This excerpt taken from the ARB DEF 14A filed Apr 3, 2008.
APPROVAL OF 2008 EQUITY COMPENSATION PLAN
On February 21, 2008, our Board of Directors, upon the recommendation of the Compensation and Human Resources Committee adopted, subject to stockholder approval, the 2008 Equity Compensation Plan (the 2008 Plan). Up to 2,500,000 shares of common stock (subject to adjustment in the event of stock splits and other similar events) may be issued pursuant to awards granted under the 2008 Plan, of which 2,500,000 may be used for incentive stock options.
The 2008 Plan is intended to replace the Companys 1999 Stock Incentive Plan (the 1999 Plan), which expires by its terms at midnight on February 2, 2009 and the Companys 2001 Broad Based Stock Incentive Plan (the 2001 Plan), which expires by its terms at midnight on March 29, 2011. As of March 21, 2008,
options to purchase an aggregate of approximately 1,932,136 shares of common stock were outstanding under the 1999 Plan and 2001 Plan and approximately 227,265 and approximately 1,703 shares were reserved for future awards under the 1999 Plan and 2001 Plan, respectively. Upon the expiration of the 1999 Plan on February 2, 2009, all then outstanding awards will remain in effect, but no additional awards may be made under the 1999 Plan. Upon the earlier to occur of awards covering 1,703 shares of common stock and expiration of the 2001 Plan on March 29, 2011, all then outstanding options will remain in effect, but no additional awards may be made under the 2001 Plan.
The Board of Directors believes that the future success of the Company depends, in large part, upon the ability of the Company to maintain a competitive position in attracting, retaining, and motivating key personnel. Accordingly, the Board of Directors believes adoption of the 2008 Plan is in the best interests of the Company and its stockholders and recommends a vote FOR the approval of the 2008 Plan and the reservation of 2,500,000 shares of common stock for issuance thereunder.