This excerpt taken from the MRVL DEF 14A filed Sep 14, 2007.
The following is a summary of the principal features of the 2007 Director Plan and its operation. The 2007 Director Plan was adopted by our board of directors on September 6, 2007 and was effective on such date, subject to approval by the shareholders of the company within 12 months of its adoption. As of the date of this proxy, such shareholder approval had not been obtained. The summary is qualified in its entirety by reference to the 2007 Director Plan itself set forth in Appendix A.
The 2007 Director Plan provides for the grant of the following types of awards: (i) stock options; (ii) stock appreciation rights; (iii) restricted stock; (iv) restricted stock units; and (v) performance units/shares. Each of these is referred to individually as an Award. Members of the board of directors who are not employees of the company (Outside Directors) are eligible to receive Awards under the 2007 Director Plan. Currently, we have four Outside Directors who would be eligible to participate in the Director Plan. With the decision of Douglas King not to stand for reelection, following the annual general meeting we will have three Outside Directors.
Number of Common Shares Available Under the 2007 Director Plan
The board of directors has reserved 750,000 common shares for issuance under the 2007 Director Plan. The shares may be authorized, but unissued, or reacquired common shares. As of the date of this proxy statement, no Awards have been granted under the Director Plan.
If an Award expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an exchange program, or, with respect to performance shares, performance units, restricted stock, or restricted stock units, is forfeited to or repurchased by the company due to its failure to vest, the unpurchased shares (or for awards other than options and stock appreciation rights, the forfeited or repurchased shares) which were subject thereto will become available for future grant or sale under the 2007 Director Plan. Shares that have actually been issued under the 2007 Director Plan under any Award will not be returned to the 2007 Director Plan and will not become available for future distribution under the 2007 Director Plan; provided, however, that if shares issued pursuant to Awards are repurchased by the company or are forfeited to the company due to their failure to vest, such shares will become available for future grant under the 2007 Director Plan as described above. Shares used to pay the exercise price of an Award or used to satisfy tax withholding obligations will not become available for future grant or sale under the 2007 Director Plan. To the extent an Award is paid out in cash rather than common shares, such cash payment will not reduce the number of shares available for issuance under the 2007 Director Plan.
If the company declares a dividend or other distribution, or engages in a recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of shares or other securities of the company, or other change in the corporate structure of the company affecting the companys common shares occurs, the Administrator (as defined below) will adjust the number, class, and price of shares covered by each outstanding Award.
Administration of the 2007 Director Plan
The board of directors, or a committee of directors or of other individuals satisfying applicable laws and appointed by the board of directors (the Administrator), will administer the 2007 Director Plan. Subject to the terms of the 2007 Director Plan, the Administrator has the sole discretion to determine the terms and conditions of Awards, to interpret the provisions of the 2007 Director Plan and outstanding Awards, and to accelerate the vesting of Awards previously granted to Outside Directors who will not stand for reelection. The Administrator may institute an exchange program, whereby Awards are exchanged for cash and/or different Awards, or whereby the exercise price of an Award is reduced, only with the approval of the shareholders.
Grants of Awards Under the 2007 Director Plan
No person will have discretion to select which Outside Directors will be granted Awards under the 2007 Director Plan. Options granted pursuant to the 2007 Director Plan will be nonstatutory stock options.