ACI » Topics » Stock Repurchase Plan

This excerpt taken from the ACI 10-K filed Mar 1, 2010.
Stock Repurchase Plan
 
In September 2006, the Company’s Board of Directors authorized a share repurchase program, for the purchase of up to 14,000,000 shares of the Company’s common stock. At December 31, 2009, 10,925,800 shares of common stock were available for repurchase under the plan. During 2008, the Company repurchased 1,511,800 shares of its common stock under the repurchase program at an average cost of $35.62 per share. Future repurchases under the plan will be made at management’s discretion and will depend on market conditions and other factors. There were no purchases made under the plan during 2009 or 2007.
 
16.   Stockholder Rights Plan
 
Under a stockholder rights plan, preferred share purchase rights (“Preferred Purchase Rights”) entitle their holders to purchase two hundredths of a share of a series of junior participating preferred stock at an exercise price of $42 per share. The Preferred Purchase Rights are exercisable only when a person or group (an “Acquiring Person”) acquires 20% or more of the Company’s common stock or if a tender or exchange offer is announced which would result in ownership by a person or group of 20% or more of the Company’s common stock. In certain circumstances, the Preferred Purchase Rights allow the holder (except for the Acquiring Person) to purchase the Company’s common stock or voting stock of the Acquiring Person at a discount. The Board of Directors has the option to allow some or all holders (except for the Acquiring Person) to exchange their rights for Company common stock. The rights will expire on March 20, 2010, subject to earlier redemption or exchange by the Company as described in the plan.
 
17.   Stock Based Compensation and Other Incentive Plans
 
Under the Company’s Stock Incentive Plan (the “Incentive Plan”), 18,000,000 shares of the Company’s common stock are reserved for awards to officers and other selected key management employees of the


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
Company. The Incentive Plan provides the Board of Directors with the flexibility to grant stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance stock or units, merit awards, phantom stock awards and rights to acquire stock through purchase under a stock purchase program (“Awards”). Awards the Board of Directors elects to pay out in cash do not count against the 18,000,000 shares authorized in the Incentive Plan. The Incentive Plan calls for the adjustment of shares awarded under the plan in the event of a split.
 
As of December 31, 2009, the Company had stock options, restricted stock and restricted stock units outstanding under the Incentive Plan.
 
These excerpts taken from the ACI 10-K filed Feb 27, 2009.
Stock Repurchase Plan
 
In September 2006, the Company’s Board of Directors authorized a share repurchase program, for the purchase of up to 14,000,000 shares of the Company’s common stock. At December 31, 2008, 10,925,800 shares of common stock were available for repurchase under the plan. During 2008, the Company repurchased 1,511,800 shares of its common stock under the repurchase program at an average cost of $35.62 per share. During 2006, the Company purchased and retired 1,562,400 shares of common stock for $43.9 million at an average cost of $28.08 per share. Future repurchases under the plan will be made at management’s discretion and will depend on market conditions and other factors. During 2006, 168,400 treasury shares that were purchased prior to the current program were contributed to the pension plans. There were no purchases made under the plan during 2007.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
15.   Stockholder Rights Plan
 
Under a stockholder rights plan, preferred share purchase rights (“Preferred Purchase Rights”) entitle their holders to purchase two hundredths of a share of a series of junior participating preferred stock at an exercise price of $42 per share. The Preferred Purchase Rights are exercisable only when a person or group (an “Acquiring Person”) acquires 20% or more of the Company’s common stock or if a tender or exchange offer is announced which would result in ownership by a person or group of 20% or more of the Company’s common stock. In certain circumstances, the Preferred Purchase Rights allow the holder (except for the Acquiring Person) to purchase the Company’s common stock or voting stock of the Acquiring Person at a discount. The Board of Directors has the option to allow some or all holders (except for the Acquiring Person) to exchange their rights for Company common stock. The rights will expire on March 20, 2010, subject to earlier redemption or exchange by the Company as described in the plan.
 
16.   Stock Based Compensation and Other Incentive Plans
 
Under the Company’s Stock Incentive Plan (the “Incentive Plan”), 18,000,000 shares of the Company’s common stock are reserved for awards to officers and other selected key management employees of the Company. The Incentive Plan provides the Board of Directors with the flexibility to grant stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance stock or units, merit awards, phantom stock awards and rights to acquire stock through purchase under a stock purchase program (“Awards”). Awards the Board of Directors elects to pay out in cash do not count against the 18,000,000 shares authorized in the Incentive Plan. The Incentive Plan calls for the adjustment of shares awarded under the plan in the event of a split.
 
As of December 31, 2008, the Company had stock options, restricted stock and restricted stock units outstanding under the Incentive Plan.
 
Stock
Repurchase Plan



 



In September 2006, the Company’s Board of Directors
authorized a share repurchase program, for the purchase of up to
14,000,000 shares of the Company’s common stock. At
December 31, 2008, 10,925,800 shares of common stock
were available for repurchase under the plan. During 2008, the
Company repurchased 1,511,800 shares of its common stock
under the repurchase program at an average cost of $35.62 per
share. During 2006, the Company purchased and retired
1,562,400 shares of common stock for $43.9 million at
an average cost of $28.08 per share. Future repurchases under
the plan will be made at management’s discretion and will
depend on market conditions and other factors. During 2006,
168,400 treasury shares that were purchased prior to the current
program were contributed to the pension plans. There were no
purchases made under the plan during 2007.





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Table of Contents





 




NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)


 















15.  

Stockholder
Rights Plan



 



Under a stockholder rights plan, preferred share purchase rights
(“Preferred Purchase Rights”) entitle their holders to
purchase two hundredths of a share of a series of junior
participating preferred stock at an exercise price of $42 per
share. The Preferred Purchase Rights are exercisable only when a
person or group (an “Acquiring Person”) acquires 20%
or more of the Company’s common stock or if a tender or
exchange offer is announced which would result in ownership by a
person or group of 20% or more of the Company’s common
stock. In certain circumstances, the Preferred Purchase Rights
allow the holder (except for the Acquiring Person) to purchase
the Company’s common stock or voting stock of the Acquiring
Person at a discount. The Board of Directors has the option to
allow some or all holders (except for the Acquiring Person) to
exchange their rights for Company common stock. The rights will
expire on March 20, 2010, subject to earlier redemption or
exchange by the Company as described in the plan.


 















16.  

Stock
Based Compensation and Other Incentive Plans



 



Under the Company’s Stock Incentive Plan (the
“Incentive Plan”), 18,000,000 shares of the
Company’s common stock are reserved for awards to officers
and other selected key management employees of the Company. The
Incentive Plan provides the Board of Directors with the
flexibility to grant stock options, stock appreciation rights,
restricted stock awards, restricted stock units, performance
stock or units, merit awards, phantom stock awards and rights to
acquire stock through purchase under a stock purchase program
(“Awards”). Awards the Board of Directors elects to
pay out in cash do not count against the 18,000,000 shares
authorized in the Incentive Plan. The Incentive Plan calls for
the adjustment of shares awarded under the plan in the event of
a split.


 



As of December 31, 2008, the Company had stock options,
restricted stock and restricted stock units outstanding under
the Incentive Plan.


 




These excerpts taken from the ACI 10-K filed Feb 29, 2008.
Stock Repurchase Plan
 
In September 2006, the Company’s Board of Directors authorized a share repurchase program, replacing a program that had been adopted in 2001, for the purchase of up to 14,000,000 shares of the Company’s


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Table of Contents

 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
 
common stock. At December 31, 2007, 12,437,600 million shares of common stock were available for repurchase under the plan. No purchases were made under the plan during 2007. During 2006, the Company purchased and retired 1,562,400 shares of common stock for $43.9 million at an average cost of $28.08 per share. Future repurchases under the plan will be made at management’s discretion and will depend on market conditions and other factors. During 2006 and 2005, 168,400 and 546,000 treasury shares, respectively, that were purchased under the former plan were contributed to the pension plans.
 
15.   Stockholder Rights Plan
 
Under a stockholder rights plan, preferred share purchase rights (“Preferred Purchase Rights”) entitle their holders to purchase two hundredths of a share of a series of junior participating preferred stock at an exercise price of $42 per share. The Preferred Purchase Rights are exercisable only when a person or group (an “Acquiring Person”) acquires 20% or more of the Company’s common stock or if a tender or exchange offer is announced which would result in ownership by a person or group of 20% or more of the Company’s common stock. In certain circumstances, the Preferred Purchase Rights allow the holder (except for the Acquiring Person) to purchase the Company’s common stock or voting stock of the Acquiring Person at a discount. The Board of Directors has the option to allow some or all holders (except for the Acquiring Person) to exchange their rights for Company common stock. The rights will expire on March 20, 2010, subject to earlier redemption or exchange by the Company as described in the plan.
 
16.   Stock Based Compensation and Other Incentive Plans
 
The Company’s Stock Incentive Plan (the “Incentive Plan”) reserved 18,000,000 shares of the Company’s common stock for awards to officers and other selected key management employees of the Company. The Incentive Plan provides the Board of Directors with the flexibility to grant stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance stock or units, merit awards, phantom stock awards and rights to acquire stock through purchase under a stock purchase program (“Awards”). Awards the Board of Directors elects to pay out in cash do not count against the 18,000,000 shares authorized in the Incentive Plan. The Incentive Plan calls for the adjustment of shares awarded under the plan in the event of a split.
 
As of December 31, 2007, the Company had stock options, restricted stock, restricted stock units and performance contingent phantom stock awards outstanding under the Incentive Plan.
 
Stock
Repurchase Plan



 



In September 2006, the Company’s Board of Directors
authorized a share repurchase program, replacing a program that
had been adopted in 2001, for the purchase of up to
14,000,000 shares of the Company’s





F-29





Table of Contents





 




NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS — (Continued)


 



common stock. At December 31, 2007, 12,437,600 million
shares of common stock were available for repurchase under the
plan. No purchases were made under the plan during 2007. During
2006, the Company purchased and retired 1,562,400 shares of
common stock for $43.9 million at an average cost of $28.08
per share. Future repurchases under the plan will be made at
management’s discretion and will depend on market
conditions and other factors. During 2006 and 2005, 168,400 and
546,000 treasury shares, respectively, that were purchased under
the former plan were contributed to the pension plans.


 















15.  

Stockholder
Rights Plan



 



Under a stockholder rights plan, preferred share purchase rights
(“Preferred Purchase Rights”) entitle their holders to
purchase two hundredths of a share of a series of junior
participating preferred stock at an exercise price of $42 per
share. The Preferred Purchase Rights are exercisable only when a
person or group (an “Acquiring Person”) acquires 20%
or more of the Company’s common stock or if a tender or
exchange offer is announced which would result in ownership by a
person or group of 20% or more of the Company’s common
stock. In certain circumstances, the Preferred Purchase Rights
allow the holder (except for the Acquiring Person) to purchase
the Company’s common stock or voting stock of the Acquiring
Person at a discount. The Board of Directors has the option to
allow some or all holders (except for the Acquiring Person) to
exchange their rights for Company common stock. The rights will
expire on March 20, 2010, subject to earlier redemption or
exchange by the Company as described in the plan.


 















16.  

Stock
Based Compensation and Other Incentive Plans



 



The Company’s Stock Incentive Plan (the “Incentive
Plan”) reserved 18,000,000 shares of the
Company’s common stock for awards to officers and other
selected key management employees of the Company. The Incentive
Plan provides the Board of Directors with the flexibility to
grant stock options, stock appreciation rights, restricted stock
awards, restricted stock units, performance stock or units,
merit awards, phantom stock awards and rights to acquire stock
through purchase under a stock purchase program
(“Awards”). Awards the Board of Directors elects to
pay out in cash do not count against the 18,000,000 shares
authorized in the Incentive Plan. The Incentive Plan calls for
the adjustment of shares awarded under the plan in the event of
a split.


 



As of December 31, 2007, the Company had stock options,
restricted stock, restricted stock units and performance
contingent phantom stock awards outstanding under the Incentive
Plan.


 




This excerpt taken from the ACI 10-K filed Mar 1, 2007.
Stock Repurchase Plan
      In September 2006, the Company’s Board of Directors authorized a share repurchase program, replacing a program that had been adopted in 2001, for the purchase of up to 14,000,000 shares of the Company’s common stock. At December 31, 2006, 12,437,600 million shares of common stock were available for repurchase under the plan. During 2006, the Company purchased 1,562,400 shares of common stock for $43.9 million at an average cost of $28.08 per share. The repurchased shares were retired on December 18, 2006. Future repurchases under the plan will be made at management’s discretion and will depend on market conditions and other factors. During 2006 and 2005, 168,400 and 546,000 treasury shares, respectively that were purchased under the former plan were contributed to the pension plans.
16. Stockholder Rights Plan
      Under a stockholder rights plan, preferred share purchase rights (“Preferred Purchase Rights”) entitle their holders to purchase two hundredths of a share of a series of junior participating preferred stock at an exercise price of $42. The Preferred Purchase Rights are exercisable only when a person or group (an “Acquiring Person”) acquires 20% or more of the Company’s common stock or if a tender or exchange offer is announced which would result in ownership by a person or group of 20% or more of the Company’s common stock. In certain circumstances, the Preferred Purchase Rights allow the holder (except for the Acquiring Person) to purchase the Company’s common stock or voting stock of the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Acquiring Person at a discount. The Board of Directors has the option to allow some or all holders (except for the Acquiring Person) to exchange their rights for Company common stock. The rights will expire on March 20, 2010, subject to earlier redemption or exchange by the Company as described in the plan.
17. Stock Based Compensation and Other Incentive Plans
      The Company’s Stock Incentive Plan (the “Incentive Plan”) reserved 18,000,000 shares of the Company’s common stock for awards to officers and other selected key management employees of the Company. The Incentive Plan provides the Board of Directors with the flexibility to grant stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance stock or units, merit awards, phantom stock awards and rights to acquire stock through purchase under a stock purchase program (“Awards”). Awards the Board of Directors elects to pay out in cash do not count against the 18,000,000 shares authorized in the Incentive Plan. The Incentive Plan calls for the adjustment of shares awarded under the plan in the event of a split.
      As of December 31, 2006, the Company had stock options, restricted stock, restricted stock units and price contingent stock awards outstanding under the Incentive Plan.

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