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| Wisconsin\n | \n\n | 1-14959\n | \n\n | 39-0971239 | \n
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| (State or other jurisdiction \nof incorporation)\n | \n\n | (Commission File Number)\n | \n\n | (IRS Employer Identification No.) | \n
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| 6555 West Good Hope Road \nMilwaukee, Wisconsin\n | \n\n | 53223 | \n
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| (Address of principal executive offices)\n | \n\n | (Zip Code) | \n
| o | \n\n | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | \n
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| o | \n\n | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | \n
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| o | \n\n | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | \n
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| o | \n\n | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | \n
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| Item 5.02 | \n\n | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN\nOFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. | \n
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| Item 5.07 | \n\n | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS | \n
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| Item 9.01 | \n\n | FINANCIAL STATEMENTS AND EXHIBITS. | \n
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| Exhibit No. | \n\n | Description of Exhibit | \n||
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| \n | 10.1 | \n\n | \n | Brady Corporation 2010 Omnibus Incentive Stock Plan, amended as of September 24, 2010 | \n
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| \n | BRADY CORPORATION \n | \n \n | ||
| Date: September 27, 2010 | \n/s/ Thomas J. Felmer\n | \n\n | ||
| \n | Thomas J. Felmer | \n\n | ||
| \n | Senior Vice President & Chief Financial Officer | \n\n |
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| Exhibit No. | \n\n | Description of Exhibit | \n||
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| \n | 10.1 | \n\n | \n | Brady Corporation 2010 Omnibus Incentive Stock Plan, amended as of September 24, 2010 | \n
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| \n | (a) | \n\n | “Affiliates” means any “subsidiary corporation” or\n“parent corporation” as such terms are defined in Section 424 of the Code. | \n
| \n | (b) | \n\n | “Agreement” means a written agreement (including any\namendment or supplement thereto) between the Corporation and a Participant\nspecifying the terms and conditions of an Award. | \n
| \n | (c) | \n\n | “Award” shall mean the grant of any form of Stock\nOption, Restricted Stock or Restricted Stock Units. | \n
| \n | (d) | \n\n | “Board” shall mean the Board of Directors of the\nCorporation. | \n
| \n | (e) | \n\n | “Code” shall mean the Internal Revenue Code of 1986, as\namended from time to time. | \n
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| \n | (f) | \n\n | “Committee” shall mean the Committee described in\nSection 4.01. | \n
| \n | (g) | \n\n | “Corporation” shall mean Brady Corporation, a Wisconsin\ncorporation. | \n
| \n | (h) | \n\n | “Corporation Stock” shall mean the Corporation’s Class\nA Non-Voting Common Stock, $.01 par value, and such other stock and securities\nas may be substituted therefor pursuant to Section 3.02. | \n
| \n | (i) | \n\n | “Eligible Employee” shall mean any regular salaried\nemployee of the Corporation or an Affiliate, including an employee who is a\nmember of the Board, who satisfies the requirements of Section 5.01. | \n
| \n | (j) | \n\n | “Exercise Period” shall mean the period of time\nprovided pursuant to Section 6.05 within which a Stock Option may be exercised. | \n
| \n | (k) | \n\n | “Fair Market Value” on any date shall mean, with\nrespect to Corporation Stock, if the stock is then listed and traded on a\nregistered national securities exchange, or is quoted in the NASDAQ National\nMarket System, the average of the high and low sale prices recorded in\ncomposite transactions for such date or, if such date is not a business day or\nif no sales of Corporation Stock shall have been reported with respect to such\ndate, the next preceding business date with respect to which sales were\nreported. In the absence of reported sales or if the stock is not so listed or\nquoted, but is traded in the over-the-counter market, Fair Market Value shall\nbe the average of the closing bid and asked prices for such shares on the\nrelevant date. | \n
| \n | (l) | \n\n | “Participant” means an Eligible Employee who has been\ngranted an Award under this Plan. | \n
| \n | (m) | \n\n | “Performance Goals” means the performance goals\nestablished by the Committee prior to the grant of any Award of Stock Options,\nRestricted Stock or Restricted Stock Units intended to qualify as\n“performance-based compensation” under Section 162(m) of the Code. Performance\nGoals may be established at the Company or business unit level and may be based\nupon the attainment of goals relating to one or more of the following business\ncriteria measured on an absolute basis or in terms of growth or reduction:\nrevenue, expenses, net income (pre-tax or after-tax and with adjustments as\nstipulated), earnings per share, return on equity, return on assets, return on\ntangible book value, operating income, earnings before depreciation, interest,\ntaxes and amortization (EBDITA), loss ratio, expense ratio, increase in stock\nprice, total shareholder return, economic value added and operating cash flow.\nThe Committee may establish other subjective or objective performance goals,\nincluding individual goals, which it deems appropriate. | \n
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| \n | (n) | \n\n | “Person” means any individual or entity, and the heirs,\npersonal representatives, executors, administrators, legal representatives,\nsuccessors and assigns of such Person as the context may require. | \n
| \n | (o) | \n\n | “Plan” shall mean the Brady Corporation 2010 Omnibus\nIncentive Stock Plan, as set forth herein, as it may be amended from time to\ntime. | \n
| \n | (p) | \n\n | “Restricted Stock” means shares of Corporation Stock\ngranted to a Participant under Article VII. | \n
| \n | (q) | \n\n | “Restricted Stock Unit” means an Award granted to a\nParticipant under Article VIII. | \n
| \n | (r) | \n\n | “Stock Option” means an option to purchase a stated\nnumber of shares of Corporation Stock at the price set forth in an Agreement.\nA Stock Option may be either a Nonqualified Stock Option or an Incentive Stock\nOption. | \n
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| \n | (a) | \n\n | designate the Eligible Employees to whom Awards shall be\ngranted; | \n
| \n | (b) | \n\n | grant Awards in such form and amount as the Committee shall\ndetermine; | \n
| \n | (c) | \n\n | impose such limitations, restrictions and conditions upon any\nsuch Award as the Committee shall deem appropriate, including conditions (in\naddition to those contained in this Plan) (i) on the exercisability of all or\nany portion of a Stock Option, (ii) on the transferability or forfeitability of\nRestricted Stock or (iii) requiring an Eligible Employee to retain all or a\nportion of the Corporation Stock for a period of time following the exercise of\na Stock Option, the vesting of Restricted Stock or the payment of Restricted\nStock Units; | \n
| \n | (d) | \n\n | prescribe the form of Agreement with respect to each Award; | \n
| \n | (e) | \n\n | waive in whole or in part any limitations, restrictions or\nconditions imposed upon any such Award as the Committee shall deem appropriate\n(including accelerating the time at which any Stock Option may be exercised or\nthe time at which Restricted Stock may become transferable or nonforfeitable); | \n
| \n | (f) | \n\n | make adjustments in the terms and conditions of a Performance\nGoal in recognition of unusual or nonrecurring events affecting the Company or\nthe financial statements of the Company or of changes in applicable laws,\nregulations, or accounting principles, whenever the Committee determines that\nsuch adjustments are appropriate in order to prevent dilution or enlargement of\nthe benefits or potential benefits intended to be made available under the\nPlan, provided that no such adjustment shall be authorized to the extent that\nsuch adjustment would be inconsistent with the Plan’s or any Performance Award\nmeeting the requirements of Section 162(m) of the Code; and | \n
| \n | (g) | \n\n | determine the extent to which leaves of absence for\ngovernmental or military service, illness, temporary disability and the like\nshall not be deemed interruptions of continuous employment. | \n
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| \n | \n | \n | \n | \n |
| Years After | \n\n | \n | \n | |
| Date of Grant | \n\n | Percentage of Shares | \n\n | |
| \n | \n | \n | \n | |
Less than 1 | \n \n | \n | 0 | \n% | \n
| \n | \n | \n | \n | |
1 but less than 2 | \n \n | \n | 33-1/3 | \n% | \n
| \n | \n | \n | \n | |
2 but less than 3 | \n \n | \n | 66-2/3 | \n% | \n
| \n | \n | \n | \n | |
3 or more | \n \n | \n | 100 | \n% | \n
| \n | (a) | \n\n | The aggregate Fair Market Value of Corporation Stock\n(determined as of the date the stock option is granted) with respect to which\nISOs are exercisable for the first time during a calendar year may not exceed\n$100,000. To the extent that the value of the stock subject to options exceeds\nthat amount, the excess shall be considered to be NSOs, with the determination\nto be made in the order the options are granted. | \n
| \n | (b) | \n\n | Employees who own, directly or indirectly, within the meaning\nof Code Section 425(d), more than 10% of the voting power of all classes of\nstock of the Corporation or any parent or subsidiary corporation shall not be\neligible to receive an ISO hereunder unless the purchase price per share\nunder such option is at least 110% of the Fair Market Value of the stock\nsubject to the option and such option by its terms is not exercisable after\nthe expiration of five (5) years from the date such option is granted | \n
| \n | (c) | \n\n | To obtain favorable ISO tax treatment, the option must be\nexercised while the Participant is an employee, or within three months after\nthe Participant’s termination as an employee; provided that, in the case of\ntermination on account of disability (as defined in Section 22(e)(3) of the\nCode), the exercise period may be extended to one year; and further provided\nthat the employment requirement is waived in the case of the participant’s\ndeath.\n | \n
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| \n | (a) | \n\n | Until the applicable restrictions lapse, the Participant shall\nnot be permitted to sell, assign, transfer, exchange, pledge, hypothecate or\notherwise dispose of or encumber shares of Restricted Stock. | \n
| \n | (b) | \n\n | Unless and until a forfeiture of the Restricted Stock, the\nParticipant shall have, with respect to the shares of Restricted Stock, all of\nthe rights of a shareholder of the Corporation, including the right to vote the\n shares (if applicable) and the right to receive any cash dividends. Unless\notherwise determined by the Committee, cash dividends shall be automatically\npaid in cash and dividends payable in Corporation Stock shall be paid in the\nform of additional Restricted Stock. | \n
| \n | (c) | \n\n | Except to the extent otherwise provided in the applicable\nRestricted Stock Agreement and (d) below, all shares still subject to\nrestriction shall be forfeited by the Participant upon termination of a\nParticipant’s employment for any reason. | \n
| \n | (d) | \n\n | In the event of hardship or other special circumstances of a\nParticipant whose employment is involuntarily terminated (other than for\ncause), the Committee may waive in whole or in part any or all remaining\nrestrictions with respect to such Participant’s shares of Restricted Stock. | \n
| \n | (e) | \n\n | If and when the applicable restrictions lapse, unlegended\ncertificates for such shares shall be delivered to the Participant. | \n
| \n | (f) | \n\n | Each Award shall be confirmed by, and be subject to the terms\nof, a Restricted Stock Agreement. | \n
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| \n | (a) | \n\n | if the Participant’s employment is terminated by the death of\nthe Participant, any unexercised, unexpired Stock Options granted hereunder to\nthe Participant shall be 100% vested and fully exercisable, in whole or in\npart, at any time within one year after the date of death, by the Participant’s\npersonal representative or by the person to whom the Stock Options are\ntransferred under the Participant’s last will and testament or the applicable\nlaws of descent and distribution; | \n
| \n | (b) | \n\n | if the Participant dies within 90 days after termination of\nemployment by the Corporation or its Affiliates, other than for cause, any\nunexercised, unexpired Stock Options granted hereunder to the Participant and\nexercisable as of the date of such termination of employment shall be\nexercisable, in whole or in part, at any time within one year after the date of\ndeath, by the Participant’s personal representative or by the person to whom\nthe Stock Options are transferred under the Participant’s last will and\ntestament or the applicable laws of descent and distribution; | \n
| \n | (c) | \n\n | if the Participant’s employment is terminated as a result of\nthe disability of the Participant (a disability means that the Participant is\ndisabled as a result of sickness or injury, such that he or she is unable to\nsatisfactorily perform the material duties of his or her job, as determined by\nthe Board of Directors, on the basis of medical evidence satisfactory to it),\nany unexercised, unexpired Stock Options granted hereunder to the Participant\nshall become 100% vested and fully exercisable, in whole or in part, at any\ntime within one year after the date of disability; | \n
| \n | (d) | \n\n | if the Participant’s employment is terminated as a result of\nthe Participant’s retirement (after age 55 with ten years of employment with\nthe Corporation or an Affiliate or after age 65), any unexercised, unexpired\nStock Options granted hereunder to the Participant shall continue to vest as\nprovided in Section 6.05 hereof and any Stock Option that is or becomes vested\nmay be exercised in whole or in part prior to the expiration date of such Stock\nOption; and | \n
| \n | (e) | \n\n | if the Participant’s employment is terminated by the Company or\nan Affiliate for any reason other than the Participant’s death, disability or\nretirement of the Participant or for cause, any unexercised, unexpired Stock\nOptions granted hereunder and exercisable as of the date of such termination of\nemployment shall be exercisable in whole or in part at any time within 90 days\nafter such date of termination. | \n
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