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HAS » Topics » Equity Compensation Plan Information

This excerpt taken from the HAS DEF 14A filed Apr 6, 2009.
Equity Compensation Plan Information
 
                         
                Number of Securities
 		 
                Remaining Available for
 		 
    Number of Securities
 		          Future Issuance Under
 		 
    to be Issued Upon
 		    Weighted-Average
 		    Equity Compensation
 		 
    Exercise of Outstanding
 		    Exercise Price of
 		    Plans (Excluding
 		 
    Options, Warrants
 		    Outstanding Options,
 		    Securities Reflected
 		 
    and Rights
 		    Warrants and Rights
 		    in Column(a))
 		 
Plan Category
  (a)     (b)(3)     (c)  
 
Equity compensation plans approved by shareholders(1)
    12,881,464     $ 23.99       2,448,511 (4)
Equity compensation plans not approved by shareholders(2)
    794,444     $ 20.49       0 (5)
Total
    13,675,908     $ 23.76       2,448,511 (4)
 
 
(1) The only shareholder approved plan which was in effect as of December 28, 2008 was the Company’s Restated 2003 Stock Incentive Performance Plan (the “2003 Equity Plan”).
 
The 1995 Stock Incentive Performance Plan (the “1995 Plan”) expired on December 31, 2005 and the 2003 Stock Option Plan for Non-Employee Directors (the “2003 Director Plan”) was terminated effective as of December 31, 2005. The Company’s 1994 Stock Option Plan for Non-Employee Directors (the “1994 Plan”), which was also approved by the Company’s shareholders, was terminated effective May 14, 2003. Although no further awards may be made under the 1995 Plan, 2003 Director Plan or the 1994 Plan, awards outstanding under those plans as of the dates of their termination continue in effect in accordance with the terms of the applicable plan.
 
Included in shares which may be issued pursuant to outstanding awards are the target number of shares subject to outstanding contingent stock performance awards under the 2003 Equity Plan. The actual number of shares, if any, which will be issued pursuant to these awards may be higher or lower than this target number based upon the Company’s achievement of the applicable performance goals over the performance periods specified in these awards. Also included in shares to be issued pursuant to outstanding awards are shares granted to outside directors in May 2006, May 2007 and May 2008 (as part of the yearly equity grant to outside directors) to the extent that such directors deferred receipt of those shares until they retire from the Board.
 
(2) The Company’s last non-shareholder approved plan, namely the 1997 Employee Non-Qualified Stock Plan (the “1997 Plan”), expired on December 31, 2002 and no further awards may be made pursuant to the 1997 Plan, provided, however, that all awards outstanding under the 1997 Plan as of the date of its termination continued in effect in accordance with the terms of the plan.
 
(3) The weighted average exercise price of outstanding options, warrants and rights excludes restricted stock units and performance-based stock awards, which do not have an exercise price.
 
(4) Of these shares available for future grants, all of the shares could be issued as contingent stock performance awards, restricted stock, deferred restricted stock, or other stock awards under the 2003 Plan.
 
(5) The 1997 Plan expired on December 31, 2002 and no shares remain available for future grant under plans not approved by the shareholders. See Note (2) above.
 
1997 Employee Non-Qualified Stock Plan
 
Number of Shares Subject to 1997 Plan.  The 1997 Plan, prior to its termination on December 31, 2002, provided for the issuance of up to 18,000,000 shares of Common Stock pursuant to awards granted under the 1997 Plan.


64

 

Eligibility for Participation.  Any “Employee” of the Company, as the term Employee is defined in General Instruction A to Form S-8 promulgated by the Securities and Exchange Commission, was eligible to participate in the 1997 Plan.
 
Awards.  The 1997 Plan provided for the grant of: (1) non-qualified stock options; (2) stock appreciation rights (“SARs”); (3) stock awards, including restricted and unrestricted stock and deferred stock, and (4) cash awards that would constitute a “derivative security” for purposes of Rule 16b-6, as promulgated under the Securities Exchange Act of 1934, as amended (the “1934 Act”), if not awarded pursuant to a plan satisfying the provisions of Rule 16b-3.
 
Terms of Options.  The exercise price of stock options granted under the 1997 Plan could not be less than the fair market value of the Common Stock on the date of grant. Options granted under the 1997 Plan were generally made exercisable in yearly installments over three years. The terms of options granted under the 1997 Plan were ten years.
 
Change in Control.  The 1997 Plan provided that immediately upon certain events constituting a Change in Control all awards become 100% vested and payable in cash as soon as practicable after the Change in Control.


65

 

 
This excerpt taken from the HAS DEF 14A filed Apr 8, 2008.
Equity Compensation Plan Information
 
                         
                Number of Securities
 		 
                Remaining Available for
 		 
    Number of Securities
 		          Future Issuance Under
 		 
    to be Issued Upon
 		    Weighted-Average
 		    Equity Compensation
 		 
    Exercise of Outstanding
 		    Exercise Price of
 		    Plans (Excluding
 		 
    Options, Warrants
 		    Outstanding Options,
 		    Securities Reflected
 		 
    and Rights
 		    Warrants and Rights
 		    in Column(a))
 		 
Plan Category
  (a)     (b)(3)     (c)  
 
Equity compensation plans approved by shareholders(1)
    13,713,465     $ 21.85       6,180,868 (4)
Equity compensation plans not approved by shareholders(2)
    2,080,394 (5)   $ 22.95       0 (6)
Total
    15,793,859     $ 22.01       6,180,868 (4)
 
 
(1) The only shareholder approved plan which was in effect as of December 30, 2007 was the Company’s 2003 Stock Incentive Performance Plan (the “2003 Equity Plan”).
 
The 1995 Stock Incentive Performance Plan (the “1995 Plan”) expired on December 31, 2005 and the 2003 Stock Option Plan for Non-Employee Directors (the “2003 Director Plan”) was terminated effective as of December 31, 2005. The Company’s 1994 Stock Option Plan for Non-Employee Directors (the “1994 Plan”), which was also approved by the Company’s shareholders, was terminated effective May 14, 2003. Although no further awards may be made under the 1995 Plan, 2003 Director Plan or the 1994 Plan, awards outstanding under those plans as of the dates of their termination continue in effect in accordance with the terms of the applicable plan.
 
Included in shares which may be issued pursuant to outstanding awards are the target number of shares subject to outstanding contingent stock performance awards under the 2003 Equity Plan. The actual number of shares, if any, which will be issued pursuant to these awards may be higher or lower than this target number based upon the Company’s achievement of the applicable performance goals over the performance periods specified in these awards.
 
Also included in shares to be issued pursuant to outstanding awards are shares granted to outside directors in May 2006 and May 2007 (as part of the yearly equity grant to outside directors) to the extent that such directors deferred receipt of those shares until they retire from the Board.
 
(2) The Company’s last non-shareholder approved plan, namely the 1997 Employee Non-Qualified Stock Plan (the “1997 Plan”), expired on December 31, 2002 and no further awards may be made pursuant to the 1997 Plan, provided, however, that all awards outstanding under the 1997 Plan as of the date of its termination continued in effect in accordance with the terms of the plan.
 
(3) The weighted average exercise price of outstanding options, warrants and rights excludes restricted stock units and performance-based stock awards, which do not have an exercise price.
 
(4) Of these shares available for future grants, 4,732,342 shares could be issued as contingent stock performance awards, restricted stock or deferred restricted stock, or other stock awards under the 2003 Plan.
 
(5) Includes 30,829 shares issuable pursuant to outstanding deferred restricted stock units.
 
(6) The 1997 Plan expired on December 31, 2002 and no shares remain available for future grant under plans not approved by the shareholders. See Note (2) above.
 
1997 Employee Non-Qualified Stock Plan
 
Number of Shares Subject to 1997 Plan.  The 1997 Plan, prior to its termination on December 31, 2002, provided for the issuance of up to 18,000,000 shares of Common Stock pursuant to awards granted under the 1997 Plan.


51

Table of Contents

Eligibility for Participation.  Any “Employee” of the Company, as the term Employee is defined in General Instruction A to Form S-8 promulgated by the Securities and Exchange Commission, was eligible to participate in the 1997 Plan.
 
Awards.  The 1997 Plan provided for the grant of: (1) non-qualified stock options; (2) stock appreciation rights (“SARs”); (3) stock awards, including restricted and unrestricted stock and deferred stock, and (4) cash awards that would constitute a “derivative security” for purposes of Rule 16b-6, as promulgated under the Securities Exchange Act of 1934, as amended (the “1934 Act”), if not awarded pursuant to a plan satisfying the provisions of Rule 16b-3.
 
Terms of Options.  The exercise price of stock options granted under the 1997 Plan could not be less than the fair market value of the Common Stock on the date of grant. Options granted under the 1997 Plan were generally made exercisable in yearly installments over three years. The terms of options granted under the 1997 Plan were ten years.
 
Change in Control.  The 1997 Plan provided that immediately upon certain events constituting a Change in Control all awards become 100% vested and payable in cash as soon as practicable after the Change in Control.


52

Table of Contents

 
This excerpt taken from the HAS DEF 14A filed Apr 16, 2007.
Equity Compensation Plan Information
 
                         
                Number of Securities
 		 
                Remaining Available for
 		 
    Number of Securities
 		          Future Issuance Under
 		 
    to be Issued Upon
 		    Weighted-Average
 		    Equity Compensation
 		 
    Exercise of Outstanding
 		    Exercise Price of
 		    Plans (Excluding
 		 
    Options, Warrants
 		    Outstanding Options,
 		    Securities Reflected
 		 
    and Rights
 		    Warrants and Rights
 		    in Column(a))
 		 
Plan Category
  (a)     (b)(3)     (c)  
 
Equity compensation plans approved by shareholders(1)
    14,450,664     $ 19.32       1,147,344 (4)
Equity compensation plans not approved by shareholders(2)
    3,692,740 (5)     21.17       0 (6)
Total
    18,143,404       19.71       1,147,344 (4)
 
 
(1) The only shareholder approved plan which was in effect as of December 31, 2006 was the Company’s 2003 Stock Incentive Performance Plan (the “2003 Equity Plan”).
 
The 1995 Stock Incentive Performance Plan (the “1995 Plan”) expired on December 31, 2005 and the 2003 Stock Option Plan for Non-Employee Directors (the “2003 Director Plan”) was terminated effective as of December 31, 2005. The Company’s 1994 Stock Option Plan for Non-Employee Directors (the “1994 Plan”), which was also approved by the Company’s shareholders, was terminated effective May 14, 2003. Although no further awards may be made under the 1995 Plan, 2003 Director Plan or the 1994 Plan, awards outstanding under those plans as of the dates of their termination continue in effect in accordance with the terms of the applicable plan.
 
Included in shares which may be issued pursuant to outstanding awards are the target number of shares subject to outstanding contingent stock performance awards under the 2003 Equity Plan. The actual number of shares, if any, which will be issued pursuant to these awards may be higher or lower than this target number based upon the Company’s achievement of the applicable performance goals over the performance periods specified in these awards.
 
Also includes shares granted to outside directors in May 2006 to the extent that such directors deferred receipt of those shares until they retire from the Board.
 
(2) The Company’s last non-shareholder approved plan, namely the 1997 Employee Non-Qualified Stock Plan (the “1997 Plan”), expired on December 31, 2002 and no further awards may be made pursuant to the 1997 Plan, provided, however, that all awards outstanding under the 1997 Plan as of the date of its termination continued in effect in accordance with the terms of the plan.
 
(3) The weighted average exercise price of outstanding options, warrants and rights excludes restricted stock units and performance-based stock awards, which do not have an exercise price.
 
(4) All of these available shares could be issued as restricted stock or deferred restricted stock under the 2003 Plan.
 
(5) Includes 30,829 shares issuable pursuant to outstanding deferred restricted stock units.
 
(6) The 1997 Plan expired on December 31, 2002 and no shares remain available for future grant under plans not approved by the shareholders. See Note (2) above.
 
1997 Employee Non-Qualified Stock Plan
 
Number of Shares Subject to 1997 Plan.  The 1997 Plan, prior to its termination on December 31, 2002, provided for the issuance of up to 18,000,000 shares of Common Stock pursuant to awards granted under the 1997 Plan.


56

Table of Contents

 
Eligibility for Participation.  Any “Employee” of the Company, as the term Employee is defined in General Instruction A to Form S-8 promulgated by the Securities and Exchange Commission, was eligible to participate in the 1997 Plan.
 
Awards.  The 1997 Plan provided for the grant of: (1) non-qualified stock options; (2) stock appreciation rights (“SARs”); (3) stock awards, including restricted and unrestricted stock and deferred stock, and (4) cash awards that would constitute a “derivative security” for purposes of Rule 16b-6, as promulgated under the Securities Exchange Act of 1934, as amended (the “1934 Act”), if not awarded pursuant to a plan satisfying the provisions of Rule 16b-3.
 
Terms of Options.  The exercise price of stock options granted under the 1997 Plan could not be less than the fair market value of the Common Stock on the date of grant. Options granted under the 1997 Plan were generally made exercisable in yearly installments over three years. The terms of options granted under the 1997 Plan were ten years.
 
Change in Control.  The 1997 Plan provided that immediately upon certain events constituting a Change in Control all awards become 100% vested and payable in cash as soon as practicable after the Change in Control.


57

Table of Contents

 
This excerpt taken from the HAS DEF 14A filed Apr 17, 2006.
Equity Compensation Plan Information
 
                         
                Number of Securities
 		 
                Remaining Available For
 		 
    Number of Securities
 		          Future Issuance Under
 		 
    to be Issued Upon
 		    Weighted-Average
 		    Equity Compensation
 		 
    Exercise of Outstanding
 		    Exercise Price of
 		    Plans (Excluding
 		 
    Options, Warrants
 		    Outstanding Options,
 		    Securities Reflected
 		 
    and Rights
 		    Warrants and Rights
 		    in Column(a))
 		 
Plan Category
  (a)     (b)(3)     (c)  
 
Equity compensation plans approved by shareholders(1)
    12,779,824 (4)   $ 19.31       5,204,980 (5)
Equity compensation plans not approved by shareholders(2)
    7,703,658 (6)     18.61       0 (7)
Total
    20,483,482       19.04       5,204,980 (5)
 
 
(1) The shareholder approved plans which were in effect as of December 25, 2005 were the Company’s 2003 Stock Incentive Performance Plan (the “2003 Equity Plan”), 1995 Stock Incentive Performance Plan (the “1995 Plan”) and 2003 Stock Option Plan for Non-Employee Directors (“2003 Director Plan”). However, the 1995 Plan expired on December 31, 2005 and the 2003 Director Plan was terminated effective as of December 31, 2005. As such, as of January 1, 2006, the only equity compensation plan which remains in effect for the Company is the 2003 Equity Plan. The Company’s 1994 Stock Option Plan for Non-Employee Directors (the “1994 Plan”), which was also approved by the Company’s shareholders, was terminated effective May 14, 2003. Although no further awards may be made under the 1995 Plan, 2003 Director Plan or the 1994 Plan, awards outstanding under those plans as of the dates of their termination continue in effect in accordance with the terms of the applicable plan.
 
(2) The Company’s last non-shareholder approved plan, namely the 1997 Employee Non-Qualified Stock Plan (the “1997 Plan”), expired on December 31, 2002 and no further awards may be made pursuant to the 1997 Plan, provided, however, that all awards outstanding under the 1997 Plan as of the date of its termination continued in effect in accordance with the terms of the plan.
 
(3) The weighted average exercise price of outstanding options, warrants and rights excludes restricted stock units and performance-based stock units.
 
(4) Includes 10,000 shares issuable pursuant to deferred restricted stock units.
 
(5) Of these available shares, up to 196,499 shares and 3,500,000 shares, respectively, could be issued as restricted stock or deferred restricted stock under the 1995 Plan and the 2003 Plan.
 
(6) Includes 30,829 shares issuable pursuant to deferred restricted stock units.
 
(7) The 1997 Plan expired on December 31, 2002 and no shares remain available for future grant under plans not approved by the shareholders. See Note (2) above.
 
1997 Employee Non-Qualified Stock Plan
 
Number of Shares Subject to 1997 Plan.  The 1997 Plan, prior to its termination on December 31, 2002, provided for the issuance of up to 18,000,000 shares of Common Stock pursuant to awards granted under the 1997 Plan.
 
Eligibility for Participation.  Any “Employee” of the Company, as the term Employee is defined in General Instruction A to Form S-8 promulgated by the Securities and Exchange Commission, was eligible to participate in the 1997 Plan.


31

Table of Contents

Awards.  The 1997 Plan provided for the grant of: (1) non-qualified stock options; (2) stock appreciation rights (“SARs”); (3) stock awards, including restricted and unrestricted stock and deferred stock, and (4) cash awards that would constitute a “derivative security” for purposes of Rule 16b-6, as promulgated under the Securities Exchange Act of 1934, as amended (the “1934 Act”), if not awarded pursuant to a plan satisfying the provisions of Rule 16b-3.
 
Terms of Options.  The exercise price of stock options granted under the 1997 Plan could not be less than the fair market value of the Common Stock on the date of grant. Options granted under the 1997 Plan were generally made exercisable in yearly installments over three years. The terms of options granted under the 1997 Plan were ten years.
 
Change in Control.  The 1997 Plan provided that immediately upon certain events constituting a Change in Control all awards become 100% vested and payable in cash or shares of the Company’s Common Stock as soon as practicable after the Change in Control.


32

Table of Contents

 

EXCERPTS ON THIS PAGE:

DEF 14A
Apr 6, 2009
DEF 14A
Apr 8, 2008
DEF 14A
Apr 16, 2007
DEF 14A
Apr 17, 2006

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