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EYE » Topics » Compensation Committee Interlocks and Insider Participation

These excerpts taken from the EYE 10-K filed Feb 24, 2009.

Compensation Committee Interlocks and Insider Participation

No member of the organization, compensation and corporate governance committee is a current or former officer or employee of the Company or any of its subsidiaries. None of the Company’s executive officers serve on the board of directors or compensation committee of any entity that has one or more executive officers serving as members of the board of directors or organization, compensation and corporate governance committee.

 

145

Table of Contents
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Compensation Committee Interlocks and Insider Participation

STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">No member of the organization, compensation and corporate governance committee is a current or former officer or employee of the Company or any of its
subsidiaries. None of the Company’s executive officers serve on the board of directors or compensation committee of any entity that has one or more executive officers serving as members of the board of directors or organization, compensation
and corporate governance committee.

 


145






Table of Contents






Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
STYLE="margin-top:6px;margin-bottom:0px">Equity Compensation Plans Approved by Stockholders

At
the time of our spin-off in 2002, all of our equity compensation plans were approved by Allergan, Inc., as our sole stockholder, and our public stockholders also approved the 2002 Incentive Compensation Plan at the 2003 Annual Meeting of
Stockholders. Subsequent to our spin-off, all new equity compensation plans and all material equity compensation plan amendments have been approved by our stockholders. With our May 2005 acquisition of VISX, Incorporated, we assumed several equity
compensation plans. One such VISX plan with options outstanding at year end had not been approved by the VISX stockholders, but no further Shares are available for grant under this plan. With our April 2007 acquisition of IntraLase, we assumed their
stock incentive plan, which was approved by IntraLase stockholders in 2004 and by our stockholders in May 2008.

The following table sets
forth, for each of our equity compensation plans, the number of outstanding option grants and the number of Shares remaining available for issuance as of the end of fiscal 2008.

ALIGN="center">Equity Compensation Plan Information

 




















































Category of Plan

  Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options (#)(1)		  Weighted Average
Exercise Price of
Outstanding
Options ($)		  Number of
Securities
Remaining
Available for
Future Issuance
Under Equity
Compensation
Plans
(#)(2)

Equity Compensation Plans Approved by Security Holders

  7,466,375  25.38  3,960,881

Equity Compensation Plans Not Approved by Security Holders(3)

  115,260  21.64  —  
        

Total

  7,581,635  25.32  3,960,881

 





(1)Includes options which remain outstanding under our equity incentive plans, 659,440 of which were issued upon conversion of Allergan, Inc. stock options as a consequence of our
spin-off in 2002 and were outstanding at year-end, and 1,107,794 of which were issued upon conversion of VISX, Incorporated stock options upon completion of our acquisition of VISX in 2005 and were outstanding at year-end. Does not include an
aggregate of 1,047,672 Shares of restricted stock and restricted stock units issued under our plans.




(2)Includes 1,093,590 Shares currently authorized for issuance, in the aggregate, under our 2002 Employee Stock Purchase Plan, as amended, and under our 2002 International Stock
Purchase Plan, as amended. As amended in 2005, these plans contain evergreen features which provide that each year on November 1 (through November 1, 2014), the number of authorized Shares (for both plans, on an aggregate basis) increases
by the lesser of 400,000 Shares or 1% of our Shares outstanding. Also includes 141,533 Shares authorized for issuance under our Irish Savings Related Share Option Scheme and 150,000 Shares authorized for issuance under our AMO (Ireland) Share
Participation Scheme. All of such Shares have been registered with the SEC. Does not include an aggregate of 1,047,672 Shares of restricted stock and restricted stock units issued under our plans.




(3)The VISX, Incorporated 2001 Nonstatutory Stock Option Plan, under which stock options remain outstanding, had not been approved by the stockholders of VISX prior to our acquisition
of VISX, Incorporated in May 2005.

Compensation Committee Interlocks and Insider Participation

STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">No member of the organization, compensation and corporate governance committee is a current or former officer or employee of the Company or any of its
subsidiaries. None of the Company’s executive officers serve on the board of directors or compensation committee of any entity that has one or more executive officers serving as members of the board of directors or organization, compensation
and corporate governance committee.

 


145






Table of Contents






Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
STYLE="margin-top:6px;margin-bottom:0px">Equity Compensation Plans Approved by Stockholders

At
the time of our spin-off in 2002, all of our equity compensation plans were approved by Allergan, Inc., as our sole stockholder, and our public stockholders also approved the 2002 Incentive Compensation Plan at the 2003 Annual Meeting of
Stockholders. Subsequent to our spin-off, all new equity compensation plans and all material equity compensation plan amendments have been approved by our stockholders. With our May 2005 acquisition of VISX, Incorporated, we assumed several equity
compensation plans. One such VISX plan with options outstanding at year end had not been approved by the VISX stockholders, but no further Shares are available for grant under this plan. With our April 2007 acquisition of IntraLase, we assumed their
stock incentive plan, which was approved by IntraLase stockholders in 2004 and by our stockholders in May 2008.

The following table sets
forth, for each of our equity compensation plans, the number of outstanding option grants and the number of Shares remaining available for issuance as of the end of fiscal 2008.

ALIGN="center">Equity Compensation Plan Information

 




















































Category of Plan

  Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options (#)(1)		  Weighted Average
Exercise Price of
Outstanding
Options ($)		  Number of
Securities
Remaining
Available for
Future Issuance
Under Equity
Compensation
Plans
(#)(2)

Equity Compensation Plans Approved by Security Holders

  7,466,375  25.38  3,960,881

Equity Compensation Plans Not Approved by Security Holders(3)

  115,260  21.64  —  
        

Total

  7,581,635  25.32  3,960,881

 





(1)Includes options which remain outstanding under our equity incentive plans, 659,440 of which were issued upon conversion of Allergan, Inc. stock options as a consequence of our
spin-off in 2002 and were outstanding at year-end, and 1,107,794 of which were issued upon conversion of VISX, Incorporated stock options upon completion of our acquisition of VISX in 2005 and were outstanding at year-end. Does not include an
aggregate of 1,047,672 Shares of restricted stock and restricted stock units issued under our plans.




(2)Includes 1,093,590 Shares currently authorized for issuance, in the aggregate, under our 2002 Employee Stock Purchase Plan, as amended, and under our 2002 International Stock
Purchase Plan, as amended. As amended in 2005, these plans contain evergreen features which provide that each year on November 1 (through November 1, 2014), the number of authorized Shares (for both plans, on an aggregate basis) increases
by the lesser of 400,000 Shares or 1% of our Shares outstanding. Also includes 141,533 Shares authorized for issuance under our Irish Savings Related Share Option Scheme and 150,000 Shares authorized for issuance under our AMO (Ireland) Share
Participation Scheme. All of such Shares have been registered with the SEC. Does not include an aggregate of 1,047,672 Shares of restricted stock and restricted stock units issued under our plans.




(3)The VISX, Incorporated 2001 Nonstatutory Stock Option Plan, under which stock options remain outstanding, had not been approved by the stockholders of VISX prior to our acquisition
of VISX, Incorporated in May 2005.
This excerpt taken from the EYE DEF 14A filed Apr 25, 2008.

Compensation Committee Interlocks and Insider Participation

No member of our Organization, Compensation and Corporate Governance Committee is a current or former officer or employee of AMO or any of our subsidiaries. None of our executive officers serve on the board of directors or compensation committee of any entity that has one or more executive officers serving as members of our board of directors or Organization, Compensation and Corporate Governance Committee.

This excerpt taken from the EYE DEF 14A filed Apr 17, 2007.

Compensation Committee Interlocks and Insider Participation

No member of our Organization, Compensation and Corporate Governance Committee is a current or former officer or employee of AMO or any of our subsidiaries. None of our executive officers serve on the board of directors or compensation committee of any entity that has one or more executive officers serving as members of our board of directors or Organization, Compensation and Corporate Governance Committee.

This excerpt taken from the EYE DEF 14A filed Apr 20, 2006.
Compensation Committee Interlocks and Insider Participation

No member of our Organization, Compensation and Corporate Governance Committee is a current or former officer or employee of AMO or any of our subsidiaries. None of our executive officers serve on the board of directors or compensation committee of any entity that has one or more executive officers serving as members of our board of directors or Organization, Compensation and Corporate Governance Committee.

EXCERPTS ON THIS PAGE:

10-K (3 sections)
Feb 24, 2009
DEF 14A
Apr 25, 2008
DEF 14A
Apr 17, 2007
DEF 14A
Apr 20, 2006

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