Equity Compensation Plan Information for GTC

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GTC Biotherapeutics (GTCB)

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GTCB » Topics » Equity Compensation Plan Information

This excerpt taken from the GTCB DEF 14A filed Apr 23, 2009.

Equity Compensation Plan Information

(c)

Number of securities

remaining available for

future issuance under

(a)

(b)

equity compensation

Number of securities to be

Weighted-average

plans (excluding

issued upon exercise of

exercise price of

securities reflected in

outstanding options,

column (a))

Plan Category

warrants and rights

(3)(4)

Equity compensation

plans/arrangements

approved by

shareholders (1)

100,879,699

(2)

$0.69

969,532

Equity compensation

plans/arrangements

not approved by

shareholders

—

Total

100,879,699

969,532

____________________

(1)		Includes our prior 1993 Equity Incentive Plan, the 2002 Equity Plan and our 2003 Employee Stock Purchase Plan.

(2)		Excludes purchase rights accruing under the 2003 Employee Stock Purchase Plan because the purchase price (and therefore the number of shares to be purchased) is not determined until the end of each purchase period.

(3)		Includes 945,845 shares issuable under the 2003 Employee Stock Purchase Plan and 23,687 shares issuable under the 2002 Equity Plan, but excludes 1,500,000 additional shares which automatically became issuable under the terms of the 2002 Equity Plan after the end of the 2008 fiscal year.

(4)		Up to 10% of the awards under the 2002 Equity Plan may be issued as restricted or unrestricted stock awards. For purposes of this limitation, awards subject to performance vesting and awards granted in lieu of cash bonuses are disregarded.

This excerpt taken from the GTCB DEF 14A filed Nov 17, 2008.

Equity Compensation Plan Information

(c)

Number of securities

remaining available for

future issuance under

(a)

(b)

equity compensation

Number of securities to be

Weighted-average

plans (excluding

issued upon exercise of

exercise price of

securities reflected in

outstanding options,

column (a))

Plan Category

warrants and rights

(3)(4)

Equity compensation

plans/arrangements

approved by

stockholders(1)

5,910,153

(2)

$3.581

1,176,454

Equity compensation

plans/arrangements

not approved by

stockholders

—

Total

5,910,153

1,176,454

____________________

(1)		Includes our prior 1993 Plan, the 2002 Plan and our 2003 Employee Stock Purchase Plan.

(2)		Excludes purchase rights accruing under the 2003 Employee Stock Purchase Plan because the purchase price (and therefore the number of shares to be purchased) is not determined until the end of each purchase period.

(3)		Includes 32,461 shares issuable under the 2003 Employee Stock Purchase Plan and 1,731,993 shares issuable under the 2002 Plan. Does not include the additional 2,000,000 shares that would become available for issuance under the 2002 Plan if Proposal 2 is approved.

(4)		Up to 10% of the awards under the 2002 Plan may be issued as restricted or unrestricted stock awards. For purposes of this limitation, awards subject to performance vesting and awards granted in lieu of cash bonuses are disregarded.

This excerpt taken from the GTCB 10-K filed Apr 25, 2008.

Equity Compensation Plan Information


	(a)		(b)		(c)
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (3)(4)
Equity compensation plans/arrangements approved by stockholders (1)	5,910,153	(2)	$	3.581	1,176,454
Equity compensation plans/arrangements not approved by stockholders	—			—	—

Total	5,910,153				1,176,454

(1)	Includes our prior 1993 Equity Incentive Plan, the 2002 Equity Incentive Plan and our 2003 Employee Stock Purchase Plan.

(2)	Excludes purchase rights accruing under the 2003 Employee Stock Purchase Plan because the purchase price (and therefore the number of shares to be purchased) is not determined until the end of each purchase period.

(3)	Includes 32,461 shares issuable under the 2003 Employee Stock Purchase Plan and 1,731,993 shares issuable under the 2002 Equity Incentive Plan.

(4)	Up to 10% of the awards under the 2002 Equity Incentive Plan may be issued as restricted or unrestricted stock awards. For purposes of this limitation, awards subject to performance vesting and awards granted in lieu of cash bonuses are disregarded.

This excerpt taken from the GTCB DEF 14A filed Apr 17, 2007.

Equity Compensation Plan Information

(c)

Number of securities

remaining available for

future issuance under

(a)

(b)

equity compensation

Number of securities to be

Weighted-average

plans (excluding

issued upon exercise of

exercise price of

securities reflected in

outstanding options,

column (a))

Plan Category

warrants and rights

(3)(4)

Equity compensation

plans/arrangements

approved by

stockholders (1)

4,941,501

(2)

$4.2556

967,210

Equity compensation

plans/arrangements

not approved by

stockholders

—

Total

4,941,501

967,210

____________________

(1)		Includes our prior 1993 Plan, the 2002 Plan and our 2003 Employee Stock Purchase Plan.

(2)		Excludes purchase rights accruing under the 2003 Employee Stock Purchase Plan because the purchase price (and therefore the number of shares to be purchased) is not determined until the end of each purchase period.

(3)		Includes 209,138 shares issuable under the 2003 Employee Stock Purchase Plan and 758,072 shares issuable under the 2002 Plan.

(4)		Up to 10% of the awards under the 2002 Plan may be issued as restricted or unrestricted stock awards. For purposes of this limitation, awards subject to performance vesting and awards granted in lieu of cash bonuses are disregarded.

This excerpt taken from the GTCB DEF 14A filed Apr 22, 2005.

Equity Compensation Plan Information

Plan Category			(b) Weighted-average exercise price of outstanding options, warrants and rights
Equity compensation plans/arrangements approved by the stockholders (1)	4,025,798	(2)	$	5.22	3,005,358
Equity compensation plans/arrangements not approved by the stockholders	0			—	0
Total	4,025,798		$	5.22	3,005,358

(1)

Includes the 1993 Equity Incentive Plan, the 2002 Equity Incentive Plan, as Amended and Restated, and the 2003 Employee Stock Purchase Plan.

(2)

Does not include purchase rights accruing under the 2003 Employee Stock Purchase Plan because the purchase price (and therefore the number of shares to be purchased) will not be determined until the end of the purchase period.

(3)

Includes 554,030 shares issuable under the 2003 Employee Stock Purchase Plan and 2,451,328 shares issuable under the 2002 Equity Incentive Plan, as Amended and Restated.

(4)

Up to 10% of the awards under the 2002 Equity Incentive Plan, as Amended and Restated, may be issued as restricted or unrestricted stock awards. For purposes of this limitation, awards subject to performance vesting and awards granted in lieu of cash bonuses are disregarded.

Executive Employment Agreements

Geoffrey F. Cox. Under the terms of Dr. Cox’s employment agreement entered into in July 2001, Dr. Cox is entitled to a minimum base salary of $31,667 per month ($380,000 on an annualized basis), and is eligible to receive performance and incentive bonuses of not less than 40% of his then current base salary, based on the achievement of certain individual and corporate objectives established jointly by Dr. Cox and the Compensation Committee. In calendar year 2004, which was a 53-week fiscal year, Dr. Cox received a base salary of $428,134.

John B. Green. Under Mr. Green’s employment agreement entered into in August 1997, Mr. Green is entitled to a minimum base salary of $150,000 per year, plus performance and incentive bonuses as determined by the Compensation Committee. In calendar year 2004, which was a 53-week fiscal year, Mr. Green received a base salary of $275,197.

Harry M Meade. Under Dr. Meade’s employment agreement, he is entitled to a minimum base salary of $126,000 per year, plus performance and incentive bonuses as determined by the Compensation Committee. In calendar year 2004, which was a 53-week fiscal year, Dr. Meade received a base salary of $268,053.

Each of these agreements will remain in effect until terminated according to its terms. In the event that we terminate any of these executive officers without cause, the executive officer will immediately be paid the maximum annual bonus for the year he is terminated, prorated for the portion of the year completed, and his then current base salary for a specified severance period, together in one lump sum. Dr. Cox is also entitled to such payments if he terminates his agreement for “good reason” after a “change of control” of GTC and Mr. Green and Dr. Meade are entitled to such payments if either of them terminates his agreement after a “change of control” of GTC, as such terms are defined in their respective employment agreements. In the case of Dr. Cox, the severance period is two years. In the case of Mr. Green, the severance period in the event of a “change of control” is two years and in the event of termination without cause is one year. In the case of Dr. Meade, the severance period is one year. If Dr. Meade terminates his agreement upon a change of control, his severance payments will be reduced by any income that he derives from a subsequent employer during the severance period. In addition, upon a change of control of GTC, any unvested stock options held by these executive officers would become immediately exercisable in full. In the case of Dr. Cox, such options will remain exercisable for a period of two years and in the case of

Mr. Green and Dr. Meade, such options will remain exercisable for the duration of the term of such options as if the termination had not occurred.

Messrs. Liposky and Woloshen. Messrs. Liposky and Woloshen entered into Management Agreements in June 2000 and May 1999, respectively. The Management Agreements provide that the executive will receive benefits and severance payments for a one year period at his then current base salary if GTC terminates the executive’s employment without cause. In Mr. Woloshen’s case, without cause includes a change in control.

EXCERPTS ON THIS PAGE:

DEF 14A	Apr 23, 2009

DEF 14A	Nov 17, 2008

10-K	Apr 25, 2008

DEF 14A	Apr 17, 2007

DEF 14A	Apr 22, 2005

GTC Biotherapeutics (GTCB)

GTCB » Topics » Equity Compensation Plan Information

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