exv10w2



 





Exhibit 10.2




W. H. BRADY CO.

1997 OMNIBUS INCENTIVE STOCK PLAN




I. INTRODUCTION




     1.01 Purpose. This plan shall be known as the W. H. Brady Co. 1997 Omnibus Incentive
Stock Plan. The purpose of the Plan is to provide an incentive for employees of W. H. Brady Co.
and its Affiliates to improve corporate performance on a long-term basis, and to attract and retain
employees by enabling employees to participate in the future successes of the Company, and by
associating the long term interests of employees with those of the Company and its shareholders.
It is intended that the Plan and its operation comply with the provisions of Rule 16b-3 under the
Securities Exchange Act of 1934 (or any successor rule). The Plan is intended to permit the grant
of Nonqualified Stock Options and shares of Restricted Stock. The proceeds received by the Company
from the sale of Company Stock pursuant to the Plan shall be used for general corporate purposes.



     1.02 Effective Date. The effective date of the Plan shall be May 12, 1997, subject to
approval of the Plan by holders of a majority of the outstanding voting common stock of the Company
provided that such approval is given within 12 months of the effective date. Any Award granted
prior to such shareholder approval shall be expressly conditioned upon shareholder approval of the
Plan.



II. PLAN DEFINITIONS




     For Plan purposes, except where the context clearly indicates otherwise, the following terms
shall have the meanings set forth below:




	 	(a)	 	“Affiliates” means any “subsidiary corporation” or
“parent corporation” as such terms are defined in Section 424 of the Code.
	 
	 	(b)	 	“Agreement” means a written agreement (including any
amendment or supplement thereto) between the Company and a Participant
specifying the terms and conditions of an Award.
	 
	 	(c)	 	“Award” shall mean the grant of any form of Stock
Option or Restricted Stock.
	 
	 	(d)	 	“Board” shall mean the Board of Directors of the
Company.
	 
	 	(e)	 	“Code” shall mean the Internal Revenue Code of 1986, as
amended from time to time.
	 
	 	(f)	 	“Committee” shall mean the Committee described in
Section 4.01.
	 
	 	(g)	 	“Company” shall mean W. H. Brady Co., a Wisconsin
corporation.




 









 












	 	(h)	 	“Company Stock” shall mean the Company’s Class A
Non-Voting Common Stock, $.01 par value, and such other stock and securities as
may be substituted therefor pursuant to Section 3.02.
	 
	 	(i)	 	“Eligible Employee” shall mean any regular salaried employee of
the Company or an Affiliate, including an employee who is a member of the
Board, who satisfies the requirements of Section 5.01.
	 
	 	(j)	 	“Exercise Period” shall mean the period of time
provided pursuant to Section 6.05 within which a Stock Option may be exercised.
	 
	 	(k)	 	“Fair Market Value” on any date shall mean, with
respect to Company Stock, if the stock is then listed and traded on a
registered national securities exchange, or is quoted in the NASDAQ National
Market System, the average of the high and low sale prices recorded in
composite transactions as reported in the Wall Street Journal (Midwest
Edition) for such date or, if such date is not a business day or if no sales of
Company Stock shall have been reported with respect to such date, the next
preceding business date with respect to which sales were reported. In the
absence of reported sales or if the stock is not so listed or quoted, but is
traded in the over-the-counter market, Fair Market Value shall be the average
of the closing bid and asked prices for such shares on the relevant date.
	 
	 	(l)	 	“Participant” means an Eligible Employee who has been
granted an Award under this Plan.
	 
	 	(m)	 	“Person” means any individual or entity, and the heirs,
personal representatives, executors, administrators, legal representatives,
successors and assigns of such Person as the context may require.
	 
	 	(n)	 	“Plan” shall mean the W. H. Brady Co. 1997 Omnibus
Incentive Stock Plan, as set forth herein, as it may be amended from time to
time.
	 
	 	(o)	 	“Restricted Stock” means shares of Company Stock
granted to a Participant under Article VII.
	 
	 	(p)	 	“Stock Option” means an option to purchase a stated
number of shares of Company Stock at the price set forth in an Agreement.





III. SHARES SUBJECT TO AWARD




     3.01 Available Shares. The total number of shares of Company Stock authorized for
issuance shall not exceed two million (2,000,000) shares, subject to adjustments under Section
3.02. The shares authorized for issuance under the Plan may consist, in whole or in part, of
authorized but unissued Company Stock, or of treasury stock of the Company. Shares subject to and
not issued under a Stock Option that expires, terminates, is canceled or forfeited for any



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reason under the Plan and shares of restricted Company Stock which have been forfeited for any
reason shall again become available for the granting of Awards.



     3.02 Changes in Corporation Stock. In the event of any change in the Corporation
Stock resulting from a reorganization, recapitalization, stock split, stock dividend, merger,
consolidation, rights offering or like transaction, the Committee shall proportionately and
appropriately adjust: (a) the aggregate number and kind of shares authorized for issuance under
the Plan; and (b) in the case of previously-granted Stock Options, the option price and the number
and kind of shares subject to the Stock Options, without any change in the aggregate purchase price
to be paid for the Stock Options.



IV. ADMINISTRATION




     4.01 Administration by the Committee. The Plan shall be administered by the
Committee. The Committee shall be a committee designated by the Board to administer the Plan and
shall initially be the Compensation Committee of the Board. The Committee shall be constituted to
permit the Plan to comply with the provisions of Rule 16b-3 under the Securities Exchange Act of
1934 (or any successor rule). A majority of the members of the Committee shall constitute a
quorum. The approval of such a quorum, expressed by a majority vote at a meeting held either in
person or by conference telephone call, or the unanimous consent of all members in writing without
a meeting, shall constitute the action of the Committee and shall be valid and effective for all
purposes of the Plan.



     4.02 Committee Powers. Subject to Section 9.06, the Committee is empowered to adopt,
amend and rescind such rules, regulations and procedures and take such other action as it shall
deem necessary or proper for the administration of the Plan and, in its discretion, may modify,
extend or renew any Award theretofore granted. The Committee shall also have authority to
interpret the Plan, and the decision of the Committee on any questions concerning the
interpretation of the Plan shall be final and conclusive. The express grant in the Plan of any
specific power to the Committee shall not be construed as limiting any power or authority of the
Committee. The Committee shall not incur any liability for any action taken in good faith with
respect to the Plan or any Award.



     Subject to the provisions of the Plan, the Committee shall have full and final authority to:




	 	(a)	 	designate the Eligible Employees to whom Awards shall be
granted;
	 
	 	(b)	 	grant Awards in such form and amount as the Committee shall
determine;
	 
	 	(c)	 	impose such limitations, restrictions and conditions upon any
such Award as the Committee shall deem appropriate, including conditions (in
addition to those contained in this Plan) on the exercisability of all or any
portion of a Stock Option or on the transferability or forfeitability of
Restricted Stock;
	 
	 	(d)	 	prescribe the form of Agreement with respect to each Award;




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	 	(e)	 	waive in whole or in part any limitations, restrictions or
conditions imposed upon any such Award as the Committee shall deem appropriate
(including accelerating the time at which any Stock Option may be exercised or
the time at which Restricted Stock may become transferable or nonforfeitable);
	 
	 	(f)	 	determine the extent to which leaves of absence for
governmental or military service, illness, temporary disability and the like
shall not be deemed interruptions of continuous employment.





V. PARTICIPATION




     5.01 Eligibility. Any employee of the Company and its Affiliates (including officers
and employees who may be members of the Board) who, in the sole opinion of the Committee, has
contributed or can be expected to contribute to the profits, growth and success of the Company
shall be eligible for Awards under the Plan. A member of the Committee or any person who is
expected to become a member within one year of any Award shall not be an Eligible Employee if his
or her status as an Eligible Employee would prevent the Committee from being “disinterested” under
Rule 16b-3 under the Securities Exchange Act of 1934. From among all such Eligible Employees, the
Committee shall determine from time to time those Eligible Employees to whom Awards shall be
granted. No Eligible Employee shall have any right whatsoever to receive an Award unless so
determined by the Committee.



     5.02 No Employment Rights. The Plan shall not be construed as conferring any rights
upon any person for a continuation of employment, nor shall it interfere with the rights of the
Company or any Affiliates to terminate the employment of any person or to take any other action
affecting such person.



VI. STOCK OPTIONS




     6.01 Stock Options; General. Stock Options granted under the Plan shall be in the
form of Nonqualified Stock Options. Each Stock Option granted under the Plan shall be evidenced by
an Agreement which shall contain the terms and conditions required by this Article VI, and such
other terms and conditions, not inconsistent herewith, as the Committee may deem appropriate in
each case.



     6.02 Stock Option Holder’s Rights as a Shareholder. The holder of a Stock Option
shall not have any rights as a shareholder with respect to the shares covered by a Stock Option
until such shares have been delivered to him or her.



     6.03 Option Price. The price at which each share of Company Stock covered by a Stock
Option may be purchased shall be not less than 100% of the Fair Market Value of such stock on the
date on which the option is granted. The option price shall be subject to adjustment as provided
in Section 3.02 hereof.



     6.04 Date Stock Option Granted. For purposes of the Plan, a Stock Option shall be
considered as having been granted on the date on which the Committee authorized the grant of



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the Stock Option except where the Committee has designated a later date, in which event the
later date shall constitute the date of grant of the Stock Option; provided, however, that
notice of the grant of the Stock Option shall be given to the Participant within a reasonable time.



     6.05 Exercise Period. The Committee shall have the power to set the time or times
within which each Option shall be exercisable, and to accelerate the time or times of exercise;
provided, however, that




	 	(a)	 	no Stock Option granted under this Plan to any Person subject
to the reporting requirements of Section 16(b) of the Securities and Exchange
Act of 1934 may be exercised until at least six months from the later of (i)
the date of grant or (ii) shareholder approval of the Plan, and
	 
	 	(b)	 	no Stock Option shall be exercisable after the expiration of
ten (10) years from the date the Stock Option is granted. Each Agreement with
respect to a Stock Option shall state the period or periods of time within
which the Stock Option may be exercised by the Participant, in whole or in
part.





Subject to the foregoing, unless the Agreement with respect to a Stock Option expressly provides
otherwise, a Stock Option shall be exercisable in accordance with the following schedule:



	 	 	 	 	 
	Years After	 	 
	Date of Grant	 	Percentage of Shares
	 
	 	 	 	 
	Less than 1

	 	 	0	%
	 
	 	 	 	 
	1 but less than 2

	 	 	33-1/3	%
	 
	 	 	 	 
	2 but less than 3

	 	 	66-2/3	%
	 
	 	 	 	 
	3 or more

	 	 	100	%
	 
	 	 	 	 






     6.06 Method of Exercise. Subject to Section 6.05, each Stock Option may be exercised
in whole or in part from time to time as specified in the Agreements provided, however, that each
Participant may exercise a Stock Option in whole or in part by giving written notice of the
exercise to the Company, specifying the number of shares to be purchased by payment in full of the
purchase price therefor. The purchase price may be paid (a) in cash, (b) by check, (c) with the
approval of the Committee, or if the applicable Agreement so provides, by delivering shares of
Company Stock (“Delivered Stock), or (d) with a combination of cash, check and Delivered Stock.
For purposes of the foregoing, Delivered Stock shall be valued at its Fair Market Value determined
as of the business day immediately preceding the date of exercise of the Stock Option. No
Participant shall be under any obligation to exercise any Stock Option hereunder.



     6.07 Dissolution or Liquidation. Anything contained herein to the contrary
notwithstanding, on the effective date of any dissolution or liquidation of the Company, any



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unexercised Stock Options shall be deemed cancelled, and the holder of any such unexercised Stock
Options shall be entitled to receive payment under Section 9.04.



VII. RESTRICTED STOCK




     7.01 Administration. Shares of Restricted Stock may be issued either alone or in
addition to other Awards granted under the Plan. The Committee shall determine the Eligible
Employees to whom and the time or times at which grants of Restricted Stock will be made, the
number of shares to be granted, the time or times within which such Awards may be subject to
forfeiture or otherwise restricted and any other terms and conditions of the Awards. By way of
example and not of limitation, the restrictions may provide that the shares will be forfeited if
the Participant’s employment with the Company or its Affiliates terminates before the expiration of
a stated term or if the Company fails to attain specified performance goals or such other factors
or criteria as the Committee shall determine. Subject to Sections 7.02 and 7.03 hereof the
provisions of Restricted Stock Awards need not be the same with respect to each recipient.



     7.02 Certificates. Each individual receiving a Restricted Stock Award shall be issued
a certificate in respect of such shares of Restricted Stock which certificate shall be held in
custody by the Company until the restrictions thereon shall have lapsed. In addition, each
individual receiving a Restricted Stock Award shall, as a condition of any such Restricted Stock
Award, have delivered to the Company a stock power, endorsed in blank, with respect to the Company
Stock covered by such Award. Each certificate in respect of shares of Restricted Stock shall be
registered in the name of the Participant to whom such Restricted Stock has been granted and shall
bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such
Award, substantially in the following form:




“The transferability of this certificate and the shares of stock represented hereby are
subject to the terms and conditions (including forfeiture) of the W. H. Brady Co. 1997
Omnibus Incentive Stock Plan and a Restricted Stock Agreement. Copies of such Plan and
Agreement are on file at the offices of W. H. Brady Co.”



In addition each certificate in respect of shares of Restricted Stock may bear such legends and
statements as the Committee may deem advisable to assure compliance with the federal and state laws
and regulations.



     7.03 Terms and Conditions. Shares of Restricted Stock shall be subject to the
following terms and conditions:




	 	(a)	 	Until the applicable restrictions lapse, the Participant shall
not be permitted to sell, assign, transfer, exchange, pledge, hypothecate or
otherwise dispose of or encumber shares of Restricted Stock.
	 
	 	(b)	 	Unless and until a forfeiture of the Restricted Stock, the
Participant shall have, with respect to the shares of Restricted Stock, all of
the rights of a shareholder of the Company, including the right to vote the
shares (if applicable) and the right to receive any cash dividends. Unless otherwise 




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	 	 	 	determined by the Committee, cash dividends shall be automatically
paid in cash and dividends payable in Company Stock shall be paid in the form
of additional Restricted Stock.






	 	(c)	 	Except to the extent otherwise provided in the applicable
Restricted Stock Agreement and (d) below, all shares still subject to
restriction shall be forfeited by the Participant upon termination of a
Participant’s employment for any reason.
	 
	 	(d)	 	In the event of hardship or other special circumstances of a
Participant whose employment is involuntarily terminated (other than for
cause), the Committee may waive in whole or in part any or all remaining
restrictions with respect to such Participant’s shares of Restricted Stock.
	 
	 	(e)	 	If and when the applicable restrictions lapse, unlegended
certificates for such shares shall be delivered to the Participant.
	 
	 	(f)	 	Each Award shall be confirmed by, and be subject to the terms
of, a Restricted Stock Agreement.





VIII. WITHHOLDING TAXES




     8.01 General Rule. Pursuant to applicable federal and state laws, the Company is or
may be required to collect withholding taxes upon the exercise of a Stock Option or the lapse of
stock restrictions. The Company may require, as a condition to the exercise of a Stock Option or
the issuance of a stock certificate, that the Participant concurrently pay to the Company (either
in cash or, at the request of Participant, but subject to such rules and regulations as the
Committee may adopt from time to time, in shares of Delivered Stock) the entire amount or a portion
of any taxes which the Company is required to withhold by reason of such exercise or lapse of
restrictions, in such amount as the Committee or the Company in its discretion may determine. If
and to the extent that withholding of any federal, state or local tax is required in connection
with the exercise of an Option or the lapse of stock restrictions, the Participant may, subject to
such rules and regulations as the Company may adopt from time to time, elect to have the Company
hold back from the shares to be issued upon the exercise of the Stock Option or the lapse of stock
restrictions, the number of shares of Company Stock having a Fair Market Value equal to such
withholding obligation.



     8.02 Special Rule for Insiders. Any such request or election (to satisfy a
withholding obligation using shares) by an individual who is subject to the provisions of Section
16 of the Securities Exchange Act of 1934 shall be made in accordance with the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.



IX. GENERAL




     9.01 Nontransferability. No Award granted under the Plan shall be transferable or
assignable (or made subject to any pledge, lien, obligation or liability of a Participant) except by last will and testament or the laws of descent and distribution. Upon a transfer or assignment



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pursuant to a Participant’s last will and testament or the laws of descent and distribution, any
Stock Option must be transferred in accordance therewith. During the Participant’s lifetime, Stock
Options shall be exercisable only by the Participant or by the Participant’s guardian or legal
representative.



     9.02 General Restriction. Each Award shall be subject to the requirement that if at
any time the Board or the Committee shall determine, in its discretion, that the listing,
registration, or qualification of securities upon any securities exchange or under any state or
federal law, or the consent or approval of any government regulatory body, is necessary or
desirable as a condition of, or in connection with, the granting of such Stock Option or the issue
or purchase of securities thereunder, such Stock Option may not be exercised in whole or in part
unless such listing, registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Board or the Committee. The Committee shall
have the right to rely on an opinion of its counsel as to whether any such listing, registration,
qualification, consent or approval shall have been effected or obtained.



     9.03 Effect of Termination of Employment, Disability or Death. Except as otherwise
provided by the Committee upon any Award, all rights under any Stock Option granted to a
Participant shall terminate and any Restricted Stock granted to a Participant shall be forfeited on
the date such Participant ceases to be employed by the Company or its subsidiaries, except that (a)
if the Participant’s employment is terminated by the death of the Participant, any unexercised,
unexpired Stock Options granted hereunder to the Participant shall be 100% vested and fully
exercisable, in whole or in part, at any time within one year after the date of death, by the
Participant’s personal representative or by the person to whom the Stock Options are transferred
under the Participant’s last will and testament or the applicable laws of descent and distribution;
(b) if the Participant’s employment is terminated as a result of the disability of the Participant
(a disability means that the Participant is disabled as a result of sickness or injury, such that
he or she is unable to satisfactorily perform the material duties of his or her job, as determined
by the Board of Directors, on the basis of medical evidence satisfactory to it), any unexercised,
unexpired Stock Options granted hereunder to the Participant shall become 100% vested and fully
exercisable, in whole or in part, at any time within one year after the date of disability; and (c)
if the Participant’s employment is terminated for any reason other than the death or disability of
the Participant, any unexercised, unexpired Stock Options granted hereunder and exercisable as of
the date of such termination of employment shall be exercisable in whole or in part at any time
within 90 days after such date of termination. If a Participant’s employment is terminated because
of the Participant’s voluntary separation from the Company, or for cause (as determined by the
Committee in its sole discretion), all of the Participant’s unexercised Stock Options shall expire
and all of the Participant’s Restricted Stock shall be forfeited. Notwithstanding the foregoing,
no Stock Option shall be exercisable after the date of expiration of its term.



     9.04 Merger, Consolidation or Reorganization. In the event of (a) the merger or
consolidation of the Company with or into another corporation or corporations in which the Company
is not the surviving corporation, (b) the adoption of any plan for the dissolution of the Company,
or (c) the sale or exchange of all or substantially all the assets of the Company for cash or for
shares of stock or other securities of another corporation, all then-unexercised Stock Options shall become fully exercisable, and all restrictions imposed on any then-Restricted Stock



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shall
terminate (such that any Restricted Stock shall become fully transferable) immediately prior to any
such merger or consolidation in which the Company is not the surviving corporation.
Notwithstanding the foregoing, in the case of then-unexercised Stock Options held by persons
subject to the reporting requirements of Section 16(a) of the 1934 Act, the Committee may elect to
cancel any then-unexercised Stock Option. If any Stock Option is canceled, the Company, or the
corporation assuming the obligations of the Company hereunder, shall pay the Participant an
amount of cash or stock, as determined by the Committee, equal to the Fair Market Value per
share of the Company Stock immediately preceding such cancellation over the option price,
multiplied by the number of shares subject to such cancelled Stock Option.



     9.05 Expiration and Termination of the Plan. This Plan shall remain in effect until
all of the Awards made under the Plan have been exercised, the restrictions thereon have lapsed or
the Awards have expired, terminated, or been canceled or forfeited. Notwithstanding the foregoing,
no Awards shall be granted under the Plan, after that date which is ten years after the Plan is
approved by the Board; or such earlier date as the Board determines in its sole discretion.



     9.06 Limitation on Awards. No individual Eligible Employee may be granted an Award or
Awards covering more than 300,000 shares of Company Stock in any calendar year.



     9.07 Amendments. The Board may from time to time amend, modify, suspend or terminate
the Plan; provided, however, that no such action shall (a) impair without the Participant’s consent
any Award theretofore granted under the Plan or deprive any Participant of any shares of Company
Stock which he may have acquired through or as a result of the Plan or (b) be made without
shareholder approval where such approval would be required as a condition of compliance with Rule
16b-3.



     9.08 Wisconsin Law. Except as otherwise required by applicable federal laws, the Plan
shall be governed by, and construed in accordance with, the laws of the State of Wisconsin.



     9.09 Unfunded Plan. The Plan, insofar as it provides for Awards, shall be unfunded
and the Company shall not be required to segregate any assets that may at any time be represented
by Awards under this Plan. Any liability of the Company to any Person with respect to any Award
under this Plan shall be based solely upon any contractual obligations that may be created pursuant
to this Plan. No such obligation of the Company shall be deemed to be secured by any pledge of, or
other encumbrance on, any property of the Company.



     9.10 Rules of Construction. Headings are given to the articles and sections of this
Plan solely as a convenience to facilitate reference. The reference to any statute, regulation, or
other provision of law shall be construed to refer to any amendment to or successor of such
provision of law.



     9.11 Gender and Number. Except when otherwise required by the context, words in the
masculine gender shall include the feminine, the singular shall include the plural, and the plural
the singular.




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