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.