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HAS » Topics » Key Features of the 2003 Plan, Incorporating the Amendments

This excerpt taken from the HAS DEF 14A filed Apr 6, 2009.
Key Features of the 2003 Plan, Incorporating the Amendments
 
Some of the key features of the 2003 Plan, as amended by the Amendments, are:
 
  •  a prohibition against repricing stock options without shareholder approval;
 
  •  a prohibition against granting stock options at an exercise price less than fair market value;
 
  •  limits on awards that can be made to any individual in any calendar year;
 
  •  no more than 4,090,000 of the total shares authorized for issuance under the 2003 Plan may be used for Full-Value Awards;
 
  •  the total shares available for future awards pursuant to the 2003 Plan, including the additional shares provided by the Amendments, constitute only approximately 5.7% of the outstanding Common Stock as of March 1, 2009;
 
  •  immediately following approval of the Amendments, the total shares authorized for issuance under the 2003 Plan, including shares previously granted or subject to currently outstanding awards under the 2003 Plan, added together with all shares of Common Stock subject to outstanding awards under the Company’s previous equity incentive plans, will not exceed 17.1% of the Company’s diluted outstanding number of shares on March 1, 2009 (computed by adding the number of outstanding shares of Common Stock on such


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  date with the number of shares then issuable pursuant to all of the Company’s prior and current equity compensation plans);
 
  •  the 2003 Plan does not allow liberal share counting, such that (A) shares of Common Stock tendered in payment of an award’s exercise price, shares withheld to pay taxes, and shares purchased by the Company using proceeds from awards will not increase the total number of remaining shares authorized to be delivered pursuant to awards under the 2003 Plan and (B) the gross number of shares covered by SARS, as opposed to only the net number actually delivered upon settlement, count against the shares remaining available for grant under the plan;
 
  •  stock options granted under the 2003 Plan must vest over a period of not less than three years, subject to limited exceptions set forth in the plan; and
 
  •  no award under the 2003 Plan can be outstanding for more than ten years.
 
This excerpt taken from the HAS DEF 14A filed Apr 16, 2007.
Key Features of the 2003 Plan, Incorporating the Amendments
 
Some of the key features of the 2003 Plan, as amended by the Amendments, are:
 
  •  a prohibition against repricing stock options without shareholder approval;


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Table of Contents

 
  •  a prohibition against granting stock options at an exercise price less than fair market value;
 
  •  limits on awards that can be made to any individual in any calendar year;
 
  •  no more than 6,500,000 of the total shares authorized for issuance under the 2003 Plan may be used for stock grants;
 
  •  the total shares available for future awards pursuant to the 2003 Plan, including the additional shares provided by the Amendments, constitute only approximately 5% of the outstanding Common Stock as of the record date for the Meeting;
 
  •  immediately following approval of the Amendments, the total shares authorized for issuance under the 2003 Plan, including shares previously granted or subject to currently outstanding awards under the 2003 Plan, added together with all shares of Common Stock subject to outstanding awards under the Company’s previous equity incentive plans, will constitute only approximately 13.4% of the Company’s diluted outstanding number of shares on the record date (computed by adding the number of outstanding shares of Common Stock on such date with the number of shares then issuable pursuant to all of the Company’s prior and current equity compensation plans);
 
  •  stock options granted under the 2003 Plan must vest over a period of not less than three years, subject to limited exceptions set forth in the plan; and
 
  •  no award under the 2003 Plan can be outstanding for more than ten years.
 

EXCERPTS ON THIS PAGE:

DEF 14A
Apr 6, 2009
DEF 14A
Apr 16, 2007

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