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GIS » Topics » EQUITY COMPENSATION PLAN INFORMATION

This excerpt taken from the GIS DEF 14A filed Aug 10, 2009.
EQUITY COMPENSATION PLAN INFORMATION
 
The following table provides certain information as of May 31, 2009 with respect to our equity compensation plans.
 
                         
            Number of
            Securities
            Remaining
            Available for
    Number of
 		      Future Issuance
    Securities to
 		      Under Equity
    be Issued upon
 		  Weighted-Average
 		  Compensation
    Exercise of
 		  Exercise Price of
 		  Plans (Excluding
    Outstanding Options,
 		  Outstanding Options,
 		  Securities Reflected
    Warrants and Rights
 		  Warrants and Rights
 		  in Column (a))
Plan Category   (a)   (b)(1)   (c)
 
 
Equity compensation plans approved by security holders
    40,488,921 (2)   $ 49.20       5,963,996 (4)(5)
Equity compensation plans not approved by security holders
    12,217,354 (3)   $ 43.24       —  
     
     
Total
    52,706,275     $ 47.69       5,963,996  
 
(1)  Weighted-average exercise prices identified in column (b) do not take into account restricted stock awards or units. Weighted-average term of outstanding options is 4.41 years.
 
(2)  Includes 35,270,065 stock options, 4,549,857 restricted stock units, and 668,999 restricted stock units that have vested and been deferred. We granted these awards under the following active stockholder-approved plans: 2007 Stock Compensation Plan, 2006 Compensation Plan for Non-Employee Directors, and Executive Incentive Plan; and the following stockholder-approved plans which have been discontinued: Stock Option and Long-Term Incentive Plan of 1993, 1995 Salary Replacement Stock Option Plan, 1996 Compensation Plan for Non-Employee Directors, 1998 Senior Management Stock Plan, 2001 Compensation Plan for Non-Employee Directors, 2003 Stock Compensation Plan, and 2005 Stock Compensation Plan. No future awards may be granted under any of the discontinued plans.
 
(3)  Includes 12,033,470 stock options and 183,884 restricted stock units that have vested and been deferred. These awards include stock options granted to a broad group of employees in fiscal 2000 and 2002, and grants in lieu of salary increases and certain other compensation and benefits. We granted these awards under our 1998 Employee Stock Plan, which provided for the issuance of stock options, restricted stock and restricted stock units to attract and retain employees, and to align their interests with those of stockholders. We discontinued the 1998 Employee Stock Plan in September 2003, and no future awards may be granted under that plan.
 
(4)  Includes stock options, restricted stock, restricted stock units, and stock appreciation rights that we may award under our 2007 Stock Compensation Plan, which had 5,633,368 shares available for grant at fiscal year end. Also includes stock options and restricted stock units that we may award under our 2006 Compensation Plan for Non-Employee Directors, which had 330,628 shares available for grant at fiscal year end. Excludes shares that would be available under the Executive Incentive Plan, based on company and individual performance subject to certain limits.
 
(5)  The table above shows our outstanding equity awards as of fiscal year end. After fiscal year end, the company issued equity awards to its employees based on fiscal 2009 performance. A total of 3,292,173 options and 1,070,702 restricted stock units were issued under the 2007 Stock Compensation Plan to approximately 2,500 employees. Both the options and the restricted stock units had a four-year cliff vesting schedule. The awards reduced the number of shares currently available under the 2007 Stock Compensation Plan. As of July 23, 2009, our outstanding equity awards and shares currently available were as follows:
 
  •   23,624,193 options have been outstanding for longer than six years, with a weighted average price of $43.03 and a weighted average remaining term of 2.10 years; of this total, 3,117,796 options will expire shortly after the annual meeting;


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  •   25,770,879 options have been outstanding for less than six years with a weighted average price of $53.35 and a weighted average remaining term of 7.16 years;
 
  •   5,494,254 unvested restricted stock units are outstanding, of which 72,058 units will vest shortly after the annual meeting; and
 
  •   1,269,834 shares remain available for issuance under the 2007 Stock Compensation Plan.
 
However, no additional shares will be issued under the 2007 Stock Compensation Plan after the annual meeting if the 2009 Stock Compensation Plan is approved. A total of 1,826,137 cash-settled restricted stock units have been granted under the 2007 Stock Compensation Plan. They did not reduce the number of shares available for other awards.
 
Our common shares outstanding as of July 23, 2009, the record date for the annual meeting, was approximately 325,530,671 shares. The number of common shares outstanding as of the record date reflects reductions as a result of share repurchases from May through July.


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These excerpts taken from the GIS 10-K filed Jul 11, 2008.
EQUITY COMPENSATION PLAN INFORMATION
The following table provides certain information as of May 25, 2008 with respect to our equity compensation plans.
                       
              Number of
  
              Securities
  
              Remaining
  
              Available for
  
    Number of
         Future Issuance
  
    Securities to
         Under Equity
  
    be Issued upon
     Weighted-Average
   Compensation
  
    Exercise of
     Exercise Price of
   Plans (Excluding
  
    Outstanding Options,
     Outstanding Options,
   Securities Reflected
  
    Warrants and Rights
     Warrants and Rights
   in Column (a))
  
Plan Category   (a)     (b)(1)   (c)  
Equity compensation plans approved by security holders
    43,998,783 (2)   $ 46.39     10,310,361 (4)
Equity compensation plans not approved by security holders
    14,896,188 (3)   $ 42.63     –  
Total
    58,894,971     $ 45.35     10,310,361  
 
 

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(1) Weighted-average exercise prices identified in column (b) do not take into account restricted stock awards or units. Weighted-average term of outstanding options is 4.58 years.
 
(2) Includes 38,309,432 stock options, 5,150,669 restricted stock awards or units, and 538,682 restricted stock awards or units that have vested and been deferred. These awards were granted under the following active stockholder-approved plans: 2007 Stock Compensation Plan, 2006 Compensation Plan for Non-Employee Directors, and Executive Incentive Plan; and the following stockholder-approved plans which have been discontinued: 1990 Stock Plan for Non-Employee Directors, Stock Option and Long-Term Incentive Plan of 1993, 1995 Salary Replacement Stock Option Plan, 1996 Compensation Plan for Non-Employee Directors, 1998 Senior Management Stock Plan, 2001 Compensation Plan for Non-Employee Directors, 2003 Stock Compensation Plan, and 2005 Stock Compensation Plan. No future awards may be granted under any of the discontinued plans.
 
(3) Includes 14,711,793 stock options and 184,395 restricted stock awards or units that have vested and been deferred. These awards include stock options granted to a broad group of employees in fiscal 2000 and 2002, and grants in lieu of salary increases and certain other compensation and benefits. These awards were granted under our 1998 Employee Stock Plan, which provided for the issuance of stock options, restricted stock and restricted stock units to attract and retain employees, and to align their interests with those of stockholders. The 1998 Employee Stock Plan was discontinued in September 2003, and no future awards may be granted thereunder.
 
(4) Includes stock options, restricted stock, restricted stock units, and stock appreciation rights that may be awarded under our 2007 Stock Compensation Plan, which had 9,874,361 shares available for grant at fiscal year end. Also includes stock options and restricted stock units that may be awarded under our 2006 Compensation Plan for Non-Employee Directors, which had 436,000 shares available for grant at fiscal year end. Excludes shares that would be available under the Executive Incentive Plan, based on Company and individual performance subject to certain limits.
 
ITEM 13   Certain Relationships and Related Transactions, and Director Independence
The information set forth in the sections entitled “Board Independence and Composition” and “Certain Relationships and Related Transactions” contained in our definitive Proxy Statement for our 2008 Annual Meeting of Stockholders is incorporated herein by reference.
 
ITEM 14   Principal Accounting Fees and Services
The information contained in the section entitled “Independent Registered Public Accounting Firm Fees” in our definitive Proxy Statement for our 2008 Annual Meeting of Stockholders is incorporated herein by reference.

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EQUITY
COMPENSATION PLAN INFORMATION





The following table provides certain information as of
May 25, 2008 with respect to our equity compensation plans.




































































































































































































                       

 

 

 

 

 

 

 

Number of


 

 

 

 

 

 

 

 

Securities


 

 

 

 

 

 

 

 

Remaining


 

 

 

 

 

 

 

 

Available for


 

 

 

Number of


 

 

 

 

Future Issuance


 

 

 

Securities to


 

 

 

 

Under Equity


 

 

 

be Issued upon


 

 

Weighted-Average


 

Compensation


 

 

 

Exercise of


 

 

Exercise Price of


 

Plans (Excluding


 

 

 

Outstanding Options,


 

 

Outstanding Options,


 

Securities Reflected


 

 

 

Warrants and Rights


 

 

Warrants and Rights


 

in Column (a))


 

Plan Category

 

(a)

 

 

(b)(1)

 

(c)

 




Equity compensation plans approved by security holders


 

 

43,998,783

(2)


 

$

46.39

 

 

10,310,361

(4)



Equity compensation plans not approved by security holders


 

 

14,896,188

(3)


 

$

42.63

 

 

–

 




Total


 

 

58,894,971

 

 

$

45.35

 

 

10,310,361

 

 

 



















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(1)
Weighted-average exercise prices
identified in column (b) do not take into account
restricted stock awards or units. Weighted-average term of
outstanding options is 4.58 years.
 

(2)
Includes 38,309,432 stock options,
5,150,669 restricted stock awards or units, and 538,682
restricted stock awards or units that have vested and been
deferred. These awards were granted under the following active
stockholder-approved plans: 2007 Stock Compensation Plan, 2006
Compensation Plan for Non-Employee Directors, and Executive
Incentive Plan; and the following stockholder-approved plans
which have been discontinued: 1990 Stock Plan for Non-Employee
Directors, Stock Option and Long-Term Incentive Plan of 1993,
1995 Salary Replacement Stock Option Plan, 1996 Compensation
Plan for Non-Employee Directors, 1998 Senior Management Stock
Plan, 2001 Compensation Plan for Non-Employee Directors, 2003
Stock Compensation Plan, and 2005 Stock Compensation Plan. No
future awards may be granted under any of the discontinued plans.
 

(3)
Includes 14,711,793 stock options
and 184,395 restricted stock awards or units that have vested
and been deferred. These awards include stock options granted to
a broad group of employees in fiscal 2000 and 2002, and grants
in lieu of salary increases and certain other compensation and
benefits. These awards were granted under our 1998 Employee
Stock Plan, which provided for the issuance of stock options,
restricted stock and restricted stock units to attract and
retain employees, and to align their interests with those of
stockholders. The 1998 Employee Stock Plan was discontinued in
September 2003, and no future awards may be granted thereunder.
 

(4)
Includes stock options, restricted
stock, restricted stock units, and stock appreciation rights
that may be awarded under our 2007 Stock Compensation Plan,
which had 9,874,361 shares available for grant at fiscal
year end. Also includes stock options and restricted stock units
that may be awarded under our 2006 Compensation Plan for
Non-Employee Directors, which had 436,000 shares available
for grant at fiscal year end. Excludes shares that would be
available under the Executive Incentive Plan, based on Company
and individual performance subject to certain limits.


 

















ITEM 13  
Certain
Relationships and Related Transactions, and Director Independence






The information set forth in the sections entitled “Board
Independence and Composition” and “Certain
Relationships and Related Transactions” contained in our
definitive Proxy Statement for our 2008 Annual Meeting of
Stockholders is incorporated herein by reference.


 

















ITEM 14  
Principal
Accounting Fees and Services






The information contained in the section entitled
“Independent Registered Public Accounting Firm Fees”
in our definitive Proxy Statement for our 2008 Annual Meeting of
Stockholders is incorporated herein by reference.















80





Table of Contents



EXCERPTS ON THIS PAGE:

DEF 14A
Aug 10, 2009
10-K (2 sections)
Jul 11, 2008

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