HAS » Topics » PROPOSAL TO APPROVE AMENDMENTS TO THE RESTATED 2003 STOCK INCENTIVE PERFORMANCE PLAN (Proposal No. 2)

This excerpt taken from the HAS DEF 14A filed Apr 6, 2009.
PROPOSAL TO APPROVE AMENDMENTS TO THE
RESTATED 2003 STOCK INCENTIVE PERFORMANCE PLAN

(Proposal No. 2)
 
On February 5, 2009, the Company’s Board adopted a restatement of the Company’s 2003 Stock Incentive Performance Plan, incorporating all prior amendments into a single plan document, and further adopted, subject to shareholder approval, the First Amendment to the Company’s Restated 2003 Stock Incentive Performance Plan, which amendment is attached to this proxy statement as Appendix C. The Board further directed that the First Amendment be submitted to the shareholders of the Company for their consideration. The First Amendment effects amendments (collectively the “Amendments”) to the Company’s Restated 2003 Stock Incentive Performance Plan (the “2003 Plan”) which are described in the following paragraph. The Board unanimously recommends that the shareholders approve the Amendments.
 
The Amendments:
 
  •  increase the maximum number of total shares of stock that may be delivered pursuant to all awards under the 2003 Plan by 6,000,000 shares;
 
  •  reduce the total number of shares of stock that may be delivered pursuant to awards, other than stock options or stock appreciation rights (“SARS”), over the lifetime of the Plan from the current limit of 6,500,000 shares, to a new lower limit of 4,090,000 shares;
 
  •  extend the expiration date of the 2003 Plan from December 31, 2010 to December 31, 2013;
 
  •  eliminate references to being able to pay the exercise price of awards by delivery of a promissory note; and
 
  •  add a limitation to the 2003 Plan providing that no cash dividends, or amounts in lieu of cash dividends, may be paid or accrued with respect to awards subject to outstanding performance criteria (other than time vesting criteria).
 
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