LXK » Topics » Stock Options

This excerpt taken from the LXK DEF 14A filed Mar 6, 2009.
Stock Options
The Committee may grant non-qualified options and/or options qualifying as incentive stock options (“ISOs”) under the Internal Revenue Code. ISOs and non-qualified stock options may be granted for such number of shares as the Committee shall determine, subject to the individual limit described below. The option price of either a non-qualified stock option or an ISO will not be less than the fair market value of the underlying Common Stock on the date of grant. To exercise an option, the grantee may pay the option price in cash, or, if permitted by the Committee, by delivering other shares of Qualifying Common Stock (as defined in the Plan) owned by the grantee. If provided by the Committee at or after the date of grant, a grantee who delivers previously-owned shares of Common Stock to exercise an option, will automatically be granted options for a number of shares of Common Stock equal to the number of shares so delivered, with an option price not less than the fair market value of the underlying Common Stock on the date of such delivery (a “Reload Option”). The Company discontinued granting options with rights to Reload Options for awards beginning in 2004.
The term of each option will be fixed by the Committee but may not exceed ten years from the date of grant. Options will become exercisable at such time or times as may be determined by the Committee. In addition to the current prohibition in the Plan that the Committee may not amend the terms of any option or SAR to reduce the exercise rice, the Committee is also prohibited, without first securing the approval of stockholders, from canceling any outstanding option or SAR and granting a new option or SAR with a lower exercise price or another incentive


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award under the Plan, such that the effect would be the same as reducing the option or SAR exercise price. Subject to adjustments permitted under the Plan, individuals may not receive more than 3,000,000 stock-options (or SARs) over any consecutive five-year period. In addition, no more than 4,000,000 shares of Common Stock, in total, may be issued pursuant to ISOs.
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