent. Upon receipt of such a request, the Agent
will issue and deliver a stock certificate for such requested shares to the
requesting participant at no charge following a reasonable time period to
arrange for preparation of such certificate by the Transfer Agent for
STRATTEC's Common Stock. Any remaining full and fractional shares held in the
participant's account after issuance of a certificate will continue to be held
under the Plan. Certificates for fractions of shares will not be issued under
any circumstances.
11. Dividends. Any dividends received in cash on stock
held by the Agent will be credited to the account of each participant on the
basis of the number of shares in the participant's account on the record date
of the dividend. All such cash dividends will be used to buy additional Common
Stock of STRATTEC. Any such dividend will represent taxable income to each
participant, and STRATTEC will, therefore, be required to report to the federal
government and to each participant the value of such dividends credited to the
participant each calendar year.
Any dividends received in stock on stock held by the
Agent will also be credited to the account of each participant on the basis of
the number of shares in the participant's account on the record date of the
stock dividend. All participants will also be notified of the amount and
taxability, if any, of all such dividends.
After certificates for shares purchased under the
Plan have been distributed, all dividends on such shares will be paid directly
to the shareholder.
At present, STRATTEC has no intention of making any
dividend distributions in the foreseeable future.
12.Shareholder Rights. Participants will receive copies of all
notices to shareholders, proxy statements and other notices and reports
distributed from time to time by STRATTEC to its shareholders. Shares held by
the Agent for the account of participants will be voted in accordance with each
participant's written proxy instructions.
13. Sale of Stock from the Plan. A participant may
direct the Agent to sell all or any portion of the full shares held in his or
her account. In order to sell shares, a participant must forward to STRATTEC a
written share sale request form (which may be obtained from the Benefits
Department). STRATTEC will then deliver the request form to the Agent. The
Agent will sell the shares as soon as possible following the Agent's receipt of
a participant's share sale request form. A participant who directs the Agent
to sell shares will be charged for the
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brokerage fees incurred by the Agent in connection with the sale. SELLING
PARTICIPANTS SHOULD BE AWARE THAT COMMON STOCK PRICES MAY FALL DURING THE
PERIOD BETWEEN RECEIPT OF A SHARE SALE REQUEST FORM BY THE AGENT AND THE SALE
TRANSACTIONS. THIS RISK SHOULD BE EVALUATED BY THE PARTICIPANT AND IS A RISK
THAT IS BORNE SOLELY BY THE PARTICIPANT.
14. Withdrawal from the Plan. A participant may at any
time terminate participation in the Plan by signing and forwarding a
termination notice form (which may be obtained from the Benefits Department) to
the Company. The Company will promptly deliver the termination notice to the
Agent. When participation in the Plan is terminated, certificates for whole
shares credited to the participant's Plan account will be issued to the
participant or, if the participant so requests, the shares will be sold by the
Agent as set forth in section 13 above. A cash payment will be made for any
fractional share remaining in a participant's Plan account based on the closing
price of the Company's Common Stock on the date the withdrawal notice was
received by the Agent or, if the Common Stock was not traded on that day, on
the next preceding day in which the Common Stock was traded. Because stock is
purchased for the participant at the end of each month, contributions by the
withdrawing participant for the month in which the termination notice is
delivered will be used to purchase stock for the participant's account in
accordance with the regular terms of the Plan unless the termination notice is
received by the Agent at least five trading days prior to the end of the month.
If the termination notice is received at least five trading days before the end
of the month, any amounts withheld from the participant's pay check for such
month will not be used to purchase stock for such month but, rather, will be
returned to the participant as promptly as possible.
If a participant ceases to be an employee of STRATTEC
or one of its participating subsidiaries, his or her participation in the Plan
will automatically terminate. Certificates for his or her full shares and any
cash resulting from uninvested contributions and fractional shares will be
distributed to the participant in the same manner as an individual who
withdraws from the Plan.
15. No Right to Continued Employment. Participation in
the Plan shall in no way be construed as a guaranty of continued employment
with STRATTEC. All employees of STRATTEC, unless they have a written
employment agreement specifying different terms, are at-will employees and may
be terminated by STRATTEC at any time with or without cause.
16. Plan Term and Amendments. The Plan will continue
until terminated by action of the Board of Directors of STRATTEC or when all
stock to be offered under the Plan has been issued. The Board presently
intends to continue the Plan so long as a substantial number of employees
remain interested
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and participate. The Board of Directors of STRATTEC may from time to time
amend the Plan.