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This excerpt taken from the AMS DEF 14A filed Apr 30, 2009. Directors’
Equity Grants
Under the 2006 Stock Incentive Plan (the “2006 Stock
Plan”), each individual who first becomes a non-employee
director will, at the time of his or her election to the board,
receive an option grant to purchase a specified number of shares
of our common stock and a restricted stock unit award covering
an additional number of shares of our common stock, provided
that such individual has not previously been in the employ of
the Company or any of its parents or subsidiaries. The specific
number of shares subject to the initial award will be determined
by the Compensation Committee of our Board of Directors, but
will not exceed 10,000 shares for the option component or
3,000 shares for the restricted stock unit component. In
addition, on the date of each Annual Shareholders Meeting, each
individual who will continue to serve as a non-employee director
will automatically be granted an option to purchase a specified
number of shares of our common stock and a restricted stock unit
award covering an additional number of shares of our common
stock, provided such individual has served as a non-employee
director for at least six months. The specific number of shares
subject to the annual award will be determined by the
Compensation Committee of our Board of Directors, but will not
exceed 3,000 shares for the option component or
750 shares for the restricted stock unit component. There
will be no limit on the number of such annual awards any one
eligible non-employee director may receive over his or her
period of continued service on the Board of Directors, and
non-employee directors who have previously been in the
Company’s employ will be eligible to receive one or more
such
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annual awards over their period of service on the Board of
Directors. Each initial stock option and restricted stock unit
award will vest in four equal annual installments upon the
individual’s completion of each year of service. Each
annual stock option and restricted stock award will vest in one
installment upon the individual’s completion of one year of
board service.
On the day of the 2008 Annual Meeting, non-employee Board
members Mr. Robison, Mr. Ruffle and Mr. Trotman
each received an option to purchase 2,000 shares of the
Company’s common stock at an exercise price of $2.30 per
share, the fair market value of the Company’s common stock
on that date, and a grant of 500 restricted stock units pursuant
to the terms of the 2006 Plan.
On the day of the 2009 Annual Meeting, upon re-election to the
Board, non-employee Board members Mr. Robison,
Mr. Ruffle and Mr. Trotman will each receive an option
to purchase 2,000 shares of the Company’s common stock
at an exercise price per share equal to the fair market value of
the Company’s common stock on the date of the Annual
Meeting, and a grant of 500 restricted stock units pursuant to
the terms of the 2006 Plan.
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