XIDE » Topics » Shares Available Under the 2009 Plan

This excerpt taken from the XIDE DEF 14A filed Jul 24, 2009.
Shares Available Under the 2009 Plan
 
Subject to adjustment as provided in the 2009 Plan, the number of shares of Common Stock that may be issued or transferred (1) upon the exercise of option rights or SARs, (2) in payment of restricted stock and released from substantial risks of forfeiture thereof, (3) in payment of RSUs, (4) in payment of performance shares or performance units that have been earned, (5) as awards to non-employee directors, (6) as Other Stock-Based Awards or (7) in payment of dividend equivalents with respect to awards under the 2009 Plan, will not exceed, in the aggregate 4,000,000 shares of Common Stock. These shares may be shares of original issuance or treasury shares or a combination of the foregoing.
 
Shares covered by an award granted under the 2009 Plan shall not be counted as used unless and until they are actually issued and delivered to a participant. Only shares covering awards that expire or are forfeited or cancelled, shares that were covered by an award the benefit of which is paid in cash instead of shares, or shares surrendered to satisfy any withholding amount, will again be available for issuance or transfer under the 2009 Plan.
 
The 2009 Plan also contains the following limits, which are subject to certain adjustments as provided in the 2009 Plan:
 
  •  The aggregate number of shares of Common Stock actually issued or transferred by us upon the exercise of ISOs, restricted stock, RSUs, performance shares, performance units, awards to non-employee directors or Other Stock-Based Awards will not exceed 4,000,000 shares of Common Stock;
 
  •  No participant will be granted option rights or SARs, in the aggregate, for more than 1,000,000 shares of Common Stock during any calendar year;
 
  •  No participant will be granted restricted stock or RSUs that are intended to be “qualified performance-based compensation” under Section 162(m) of the Code, performance shares or Other Stock-Based Awards, in the aggregate, for more than 800,000 shares of Common Stock during any calendar year;
 
  •  In no event shall any participant in any calendar year receive an award of performance units intended to be “qualified performance-based compensation” under Section 162(m) of the Code having an aggregate maximum value as of their respective dates of grant in excess of $3,000,000; and


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  •  The aggregate maximum value as of the date of grant of cash awards under the 2009 Plan during any fiscal year of the Company to any one Participant shall not exceed $3,000,000.
 
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