This excerpt taken from the BTH DEF 14A filed Apr 21, 2008.
As of January 31, 2008, the 2003 Plan authorized the grant of awards to officers, employees and non-employee directors to purchase or acquire an aggregate of 4,081,793 shares of common stock, 3,691,173 of which remain available for future awards. As of January 31, 2008, 371,620 shares were subject to outstanding awards and 19,000 shares had already been issued pursuant to awards under the 2003 Plan. The market value of such 3,691,173 shares, based upon the closing trade price on April 15, 2008, which was $17.86 per share, is approximately $65.9 million. If any award (other than an award of restricted stock) expires or is terminated without having been exercised or vested in full, the common stock subject to such award will be available for subsequent grants under the 2003 Plan. In addition, if any option is exercised by tendering shares or if any withholding taxes arising from any option or other award are satisfied by tendering or withholding shares of common stock, the shares so tendered or withheld will be available for subsequent grants under the 2003 Plan. Pursuant to the terms of the 2003 Plan, shares underlying options that were forfeited under our 1994 option plans were added to the number of shares authorized under the 2003 Plan. For clarification, our 1994 option plans were terminated in connection with the implementation of the 2003 Plan. However, many options that had been granted before we terminated these plans remain outstanding. The number of authorized shares listed above reflects these additions through January 31, 2008. Under the 2003 Plan as amended and restated, we will no longer increase the number of authorized shares to reflect forfeitures under our 1994 option plans. Shares subject to awards under the 2003 Plan may consist of unissued shares, treasury shares or shares purchased in the open market or otherwise.
The maximum number of shares with respect to which options and/or stock appreciation rights may be granted to any participant in any three-year period is 500,000. The maximum number of shares
that may be granted to any participant as restricted stock or performance shares that are denominated in shares in any three-year period is 250,000. The maximum dollar value payable to any participant with respect to any performance units and/or other awards that are valued with reference to property other than shares in any performance period is $2.0 million times the number of years in such performance period.
In the event of a stock split, stock dividend or other change in our capitalization or an extraordinary corporate transaction, the compensation committee will make equitable adjustments to reflect such change or transaction in (i) the aggregate number and kind of shares reserved for issuance of awards under the 2003 Plan (including specific limits applicable to certain types of awards and the limits on awards to any participant in any specific period) and (ii) the awards outstanding under the 2003 Plan.
The 2003 Plan will terminate on June 4, 2013, but such termination will not affect awards previously granted under the 2003 Plan.
The 2003 Plan is administered by the compensation committee. However, any action specifically affecting an award to a non-employee director must be approved by the full board of directors. Subject to the terms of the 2003 Plan, the compensation committee has the sole authority to determine questions arising under, and to adopt rules for the administration of, the 2003 Plan.
Awards granted under the 2003 Plan generally may not be transferred while any vesting or restriction period is in place, except in the event of the participant's death. During a participant's lifetime, an award may only be exercised by the participant or, in some cases, by the participant's guardian or legal representative. In certain instances, the compensation committee may permit transfers of awards to family members of a participant. With respect to options granted under the 2003 Plan, an option holder may pay the exercise price with cash or, unless otherwise determined by the compensation committee, through a broker-assisted cashless exercise procedure. In addition, if approved by the compensation committee, an option holder may pay the exercise price with previously acquired shares that the option holder has held for at least six months or by having us withhold a number of shares with a value equal to the aggregate exercise price.