AVII » Topics » Equity Compensation Plan Information

These excerpts taken from the AVII 10-K filed Mar 10, 2009.

Equity Compensation Plan Information

 

Plan category

 

Number of securities to
be issued upon exercise of
outstanding options,
warrants and rights
(a)

 

Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)

 

Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))(1)
(c)

 

Equity compensation plans approved by security holders

 

7,540,873

 

$

3.34

 

1,347,723

 

Equity compensation plans not approved by security holders

 

-0-

 

 

-0-

 

Total

 

7,540,873

 

$

3.34

 

1,347,723

 

 


(1) The number of securities remaining available for future issuance under equity compensation plans includes shares from the Company’s 2002 Equity Incentive Plan (the “2002 Plan”). The number of shares reserved for issuance is increased by an automatic annual share increase pursuant to which the number of shares available for issuance under the 2002 Plan automatically increases on the first trading day of each fiscal year (the “First Trading Day”), beginning with the 2003 fiscal year and continuing through the fiscal year 2011, by an amount equal to two percent (2%) of the total number of shares outstanding on the last trading day of the immediately preceding fiscal year; such increases being subject to the limitation in the next sentence. The 2002 Plan provides that, following any such adjustment, the number of then outstanding options under the Company’s stock option plans and stock purchase plans, together with options in the reserve then available for future grants under the Company’s stock option plans, will not exceed twenty percent (20%) of the then outstanding voting shares of capital stock of the Company, and all the actually outstanding stock options under the Company’s stock option plans, together with all shares in the reserve then available for future grants under the Company’s stock option and stock purchase plans. This automatic share increase feature is designed to assure that a sufficient reserve of Common Stock remains available for the duration of the 2002 Plan to attract and retain the services of key individuals essential to the Company’s long-term growth and success. This feature is also designed to eliminate the uncertainty inherent in seeking an individual increase to the reserve each year as to what number of shares will be available in the reserve

 

17



Table of Contents

 

for option grants. Creating a certain rate of growth under the 2002 Plan assists the Company as it makes strategic personnel decisions in an effort to expand its growth, as the Company will know the approximate number of shares that will become available for issuance under the 2002 Plan. At the same time, the Company has attempted to minimize the dilutive effect that the issuance of Common Stock upon the exercise of options can have on stockholders’ percentage of ownership in the Company by adopting only a 2% growth rate for the 2002 Plan. This rate, while it provides room for growth in the 2002 Plan, is a rate which the Company believes it can reasonably sustain, minimizing the risk to stockholders that the option reserve grows faster than the Company itself. The twenty percent (20%) limitation discussed above further protects shareholders by capping the size of the 2002 Plan in relation to the Company’s other securities.

 

Equity
Compensation Plan Information



 















































Plan category



 



Number of securities to

be issued upon exercise of

outstanding options,

warrants and rights

(a)



 



Weighted-average

exercise price of

outstanding options,

warrants and rights

(b)



 



Number of securities

remaining available for

future issuance under

equity compensation

plans (excluding

securities reflected in

column (a))(1)

(c)



 



Equity compensation plans approved by
security holders



 



7,540,873



 



$



3.34



 



1,347,723



 



Equity compensation plans not approved by
security holders



 



-0-



 





 



-0-



 



Total



 



7,540,873



 



$



3.34



 



1,347,723



 




 






(1) The number of securities remaining
available for future issuance under equity compensation plans includes shares
from the Company’s 2002 Equity Incentive Plan (the “2002 Plan”). The number of
shares reserved for issuance is increased by an automatic annual share increase
pursuant to which the number of shares available for issuance under the 2002
Plan automatically increases on the first trading day of each fiscal year (the “First
Trading Day”), beginning with the 2003 fiscal year and continuing through the
fiscal year 2011, by an amount equal to two percent (2%) of the total number of
shares outstanding on the last trading day of the immediately preceding fiscal
year; such increases being subject to the limitation in the next sentence. The
2002 Plan provides that, following any such adjustment, the number of then
outstanding options under the Company’s stock option plans and stock purchase
plans, together with options in the reserve then available for future grants
under the Company’s stock option plans, will not exceed twenty percent (20%) of
the then outstanding voting shares of capital stock of the Company, and all the
actually outstanding stock options under the Company’s stock option plans,
together with all shares in the reserve then available for future grants under
the Company’s stock option and stock purchase plans. This automatic share
increase feature is designed to assure that a sufficient reserve of Common
Stock remains available for the duration of the 2002 Plan to attract and retain
the services of key individuals essential to the Company’s long-term growth and
success. This feature is also designed to eliminate the uncertainty inherent in
seeking an individual increase to the reserve each year as to what number of
shares will be available in the reserve



 



17
















Table
of Contents



 



for option grants. Creating a certain rate of growth
under the 2002 Plan assists the Company as it makes strategic personnel
decisions in an effort to expand its growth, as the Company will know the
approximate number of shares that will become available for issuance under the
2002 Plan. At the same time, the Company has attempted to minimize the dilutive
effect that the issuance of Common Stock upon the exercise of options can have
on stockholders’ percentage of ownership in the Company by adopting only a 2%
growth rate for the 2002 Plan. This rate, while it provides room for growth in
the 2002 Plan, is a rate which the Company believes it can reasonably sustain,
minimizing the risk to stockholders that the option reserve grows faster than
the Company itself. The twenty percent (20%) limitation discussed above further
protects shareholders by capping the size of the 2002 Plan in relation to the
Company’s other securities.



 



These excerpts taken from the AVII 10-K filed Mar 17, 2008.

Equity Compensation Plan Information

 

Plan category

 

Number of securities to be issued upon exercise of outstanding options, warrants and rights
(a)

 

Weighted-average exercise price of outstanding options, warrants and rights
(b)

 

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(c)

 

Equity compensation plans approved by security holders

 

4,824,328

 

$

4.75

 

2,043,120

 

Equity compensation plans not approved by security holders

 

-0-

 

 

-0-

 

Total

 

4,824,328

 

$

4.75

 

2,043,120

 

 

The number of securities remaining available for future issuance under equity compensation plans includes shares from the Company’s 2002 Equity Incentive Plan (the “2002 Plan”). The number of shares reserved for issuance is increased by an automatic annual share increase pursuant to which the number of shares available for issuance under the 2002 Plan automatically increases on the first trading day of each fiscal year (the “First Trading Day”), beginning with the 2003 fiscal year and continuing through the fiscal year 2011, by an amount equal to two percent (2%) of the total number of shares outstanding on the last trading day of the immediately preceding fiscal year; such increases being subject to the limitation in the next sentence. The 2002 Plan provides that, following any such adjustment, the number of then outstanding options under the Company’s stock option plans and stock purchase plans, together with options in the reserve then available for future grants under the Company’s stock option plans, will not exceed twenty percent (20%) of the then outstanding voting shares of capital stock of the Company, and all the actually outstanding stock options under the Company’s stock option plans, together with all shares in the reserve then available for future grants under the Company’s stock option and stock purchase plans. This automatic share increase feature is designed to assure that a sufficient reserve of Common Stock remains available for the duration of the 2002 Plan to attract and retain the services of key individuals essential to the Company’s long-term growth and success. This feature is also designed to eliminate the uncertainty inherent in seeking an individual increase to the reserve each year as to what number of shares will be available in the reserve for option grants. Creating a certain rate of growth under the 2002 Plan assists the Company as it makes strategic personnel decisions in an effort to expand its growth, as the Company will know the approximate number of shares that will become available for issuance under the 2002 Plan. At the same time, the Company has attempted to minimize the dilutive effect that the issuance of Common Stock upon the exercise of options can have on stockholders’ percentage of ownership in the Company by adopting

 

21



 

only a 2% growth rate for the 2002 Plan. This rate, while it provides room for growth in the 2002 Plan, is a rate which the Company believes it can reasonably sustain, minimizing the risk to stockholders that the option reserve grows faster than the Company itself. The twenty percent (20%) limitation discussed above further protects shareholders by capping the size of the 2002 Plan in relation to the Company’s other securities.

 

Comparison of Five-Year Cumulative Total Shareholder Return-December 2002 through December 2007:

 

Equity Compensation Plan Information



 















































Plan category



 



Number of securities to be issued upon exercise of outstanding
options, warrants and rights

(a)



 



Weighted-average exercise price of outstanding options, warrants and
rights

(b)



 



Number of securities remaining available for future issuance under
equity compensation plans (excluding securities reflected in column (a))

(c)



 



Equity
compensation plans approved by security holders



 



4,824,328



 



$



4.75



 



2,043,120



 



Equity
compensation plans not approved by security holders



 



-0-



 





 



-0-



 



Total



 



4,824,328



 



$



4.75



 



2,043,120



 




 



The number of securities remaining available
for future issuance under equity compensation plans includes shares from the
Company’s 2002 Equity Incentive Plan (the “2002 Plan”). The number of shares
reserved for issuance is increased by an automatic annual share increase
pursuant to which the number of shares available for issuance under the 2002
Plan automatically increases on the first trading day of each fiscal year (the “First
Trading Day”), beginning with the 2003 fiscal year and continuing through the
fiscal year 2011, by an amount equal to two percent (2%) of the total number of
shares outstanding on the last trading day of the immediately preceding fiscal
year; such increases being subject to the limitation in the next sentence. The
2002 Plan provides that, following any such adjustment, the number of then
outstanding options under the Company’s stock option plans and stock purchase
plans, together with options in the reserve then available for future grants under
the Company’s stock option plans, will not exceed twenty percent (20%) of the
then outstanding voting shares of capital stock of the Company, and all the
actually outstanding stock options under the Company’s stock option plans,
together with all shares in the reserve then available for future grants under
the Company’s stock option and stock purchase plans. This automatic share
increase feature is designed to assure that a sufficient reserve of Common
Stock remains available for the duration of the 2002 Plan to attract and retain
the services of key individuals essential to the Company’s long-term growth and
success. This feature is also designed to eliminate the uncertainty inherent in
seeking an individual increase to the reserve each year as to what number of
shares will be available in the reserve for option grants. Creating a certain
rate of growth under the 2002 Plan assists the Company as it makes strategic
personnel decisions in an effort to expand its growth, as the Company will know
the approximate number of shares that will become available for issuance under
the 2002 Plan. At the same time, the Company has attempted to minimize the
dilutive effect that the issuance of Common Stock upon the exercise of options
can have on stockholders’ percentage of ownership in the Company by adopting



 



21
















 



only a 2% growth rate for the 2002 Plan. This
rate, while it provides room for growth in the 2002 Plan, is a rate which the
Company believes it can reasonably sustain, minimizing the risk to stockholders
that the option reserve grows faster than the Company itself. The twenty
percent (20%) limitation discussed above further protects shareholders by
capping the size of the 2002 Plan in relation to the Company’s other
securities.



 



Comparison of Five-Year
Cumulative Total Shareholder Return-December 2002 through December 2007:



 



This excerpt taken from the AVII 10-K filed Mar 16, 2007.

Equity Compensation Plan Information

Plan category

 

Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights
(a)

 

Weighted-average
exercise price of
outstanding
options, warrants
and rights
(b)

 

Number of
securities
remaining
available for future
issuance under
equity
compensation
plans (excluding
securities
reflected in
column (a))
(c)

 

Equity compensation plans approved by security holders

 

4,167,981

 

$

5.36

 

1,959,078

 

Equity compensation plans not approved by security holders

 

-0-

 

 

-0-

 

Total

 

4,167,981

 

$

5.36

 

1,959,078

 

 

The number of securities remaining available for future issuance under equity compensation plans includes shares from the Company’s 2002 Equity Incentive Plan (the “2002 Plan”). The number of shares reserved for issuance is increased by an automatic annual share increase pursuant to which the number of shares available for issuance under the 2002 Plan automatically increases on the first trading day of each fiscal year (the “First Trading Day”), beginning with the 2003 fiscal year and continuing through the fiscal year 2011, by an amount equal to two percent (2%) of the total number of shares outstanding on the last trading day of the immediately preceding fiscal year; such increases being subject to the limitation in the next sentence. The 2002 Plan provides that, following any such adjustment, the number of then outstanding options under the Company’s stock option plans and stock purchase plans, together with options in the reserve then available for future grants under the Company’s stock option plans, will not exceed twenty percent (20%) of the then outstanding voting shares of capital stock of the Company, and all the actually outstanding stock options under the Company’s stock option plans, together with all shares in the reserve then available for future grants under the Company’s stock option and stock purchase plans. This automatic share increase feature is designed to assure that a sufficient reserve of Common Stock remains available for the duration of the 2002 Plan to attract and retain the services of key individuals essential to the Company’s long-term growth and success. This feature is also designed to eliminate the uncertainty inherent in seeking an individual increase to the reserve each year as to what number of shares will be available in the reserve for option grants. Creating a certain rate of growth under the 2002 Plan assists the Company as it makes strategic personnel decisions in an effort to expand its growth, as the Company will know the approximate number of shares that will become available for issuance under the 2002 Plan. At the same time, the Company has attempted to minimize the dilutive effect that the issuance of Common Stock upon the exercise of options can have on stockholders’ percentage of ownership in the Company by adopting

20




only a 2% growth rate for the 2002 Plan. This rate, while it provides room for growth in the 2002 Plan, is a rate which the Company believes it can reasonably sustain, minimizing the risk to stockholders that the option reserve grows faster than the Company itself. The twenty percent (20%) limitation discussed above further protects shareholders by capping the size of the 2002 Plan in relation to the Company’s other securities.

This excerpt taken from the AVII DEF 14A filed Apr 18, 2006.

Equity Compensation Plan Information

Plan Category

 

 

 

Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights


(a)

 

Weighted-average exercise
price of outstanding
options, warrants and rights


(b)

 

Number of securities
remaining available for
future issuance under equity
compensation plans
(excluding securities
reflected in column (a))


(c)(1)(2)

 

Equity compensation plans approved by security holders

 

 

3,695,509

 

 

 

$

4.74

 

 

 

1,809,863

 

 

Equity compensation plans not approved by security holders

 

 

-0-

 

 

 

 

 

 

-0-

 

 

Total

 

 

3,695,509

 

 

 

$

4.74

 

 

 

1,809,863

 

 


(1)          Under the Employee Stock Purchase Plan, the Company is authorized to sell up to 250,000 shares of common stock to its full-time employees, nearly all of whom are eligible to participate. As of December 31, 2005, employees elected to purchase a total of 210,193 shares of the Company’s common stock and 39,807 shares remained available to purchase. The Company is proposing to increase the number of shares available for issuance under this plan by 250,000 shares. See, “Proposal to Increase the Reserve of Shares under the 2000 Employee Stock Purchase Plan.”

(2)          Under the Company’s 2002 Equity Incentive Plan (the “2002 Plan”), the number of shares reserved for issuance increases by an amount equal to two percent (2%) of the total number of shares outstanding on the last trading day of the immediately preceding fiscal year; provided, however, the number of then outstanding options under the Company’s stock option plans and stock purchase plans, together with options that may be issued under the Company’s stock option plans may not exceed twenty percent (20%) of the outstanding voting shares of capital stock of the Company, together with outstanding stock options and options available for future grant under the Company’s stock option plans.

This excerpt taken from the AVII 10-K filed Mar 16, 2006.

Equity Compensation Plan Information

 

Plan category

 

Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights
(a)

 

Weighted-average
exercise price of
outstanding
options, warrants
and rights
(b)

 

Number of
securities
remaining
available for future
issuance under
equity
compensation
plans (excluding
securities
reflected in
column (a))
(c)

 

Equity compensation plans approved by security holders

 

3,695,509

 

$

4.74

 

1,809,863

 

Equity compensation plans not approved by security holders

 

-0-

 

 

-0-

 

Total

 

3,695,509

 

$

4.74

 

1,809,863

 

 

The number of securities remaining available for future issuance under equity compensation plans includes shares from the Company’s 2002 Equity Incentive Plan (the “2002 Plan”). The number of shares reserved for issuance will be increased by an automatic annual share increase pursuant to which the number of shares available for issuance under the 2002 Plan will automatically increase on the first trading day of each fiscal year (the “First Trading Day”), beginning with the 2003 fiscal year and continuing through the fiscal year 2011, by an amount equal to two percent (2%) of the total number of shares outstanding on the last trading day of the immediately preceding fiscal year; such increases being subject to the limitation in the next sentence. The 2002 Plan provides that, following any such adjustment, the number of then outstanding options under the Company’s stock option plans and stock purchase plans, together with options in the reserve then available for future grant under the Company’s stock option plans, shall not exceed twenty percent (20%) of the then outstanding voting shares of capital stock of the Company, together with all then actually outstanding stock options under the Company’s stock option plans, together with all shares in the reserve then available for future grant under the Company’s stock option and stock purchase plans. This automatic share increase feature is designed to assure that a sufficient reserve of Common Stock remains available for the duration of the 2002 Plan to attract and retain the services of key individuals essential to the Company’s long-term growth and success. This feature is also designed to eliminate the uncertainty inherent in seeking an individual increase to the reserve each year as to what number of shares will be available in the reserve for option grants. Creating a certain rate of growth under the 2002 Plan will assist the Company as it makes strategic personnel decisions in an effort to expand its growth, as the Company will know the approximate number of shares that will become available for issuance under the 2002 Plan. At the same time, the Company has attempted to minimize the dilutive effect that the issuance of Common Stock upon the exercise of options can have on stockholders’ percentage of ownership in the Company by

 

20



 

adopting only a 2% growth rate for the 2002 Plan. This rate, while it provides room for growth in the 2002 Plan, is a rate which the Company believes it can reasonably sustain, minimizing the risk to stockholders that the option reserve grows faster than the Company itself. The twenty percent (20%) limitation discussed above further protects shareholders by capping the size of the 2002 Plan in relation to the Company’s other securities.

 

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