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This excerpt taken from the HAS DEF 14A filed Apr 6, 2009. Purpose
of the Amendments
The 2003 Plan is designed to advance the interests of the
Company and to increase shareholder value by providing key
employees and directors of the Company, or its affiliates, with
a proprietary interest in the growth and performance of the
Company, and to provide incentives for such individuals to
continue their service with the Company or its affiliates.
The Board believes that having an adequate ability to provide
selected employees and directors of the Company with equity
awards is critical if the Company is to continue to attract and
retain qualified individuals who can make significant
contributions to the performance of the Company, and that such
awards help align the interests of those individuals with the
interests of the shareholders of the Company in enhancing the
value of the Common Stock and improving the Company’s
performance.
By way of updating the information, regarding outstanding awards
under both the 2003 Plan and the Company’s former equity
compensation plans, which the Company reported in its Annual
Report on
Form 10-K
for the year ended December 28, 2008, from January 1,
2009 through March 1, 2009 the Company granted contingent
stock performance awards under the 2003 Plan for
514,069 shares of Common Stock (reflecting such awards at
their target number of shares). This comprised the annual grant
for fiscal 2009 of contingent stock performance awards. In
addition, from January 1, 2009 through March 1, 2009,
there were stock options, contingent stock performance awards
and other awards outstanding under the 2003 Plan and former
equity plans that vested, were earned, were exercised, expired
or were forfeited. Thus, as of March 1, 2009 for the
Company:
As such, if the Amendments are not approved, the Company will
not have sufficient shares to make even one more year’s
worth of equity grants, assuming grant practices consistent with
prior years under the 2003 Plan. The 2003 Plan is the only plan
the Company has in place which provides for the grant of equity
awards to employees and directors.
If the Amendments are approved:
To control the expense to the Company and its stockholders of
awards that may be made under the 2003 Plan in the future, the
Amendments actually reduce the total number of Full-Value Awards
which may be made under the 2003 Plan in the future. The
Amendments reduce the aggregate number of shares that may be
issued pursuant to Full-Value Awards under the 2003 Plan from
the current limit of 6,500,000, to a significantly lower limit
of 4,090,000. Through March 1, 2009, the Company has
granted Full-Value Awards under the Plan covering approximately
2,543,567 shares. For purposes of this computation, the
Company includes outstanding contingent stock performance awards
at the target number of shares subject to such awards. As such,
after the Amendents are approved, only approximately
1,546,433 shares will be available for future Full-Value
Awards to be made under the 2003 Plan (again, assuming that the
outstanding contingent stock performance awards are ultimately
earned at their target level).
The Board believes that approval of the Amendments, making
additional shares available for future awards under the 2003
Plan, reducing the number of shares which are available for
Full-Value Awards under the 2003 Plan, extending the term of the
2003 Plan and effecting certain other changes in the 2003 Plan,
is critical to allow the Company to continue to attract and
retain qualified individuals who can contribute to the
Company’s performance.
For the reasons set forth above, the Board adopted the
Amendments and unanimously recommends approval of the Amendments
by the shareholders of the Company.
This excerpt taken from the HAS DEF 14A filed Apr 16, 2007. Purpose
of the Amendments
The 2003 Plan is designed to advance the interests of the
Company and to increase shareholder value by providing key
employees and directors of the Company, or its affiliates, with
a proprietary interest in the growth and performance of the
Company, and to provide incentives for such individuals to
continue their service with the Company or its affiliates.
The Board believes that having an adequate ability to provide
selected employees of the Company and directors with equity
awards is critical if the Company is to continue to attract and
retain qualified individuals who can make significant
contributions to the performance of the Company, and that such
awards help align the interests of those individuals with the
shareholders of the Company in enhancing the value of the Common
Stock and improving the Company’s performance.
As of March 31, 2007, excluding the additional authorized
shares which the Company is asking shareholders to add to the
2003 Plan pursuant to the Amendments, there were only
approximately 651,721 shares remaining available for future
awards under the 2003 Plan. As such, if the Amendments are not
approved the Company will not have sufficient shares to make
even one more year’s worth of equity grants, assuming grant
practices consistent with prior years under the 2003 Plan. The
2003 Plan is the only plan the Company currently has in place
which provides for the grant of equity awards to employees and
directors.
The Board believes that approval of the Amendments, making
additional shares available for future awards under the 2003
Plan, extending the term of the 2003 Plan and effecting certain
other changes in the 2003 Plan, is critical to allow the Company
to continue to attract and retain qualified individuals who can
contribute to the Company’s performance.
For the reasons set forth above, the Board adopted the
Amendments and unanimously recommends approval of the Amendments
by the shareholders of the Company.
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