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This excerpt taken from the XIDE DEF 14A filed Jul 27, 2006. PROPOSAL 4 —
A PROPOSAL TO AMEND THE 2004 STOCK INCENTIVE
PLAN
The Board of Directors recommends that shareholders approve the
amendment of our 2004 Stock Incentive Plan (the “2004
Plan”) to (i) if the Share Transaction is consummated,
increase the number of shares of common stock which may be
issued thereunder from 3,125,000 to 7,125,000, the limit within
the Plan for restricted stock and performance awards from
850,000 to 1,900,000 shares and the limit on total option
shares over the life of the Plan for any one participant from
600,000 to 1,500,000 or (ii) if the Share Transaction is
not consummated, revise such numbers of shares of common stock
from 3,125,000 to 5,125,000, restricted stock awards from
850,000 to 1,275,000 and limit on total options over the life of
the Plan from 600,000 to 1,050,000.
The 2004 Plan provides for grants of stock options, restricted
shares and performance awards to select key management
employees, directors and consultants of our company. The 2004
Plan assists us in attracting and retaining valuable executive
leadership while providing long-term value to our shareholders.
Although all of our employees, directors, consultants and
individuals to whom offers of employment are extended are
eligible to receive awards under the 2004 Plan, awards are
generally limited to approximately 100 executive and management
employees and our directors. Since the 2004 Plan was adopted, we
have made grants of 1,495,149 options at an average
exercise price of $9.42, 527,198 restricted shares at an average
price of $6.91 and $4,646,513 in cash performance awards.
The following is a summary of the material terms of the 2004
Plan, but it does not include all of the provisions of the plan.
The full text of the 2004 Plan as proposed to be amended is
attached as Appendix B to this proxy statement, and the
following summary is qualified in its entirety by reference to
such Appendix.
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