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This excerpt taken from the ACLS DEF 14A filed Mar 30, 2007. 2006
Equity Awards. All non-employee directors of
Axcelis receive an automatic initial stock option grants under our 2000 Stock
Plan for 40,000 shares upon initial election to the Board. These non-employee
director options have an exercise price equal to the closing price of our
common stock on the grant date and are fully exercisable on the 181st day after the date the option is granted,
provided the optionee is still a director on that date. The options have a term
of ten years from the date of grant. Kirk Pond received an initial stock option
grant upon his election to the Board in February 2006, but it was
forfeited prior to vesting on his resignation from the Board later that month. Mr. Wild
received such an initial stock option grant upon his election to the Board in November 2006.
Also, effective July 3, 2006, the Compensation Committee approved the issuance under the 2000 Stock Plan of 8,333 shares of restricted stock to each of the non-employee directors elected in years prior to 2006. The number of restricted shares granted to each director had a value equal to $50,000, based on the closing price on the date of grant. These restricted stock grants became fully vested on the 181st day after the date of grant if the director remained in service on that date. Long term ownership of equity awards by directors is encouraged through the Company’s director stock ownership guidelines, which provide that non-employee directors should own a minimum of 20,000 shares of Axcelis common stock. This level was set to create meaningful investments by directors in shares of the Company, so that their interest in the value of the Company’s stock was not limited to stock price appreciation via options without a downside. The chart below shows compensation paid to all directors who served the Company during 2006 (both Mr. Cutler and Mr. Pond resigned during 2006): |
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