CYBS » Topics » Equity Compensation Plan Information

This excerpt taken from the CYBS DEF 14A filed Mar 31, 2009.

Equity Compensation Plan Information

     The following table provides information about our common stock that may be issued upon the exercise of options, warrants and rights under all of our existing equity compensation plans as of December 31, 2008, including the 1999 Stock Option Plan, the 1999 Non-Qualified Stock Option Plan, the 1999 Employee Stock Purchase Plan, and the option agreements assumed by us in connection with the acquisition of PaylinX Corporation

(a) (b) (c)
Number of securities to be Weighted-average Number of securities remaining
issued upon exercise of exercise price of available for future issuance
outstanding options, outstanding under equity compensation plans
warrants, and rights options, warrants, (excluding securities reflected in
Plan Category and rights column (a))
Equity compensation plans 7,201,876 $9.77 2,797,247
approved by security holders (1)  
Equity compensation plans not 1,623,620 $10.04 135,636
approved by security holders (2)(3)
Total 8,825,496 $9.82 2,932,883

(1) Represents shares of our common stock issuable pursuant to our 1999 Stock Option Plan, as amended, and the 1999 Employee Stock Purchase Plan.
 
      The 1999 Stock Option Plan (the “1999 Plan”) was originally adopted by our Board of Directors in January 1999 and was approved by the stockholders in January 1999. Subsequent amendments to the 1999 Plan increasing the number of shares authorized for issuance under the 1999 Plan in April 2000, July 2000, May 2004 and October 2007 were approved by our Board of Directors and the stockholders. The 1999 Plan is administered by our Compensation Committee. Options granted pursuant to the 1999 Plan generally vest as follows: (i) options granted upon hire generally vest at a rate of 25% of the shares underlying the option after one year and the remaining shares vest monthly over the following 36 months, (ii) subsequent options, awarded after an employee has been employed by us for one year, typically vest monthly over 48 months, or (iii) as otherwise determined by our Compensation Committee. Stock options expire no later than 10 years after the date of grant, and may expire earlier at the discretion of our Compensation Committee. As of December 31, 2008, there were options outstanding to purchase 7,201,876 shares of our common stock under the 1999 Plan at a weighted average exercise price of $9.773116 per share and 2,664,987 shares were available for future issuance.
 
The 1999 Employee Stock Purchase Plan (the “1999 ESPP”) was originally adopted by our Board of Directors and approved by the stockholders in June 1999. A subsequent amendment to the 1999 ESPP increasing the number of shares authorized for issuance under the 1999 ESPP in May 2004 was approved by our Board of Directors and the stockholders. The purpose of the 1999 ESPP is to provide our employees who participate in the plan with an opportunity to purchase shares of our common stock through payroll deductions. The 1999 ESPP, and the right of participants to make purchases thereunder, is intended to qualify under the provisions of Sections 421 and 423 of the Internal Revenue Code of 1986, as amended. The 1999 ESPP is implemented by six-month offer periods with purchase dates within those offer periods every six-months. Our Board of Directors may alter the duration of the offering periods without stockholder approval. Until August 1, 2005, the price per share at which shares were sold under the 1999 ESPP was equal to the lower of (i) 85% of the fair market value of our common stock on the date of commencement of the six-month offering period, or (ii) 85% of the fair market value of our common stock on the date of purchase. On July 19, 2005, the 1999 ESPP was amended to provide that the purchase price for shares of our common stock under the 1999 ESPP shall be 95% of the fair market value of our common stock on the applicable exercise date, effective for offer periods commencing on August 1, 2005. The fair market value of our common stock on a given date is determined based upon the last sale price of our common stock on the Nasdaq Global Select Market as of the last market trading day prior to the time of the determination. The purchase price of the shares is accumulated by payroll deductions during the offering period. The deductions may not exceed the lesser of (i) 10% of a participant’s eligible compensation, which is defined in the 1999 ESPP to include the regular straight time gross salary in effect at the beginning of the offering period, exclusive of any payments for overtime, shift premium, bonuses, commissions, incentive compensation, incentive payments, or other compensation, or (ii) $5,000 for each offering period. As of December 31, 2008, there were 132,260 shares available for future issuance under the 1999 ESPP.

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(2)       Includes outstanding options to purchase 416,550 shares of our common stock issuable pursuant to option plans and agreements assumed pursuant to the PaylinX Acquisition. The option agreements were originally issued by PaylinX Corporation under the PaylinX Corporation 2000 Stock Option Plan (the “PaylinX Plan”), which is described below.
 
  Pursuant to the PaylinX acquisition referenced above, we assumed the option agreements then outstanding under the PaylinX Plan (the “Assumed PaylinX Options”). Other than the Assumed PaylinX Options, no other options may be issued under the PaylinX Plan. The Assumed PaylinX Options are governed by the terms of the PaylinX Plan under which they were originally issued. Options governed by the terms of the PaylinX Plan generally are non-transferable (with the exception of non-qualified stock options, which may be assigned) and expire no later than 10 years from date of grant. Options generally are exercisable immediately, upon vesting. Shares of our common stock issuable and/or exercised under the PaylinX Plan vest based upon years of service, generally four years. The PaylinX Plan was duly approved by the stockholders of PaylinX prior to the PaylinX acquisition.
 
(3) Represents shares of our common stock issuable pursuant to our 1999 Non-Qualified Stock Option Plan (the “1999 Non-Qualified Plan).
 
  Our Board of Directors adopted the 1999 Non-Qualified Plan in October 1999. The 1999 Non- Qualified Plan is administered by our Compensation Committee. Pursuant to the 1999 Non-Qualified Plan, our Compensation Committee may grant non-qualified stock options, at its discretion, to our employees, independent contractors and consultants, including any employees, independent contractors and consultants of any subsidiary or our parent company, if any. Only non-qualified-stock options may be issued under the 1999 Non-Qualified Plan. Stock options may not be granted to our officers and directors from the 1999 Non-Qualified Plan. Stock options issued under the 1999 Non-Qualified Plan have an exercise price of no less than 85% of the fair market value of our common stock on the date of grant of the option. Options are generally non-transferable. The term of all options granted under the Plan shall not exceed 10 years from the date of grant. As of December 31, 2008, there were options outstanding to purchase 1,207,070 shares of our common stock under the 1999 Non-Qualified Plan at a weighted average exercise price of $11.401345 per share and 135,636 shares were available for future issuance.

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This excerpt taken from the CYBS DEF 14A filed Apr 10, 2008.

Equity Compensation Plan Information

     The following table gives information about the Company’s Common Stock that may be issued upon the exercise of options, warrants and rights under all of the Company’s existing equity compensation plans as of December 31, 2007 including the 1998 Stock Option Plan, the 1999 Stock Option Plan, the 1999 Non-Qualified Stock Option Plan and the 1999 Employee Stock Purchase Plan, and the option agreements assumed by the Company in connection with the acquisition of PaylinX Corporation (the “PaylinX Acquisition”).

Plan Category (a)
Number of securities to be
issued upon exercise of
outstanding options,
warrants, and rights
(b)
Weighted-average
exercise price of
outstanding
options, warrants,
and rights
(c)
Number of securities remaining
available for future issuance
under equity compensation plans
(excluding securities reflected in
column (a))
Equity compensation plans
approved by security holders (1)
6,717,166 $8.74 4,534,849
Equity compensation plans not
approved by security holders (2)(3)
1,871,454 $9.67    121,711
Total 8,588,620 $8.95 4,656,560

      (1)       Represents shares of the Company’s Common Stock issuable pursuant to the Company’s 1998 Stock Option Plan, as amended, the 1999 Stock Option Plan, as amended and the 1999 Employee Stock Purchase Plan.

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                The 1998 Stock Option Plan (the “1998 Plan”) was originally adopted by the Board of Directors in March 1998 and was approved by the stockholders in March 1998. The 1998 Plan is administered by the Compensation Committee. Options granted pursuant to the 1998 Plan generally vest as follows: (a) options granted upon hire generally vest at a rate of 25% of the shares underlying the option after one year and the remaining shares vest monthly over the following 36 months, (b) subsequent options, awarded after an employee has been employed by the Company for one year, typically vest monthly over 48 months, or (c) as otherwise determined by the Compensation Committee. Stock options expire ten years after the date of grant. Currently, no options are being granted under the 1998 Plan. As of December 31, 2007, there were options outstanding to purchase 6,590 shares of the Company’s Common Stock under the 1998 Plan at a weighted average exercise price of $0.35038 per share and 338,885 shares were available for future issuance.
 
 

The 1999 Stock Option Plan (the “1999 Plan”) was originally adopted by the Board of Directors in January 1999 and was approved by the stockholders in January 1999. Subsequent amendments to the 1999 Plan increasing the number of shares authorized for issuance under the 1999 Plan in April 2000, July 2000, May 2004 and October 2007 were approved by the Board of Directors and the stockholders. The 1999 Plan is administered by the Compensation Committee. Options granted pursuant to the 1999 Plan generally vest as follows: (a) options granted upon hire generally vest at a rate of 25% of the shares underlying the option after one year and the remaining shares vest monthly over the following 36 months, (b) subsequent options, awarded after an employee has been employed by the Company for one year, typically vest monthly over 48 months, or (c) as otherwise determined by the Compensation Committee. Stock options expire no later than ten years after the date of grant, and may expire earlier at the discretion of the Compensation Committee. As of December 31, 2007, there were options outstanding to purchase 6,610,576 shares of the Company’s Common Stock under the 1999 Plan at a weighted average exercise price of $8.75104 per share and 4,056,893 shares were available for future issuance.

The 1999 Employee Stock Purchase Plan (the “1999 ESPP”) was originally adopted by the Board and approved by the stockholders in June 1999. A subsequent amendment to the 1999 ESPP increasing the number of shares authorized for issuance under the 1999 ESPP in May 2004 was approved by the Board of Directors and the stockholders. The purpose of the 1999 ESPP is to provide employees of the Company who participate in the plan with an opportunity to purchase Common Stock of the Company through payroll deductions. The 1999 ESPP, and the right of participants to make purchases thereunder, is intended to qualify under the provisions of Sections 421 and 423 of the Internal Revenue Code of 1986, as amended. The 1999 ESPP is implemented by six-month offer periods with purchase dates within those offer periods every six-months. The Board of Directors may alter the duration of the offering periods without stockholder approval. Until August 1, 2005, the price per share at which shares were sold under the 1999 ESPP was equal to the lower of (i) 85% of the fair market value of the Common Stock on the date of commencement of the six-month offering period, or (ii) 85% of the fair market value of the Common Stock on the date of purchase. On July 19, 2005, the 1999 ESPP was amended to provide that the purchase price for shares of the Company’s Common Stock under the 1999 ESPP shall be 95% of the fair market value of the Company’s Common Stock on the applicable exercise date, effective for offer periods commencing on August 1, 2005. The fair market value of the Common Stock on a given date is determined based upon the last sale price of the Common Stock on the Nasdaq Global Market as of the last market trading day prior to the time of the determination. The purchase price of the shares is accumulated by payroll deductions during the offering period. The deductions may not exceed the lesser of (i) 10% of a participant’s eligible compensation, which is defined in the 1999 ESPP to include the regular straight time gross salary in effect at the beginning of the offering period, exclusive of any payments for overtime, shift premium, bonuses, commissions, incentive compensation, incentive payments, or other compensation, or (ii) $5,000 for each offering period. As of December 31, 2007, there were 139,071 shares available for future issuance under the 1999 ESPP.

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      (2)       Includes outstanding options to purchase 419,550 shares of the Company’s Common Stock issuable pursuant to option plans and agreements assumed pursuant to the PaylinX Acquisition. The option agreements were originally issued by PaylinX Corporation under the PaylinX Corporation 2000 Stock Option Plan (the “PaylinX Plan”), which is described below.
 
  Pursuant to the PaylinX Acquisition, the Company assumed the option agreements then outstanding under the PaylinX Plan (the “Assumed PaylinX Options”). Other than the Assumed PaylinX Options, no other options may be issued under the PaylinX Plan. The Assumed PaylinX Options are governed by the terms of the PaylinX Plan under which they were originally issued. Options governed by the terms of the PaylinX Plan generally are non-transferable (with the exception of non-qualified stock options, which may be assigned) and expire no later than ten years from date of grant. Options generally are exercisable immediately, upon vesting. Shares of Common Stock issuable and/or exercised under the PaylinX Plan vest based upon years of service, generally four years. The PaylinX Plan was duly approved by the stockholders of PaylinX prior to the PaylinX Acquisition.
 
(3) Represents shares of the Company’s Common Stock issuable pursuant to the Company’s 1999 Non- Qualified Stock Option Plan (the “1999 Non-Qualified Plan).
 
  The Board of Directors adopted the 1999 Non-Qualified Plan in October 1999. The 1999 Non- Qualified Plan is administered by the Compensation Committee. Pursuant to the 1999 Non-Qualified Plan, the Compensation Committee may grant non-qualified stock options, at its discretion, to employees, independent contractors and consultants of the Company or any parent or subsidiary corporation of the Company. Only non-qualified-stock options may be issued under the 1999 Non- Qualified Plan. Stock options may not be granted to officers and directors of the Company from the 1999 Non-Qualified Plan. Stock options issued under the 1999 Non-Qualified Plan have an exercise price of no less than 85% of the fair market value of the Common Stock on the date of grant of the option. Options are generally non-transferable. The term of all options granted under the Plan shall not exceed ten years from the date of grant As of December 31, 2007, there were options outstanding to purchase 1,451,904 shares of the Company’s Common Stock under the 1999 Non-Qualified Plan at a weighted average exercise price of $10.70844 per share and 121,711 shares were available for future issuance.
This excerpt taken from the CYBS DEF 14A filed Apr 9, 2007.

Equity Compensation Plan Information

     The following table gives information about the Company’s Common Stock that may be issued upon the exercise of options, warrants and rights under all of the Company’s existing equity compensation plans as of December 31, 2006 including the 1998 Stock Option Plan, the 1999 Stock Option Plan, the 1999 Non-Qualified Stock Option Plan and the 1999 Employee Stock Purchase Plan, and the option agreements assumed by the Company in connection with the acquisition of PaylinX Corporation (the “PaylinX Acquisition”).

  (a)    (c) 
  Number of    Number of securities 
  securities to be  (b)   remaining available for 
  issued upon  Weighted-average  future issuance under 
  exercise of  exercise price of  equity compensation 
  outstanding  outstanding  plans (excluding 
   options, warrants,  options, warrants,  securities reflected in 
   Plan Category  and rights  and rights  column (a)) 
   Equity compensation plans approved  5,360,048 $6.59 2,418,220
   by security holders (1)       
       
   Equity compensation plans not  2,140,868 $9.33      69,287
   approved by security holders (2)(3)       
       
   Total  7,500,916 $7.37 2,487,507

(1)      Represents shares of the Company’s Common Stock issuable pursuant to the Company’s 1998 Stock Option Plan, as amended, the 1999 Stock Option Plan, as amended and the 1999 Employee Stock Purchase Plan.
 
  The 1998 Stock Option Plan (the “1998 Plan”) was originally adopted by the Board of Directors in March 1998 and was approved by the stockholders in March 1998. The 1998 Plan is administered by the Compensation Committee. Options granted pursuant to the 1998 Plan generally vest as follows: (a) options granted upon hire generally vest at a rate of 25% of the shares underlying the option after one year and the remaining shares vest monthly over the following 36 months, (b) subsequent options, awarded after an employee has been employed by the Company for one year, typically vest monthly over 48 months, or (c) as otherwise determined by the Compensation Committee. Stock options expire ten years after the date of grant. Currently, no options are being granted under the 1998 Plan. As of December 31, 2006, there were options outstanding to purchase 12,670 shares of the Company’s Common Stock under the 1998 Plan at a weighted average exercise price of $0.36575 per share and 337,885 shares were available for future issuance.
 
  The 1999 Stock Option Plan (the “1999 Plan”) was originally adopted by the Board of Directors in January 1999 and was approved by the stockholders in January 1999. Subsequent amendments to the 1999 Plan increasing the number of shares authorized for issuance under the 1999 Plan in April 2000, July 2000 and May 2004 were approved by the Board of Directors and the stockholders. The 1999 Plan is administered by the Compensation Committee. Options granted pursuant to the 1999 Plan generally vest as follows: (a) options granted upon hire generally vest at a rate of 25% of the shares underlying the option after one year and the remaining shares vest monthly over the following 36 months, (b) subsequent options, awarded after an employee has been employed by the Company for one year, typically vest monthly over 48 months, or (c) as otherwise determined by the Compensation Committee. Stock options expire no later than ten years after the date of grant, and may expire earlier at the discretion of the Compensation Committee. As of December 31, 2006, there were options outstanding to purchase 5,342,378 shares of the Company’s Common Stock under the 1999 Plan at a weighted average exercise price of $6.55385 per share and 1,933,919 shares were available for future issuance.
 
  The 1999 Employee Stock Purchase Plan (the “1999 ESPP”) was originally adopted by the Board and approved by the stockholders in June 1999. A subsequent amendment to the 1999 ESPP increasing the number of shares authorized for issuance under the 1999 ESPP in May 2004 was approved by the Board of Directors and the stockholders. The purpose of the 1999 ESPP is to provide employees of the Company who participate in the plan with an opportunity to purchase Common Stock of the Company through payroll deductions. The 1999 ESPP, and the right of participants to make purchases thereunder, is intended to qualify under the provisions of Sections 421 and 423 of the Internal Revenue Code of 1986, as amended. The 1999 ESPP is implemented by six-month offer periods with purchase dates within those offer periods every six-months. The Board of Directors may alter the duration of the offering periods without stockholder approval. Until August 1, 2005, the price per share at which shares were sold under the 1999 ESPP was equal to the lower of (i) 85% of the fair market value of the Common Stock on the date of commencement of the six-month offering period, or (ii) 85% of the fair market value of the Common Stock on the date of purchase. On July 19, 2005, the 1999 ESPP was amended to provide that the purchase price for shares of the Company’s Common Stock under the 1999 ESPP shall be 95% of the fair market value of the Company’s Common Stock on the applicable exercise date, effective for offer periods commencing on August 1, 2005. The fair market value of the Common Stock on a given date is determined based upon the last sale price of the Common Stock on the Nasdaq Global Market as of the last market trading day prior to the time of the determination. The purchase price of the shares is accumulated by payroll deductions during the offering period. The deductions may not exceed the lesser of (i) 10% of a participant’s eligible compensation, which is defined in the 1999 ESPP to include the regular straight time gross salary in effect at the beginning of the offering period, exclusive of any payments for overtime, shift premium, bonuses, commissions, incentive compensation, incentive payments, or other compensation, or (ii) $5,000 for each offering period. As of December 31, 2006, there were 146,416 shares available for future issuance under the 1999 ESPP.

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(2)      Includes outstanding options to purchase 420,750 shares of the Company’s Common Stock issuable pursuant to option plans and agreements assumed pursuant to the PaylinX Acquisition. The option agreements were originally issued by PaylinX Corporation under the PaylinX Corporation 2000 Stock Option Plan (the “PaylinX Plan”), which is described below.
 
  Pursuant to the PaylinX Acquisition, the Company assumed the option agreements then outstanding under the PaylinX Plan (the “Assumed PaylinX Options”). Other than the Assumed PaylinX Options, no other options may be issued under the PaylinX Plan. The Assumed PaylinX Options are governed by the terms of the PaylinX Plan under which they were originally issued. Options governed by the terms of the PaylinX Plan generally are non-transferable (with the exception of non-qualified stock options, which may be assigned) and expire no later than ten years from date of grant. Options generally are exercisable immediately, upon vesting. Shares of Common Stock issuable and/or exercised under the PaylinX Plan vest based upon years of service, generally four years. The PaylinX Plan was duly approved by the stockholders of PaylinX prior to the PaylinX Acquisition.
 
(3) Represents shares of the Company’s Common Stock issuable pursuant to the Company’s 1999 Non-Qualified Stock Option Plan (the “1999 Non-Qualified Plan).
 
  The Board of Directors adopted the 1999 Non-Qualified Plan in October 1999. The 1999 Non-Qualified Plan is administered by the Compensation Committee. Pursuant to the 1999 Non-Qualified Plan, the Compensation Committee may grant non-qualified stock options, at its discretion, to employees, independent contractors and consultants of the Company or any parent or subsidiary corporation of the Company. Only non-qualified-stock options may be issued under the 1999 Non-Qualified Plan. Stock options may not be granted to officers and directors of the Company from the 1999 Non-Qualified Plan. Stock options issued under the 1999 Non-Qualified Plan have an exercise price of no less than 85% of the fair market value of the Common Stock on the date of grant of the option. Options are generally non-transferable. The term of all options granted under the Plan shall not exceed ten years from the date of grant As of December 31, 2006, there were options outstanding to purchase 1,720,118 shares of the Company’s Common Stock under the 1999 Non-Qualified Plan at a weighted average exercise price of $10.13022 per share and 69,287 shares were available for future issuance.

 

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This excerpt taken from the CYBS DEF 14A filed Apr 10, 2006.

Equity Compensation Plan Information

The following table gives information about the Company’s Common Stock that may be issued upon the exercise of options, warrants and rights under all of the Company’s existing equity compensation plans as of December 31, 2005 including the 1998 Stock Option Plan, the 1999 Stock Option Plan, the 1999 Non-Qualified Stock Option Plan and the 1999 Employee Stock Purchase Plan, and the option agreements assumed by the Company in connection with the acquisition of PaylinX Corporation (the “PaylinX Acquisition”).

 

Plan Category

   (a)
Number of securities
to be issued upon
exercise of
outstanding options,
warrants, and rights
   (b)
Weighted-average
exercise price of
outstanding
options, warrants,
and rights
   (c)
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))

Equity compensation plans approved by security holders (1)

   4,621,251    $ 4.85    2,086,914

Equity compensation plans not approved by security holders (2)(3)

   1,736,885    $ 8.41    873,251

Total

   6,358,136    $ 5.83    2,960,165

(1)   Represents shares of the Company’s Common Stock issuable pursuant to the Company’s 1998 Stock Option Plan, as amended, the 1999 Stock Option Plan, as amended and the 1999 Employee Stock Purchase Plan.

The 1998 Stock Option Plan (the “1998 Plan”) was originally adopted by the Board of Directors in March 1998 and was approved by the stockholders in March 1998. The 1998 Plan is administered by the Compensation Committee. Options granted pursuant to the 1998 Plan generally vest as follows: (a) options granted upon hire generally vest at a rate of 25% of the shares underlying the option after one year and the remaining shares vest monthly over the following 36 months, (b) subsequent options, awarded after an employee has been employed by the Company for one year, typically vest monthly over 48 months, or (c) as otherwise determined by the Compensation Committee. Stock options expire ten years after the date of grant. Currently, no options are being granted under the 1998 Plan. As of December 31, 2005, there were options outstanding to purchase 16,545 shares of the Company’s Common Stock under the 1998 Plan at a weighted average exercise price of $27.37 per share and 337,885 shares were available for future issuance.

The 1999 Stock Option Plan (the “1999 Plan”) was originally adopted by the Board of Directors in January 1999 and was approved by the stockholders in January 1999. Subsequent amendments to the 1999 Plan increasing the number of shares authorized for issuance under the 1999 Plan in April 2000, July 2000 and May 2004 were approved by the Board of Directors and the stockholders. The 1999 Plan is administered by the Compensation Committee. Options granted pursuant to the 1999 Plan generally vest as follows: (a) options granted upon hire generally vest at a rate of 25% of the shares underlying the option after one year and the remaining shares vest monthly over the following 36 months, (b) subsequent options, awarded after an employee has been employed by the Company for one year, typically vest monthly over 48 months, or (c) as otherwise determined by the Compensation Committee. Stock options expire ten years after the date of grant. As of December 31, 2005, there were options outstanding to purchase 4,604,706 shares of the Company’s Common Stock under the 1999 Plan at a weighted average exercise price of $4.35 per share and 1,587,500 shares were available for future issuance. On March 9, 2006, options to purchase 537,500 shares of the Company’s Common Stock were granted under the 1999 Plan, in the aggregate, to employees and directors of the Company, at an exercise price of $8.36 per share. Upon Mr. Cruickshank commencing employment with the Company, he will be granted options to purchase 850,000 shares of the Company’s Common Stock at an exercise price equal to the last sale price of the Company’s Common Stock on his employment commencement date as quoted on the Nasdaq National Market. After option awards to employees and Mr. Cruickshank, there will be 166,475 shares of Company’s Common Stock available for future issuance under the 1999 Plan.

The 1999 Employee Stock Purchase Plan (the “1999 ESPP”) was originally adopted by the Board and approved by the stockholders in June 1999. A subsequent amendment to the 1999 ESPP increasing the number of shares authorized for issuance under the 1999 ESPP in May 2004 was approved by the Board of

 

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Table of Contents

Directors and the stockholders. The purpose of the 1999 ESPP is to provide employees of the Company who participate in the plan with an opportunity to purchase Common Stock of the Company through payroll deductions. The 1999 ESPP, and the right of participants to make purchases thereunder, is intended to qualify under the provisions of Sections 421 and 423 of the Internal Revenue Code of 1986, as amended. The 1999 ESPP is implemented by six-month offer periods with purchase dates within those offer periods every six-months. The Board of Directors may alter the duration of the offering periods without stockholder approval. Until August 1, 2005, the price per share at which shares were sold under the 1999 ESPP was equal to the lower of (i) 85% of the fair market value of the Common Stock on the date of commencement of the six-month offering period, or (ii) 85% of the fair market value of the Common Stock on the date of purchase. On July 19, 2005, the 1999 ESPP was amended to provide that the purchase price for shares of the Company’s Common Stock under the 1999 ESPP shall be 95% of the fair market value of the Company’s Common Stock on the applicable exercise date, effective for offer periods commencing on August 1, 2005. The fair market value of the Common Stock on a given date is determined based upon the last sale price of the Common Stock on the Nasdaq National Market as of the last market trading day prior to the time of the determination. The purchase price of the shares is accumulated by payroll deductions during the offering period. The deductions may not exceed the lesser of (i) 10% of a participant’s eligible compensation, which is defined in the 1999 ESPP to include the regular straight time gross salary in effect at the beginning of the offering period, exclusive of any payments for overtime, shift premium, bonuses, commissions, incentive compensation, incentive payments, or other compensation, or (ii) $5,000 for each offering period. As of December 31, 2005, there were 161,529 shares available for future issuance under the 1999 ESPP.

 

(2)   Includes outstanding options to purchase 472,902 shares of the Company’s Common Stock issuable pursuant to option plans and agreements assumed pursuant to the PaylinX Acquisition. The option agreements were originally issued by PaylinX Corporation under the PaylinX Corporation 2000 Stock Option Plan (the “PaylinX Plan”), which is described below.

Pursuant to the PaylinX Acquisition, the Company assumed the option agreements then outstanding under the PaylinX Plan (the “Assumed PaylinX Options”). Other than the Assumed PaylinX Options, no other options may be issued under the PaylinX Plan. The Assumed PaylinX Options are governed by the terms of the PaylinX Plan under which they were originally issued. Options governed by the terms of the PaylinX Plan generally are non-transferable (with the exception of non-qualified stock options, which may be assigned) and expire no later than ten years from date of grant. Options generally are exercisable immediately, upon vesting. Shares of Common Stock issuable and/or exercised under the PaylinX Plan vest based upon years of service, generally four years. The PaylinX Plan was duly approved by the stockholders of PaylinX prior to the PaylinX Acquisition.

 

(3)   Represents shares of the Company’s Common Stock issuable pursuant to the Company’s 1999 Non-Qualified Stock Option Plan (the “1999 Non-Qualified Plan”).

The Board of Directors adopted the 1999 Non-Qualified Plan in October 1999. The 1999 Non-Qualified Plan is administered by the Compensation Committee. Pursuant to the 1999 Non-Qualified Plan, the Compensation Committee may grant non-qualified stock options, at its discretion, to employees, independent contractors and consultants of the Company or any parent or subsidiary corporation of the Company. Only non-qualified-stock options may be issued under the 1999 Non-Qualified Plan. Stock options typically are not granted to officers and directors of the Company from the 1999 Non-Qualified Plan. Stock options issued under the 1999 Non-Qualified Plan have an exercise price of no less than 85% of the fair market value of the Common Stock on the date of grant of the option. Options are generally non-transferable. The term of all options granted under the 1999 Non-Qualified Plan shall not exceed ten years from the date of grant As of December 31, 2005, there were options outstanding to purchase 1,263,983 shares of the Company’s Common Stock under the 1999 Non-Qualified Plan at a weighted average exercise price of $9.33 per share and 873,251 shares were available for future issuance. On March 9, 2006, options to purchase 620,100 shares of the Company’s Common Stock were granted under the 1999 Non-Qualified Plan, in the aggregate, to employees of the Company, at an exercise price of $8.36 per share. As of March 22, 2006, 264,441 shares were available for future issuance.

 

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Table of Contents
This excerpt taken from the CYBS DEF 14A filed Apr 7, 2005.

Equity Compensation Plan Information

 

The following table gives information about the Company’s Common Stock that may be issued upon the exercise of options, warrants and rights under all of the Company’s existing equity compensation plans as of December 31, 2004 including the 1998 Stock Option Plan, the 1999 Stock Option Plan, the 1999 Non-Qualified Stock Option Plan and the 1999 Employee Stock Purchase Plan, and the option agreements assumed by the Company in connection with the acquisition of PaylinX Corporation (the “PaylinX Acquisition”).

 

Plan Category


  

(a)

Number of
securities to be
issued upon
exercise of
outstanding
options, warrants,
and rights


   (b)
Weighted-average
exercise price of
outstanding
options, warrants,
and rights


   (c)
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))


Equity compensation plans approved by security holders (1)

   4,085,683    $ 4.56    3,328,926

Equity compensation plans not approved by security holders (2)(3)

   2,097,149    $ 7.93    744,874

Total

   6,182,832    $ 5.70    4,073,800

(1)   Represents shares of the Company’s Common Stock issuable pursuant to the Company’s 1998 Stock Option Plan, as amended, the 1999 Stock Option Plan, as amended, and the 1999 Employee Stock Purchase Plan.

 

       The 1998 Stock Option Plan (the “1998 Plan”) was originally adopted by the Board of Directors in March 1998 and was approved by the stockholders in March 1998. The 1998 Plan is administered by the Compensation Committee. Options granted pursuant to the 1998 Plan generally vest as follows: (a) options granted upon hire generally vest at a rate of 25% of the shares underlying the option after one year and the remaining shares vest monthly over the following 36 months, (b) subsequent options, awarded after an employee has been employed by the Company for one year, typically vest monthly over 48 months, or (c) as otherwise determined by the Compensation Committee. Stock options expire ten years after the date of grant. Currently, no options are being granted under the 1998 Plan. As of December 31, 2004, there were options outstanding to purchase 36,727 shares of the Company’s Common Stock under the 1998 Plan at a weighted average exercise price of $27.37 per share and 317,885 shares were available for future issuance.

 

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       The 1999 Stock Option Plan (the “1999 Plan”) was originally adopted by the Board of Directors in January 1999 and was approved by the stockholders in January 1999. Subsequent amendments to the 1999 Plan increasing the number of shares authorized for issuance under the 1999 Plan in April 2000, July 2000 and May 2004 were approved by the Board of Directors and the stockholders. The 1999 Plan is administered by the Compensation Committee. Options granted pursuant to the 1999 Plan generally vest as follows: (a) options granted upon hire generally vest at a rate of 25% of the shares underlying the option after one year and the remaining shares vest monthly over the following 36 months, (b) subsequent options, awarded after an employee has been employed by the Company for one year, typically vest monthly over 48 months, or (c) as otherwise determined by the Compensation Committee. Stock options expire ten years after the date of grant. As of December 31, 2004, there were options outstanding to purchase 4,048,956 shares of the Company’s Common Stock under the 1999 Plan at a weighted average exercise price of $4.35 per share and 2,767,123 shares were available for future issuance.

 

       The 1999 Employee Stock Purchase Plan (the “1999 ESPP”) was originally adopted by the Board and approved by the stockholders in June 1999. A subsequent amendment to the 1999 ESPP increasing the number of shares authorized for issuance under the 1999 ESPP in May 2004 was approved by the Board of Directors and the stockholders. The purpose of the 1999 ESPP is to provide employees of the Company who participate in the plan with an opportunity to purchase Common Stock of the Company through payroll deductions. The 1999 ESPP, and the right of participants to make purchases thereunder, is intended to qualify under the provisions of Sections 421 and 423 of the Internal Revenue Code of 1986, as amended. The 1999 ESPP is implemented by six-month offer periods with purchase dates within those offer periods every six-months. The Board of Directors may alter the duration of the offering periods without stockholder approval. The price per share at which shares are sold under the 1999 ESPP is equal to the lower of (i) 85% of the fair market value of the Common Stock on the date of commencement of the six-month offering period, or (ii) 85% of the fair market value of the Common Stock on the date of purchase. The fair market value of the Common Stock on a given date is determined based upon the last sale price of the Common Stock on the Nasdaq National Market System as of the last market trading day prior to the time of the determination. The purchase price of the shares is accumulated by payroll deductions during the offering period. The deductions may not exceed the lesser of (i) 10% of a participant’s eligible compensation, which is defined in the 1999 ESPP to include the regular straight time gross salary in effect at the beginning of the offering period, exclusive of any payments for overtime, shift premium, bonuses, commissions, incentive compensation, incentive payments, or other compensation, or (ii) $5,000 for each offering period. As of December 31, 2004, there were 243,918 shares available for future issuance under the 1999 ESPP.

 

(2)   Includes outstanding options to purchase 520,900 shares of the Company’s Common Stock issuable pursuant to option plans and agreements assumed pursuant to the PaylinX Acquisition. The option agreements were originally issued by PaylinX Corporation under the PaylinX Corporation 2000 Stock Option Plan (the “PaylinX Plan”), which is described below.

 

       Pursuant to the PaylinX Acquisition, the Company assumed the option agreements then outstanding under the PaylinX Plan (the “Assumed PaylinX Options”). Other than the Assumed PaylinX Options, no other options may be issued under the PaylinX Plan. The Assumed PaylinX Options are governed by the terms of the PaylinX Plan under which they were originally issued. Options governed by the terms of the PaylinX Plan generally are non-transferable (with the exception of non-qualified stock options, which may be assigned) and expire no later than ten years from date of grant. Options generally are exercisable immediately, subject to vesting. Shares of Common Stock issuable and/or exercised under the PaylinX Plan vest based upon years of service, generally four years. The PaylinX Plan was duly approved by the stockholders of PaylinX prior to the PaylinX Acquisition.

 

(3)   Represents shares of the Company’s Common Stock issuable pursuant to the Company’s 1999 Non-Qualified Stock Option Plan (the “1999 Non-Qualified Plan”).

 

      

The Board of Directors adopted the 1999 Non-Qualified Plan in October 1999. The 1999 Non-Qualified Plan is administered by the Compensation Committee. Pursuant to the 1999 Non-Qualified Plan, the Compensation Committee may grant non-qualified stock options, at its discretion, to employees,

 

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independent contractors and consultants of the Company or any parent or subsidiary corporation of the Company. Only non-qualified-stock options may be issued under the 1999 Non-Qualified Plan. Stock options may not be granted to officers and directors of the Company from the 1999 Non-Qualified Plan. Stock options issued under the 1999 Non-Qualified Plan have an exercise price of no less than 85% of the fair market value of the Common Stock on the date of grant of the option. Options are generally non-transferable. The term of all options granted under the Plan shall not exceed ten years from the date of grant As of December 31, 2004, there were options outstanding to purchase 1,576,249 shares of the Company’s Common Stock under the 1999 Non-Qualified Plan at a weighted average exercise price of $8.57 per share and 744,874 shares were available for future issuance.

 

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