MHP » Topics » 2008 Equity Compensation Plan Information
This excerpt taken from the MHP DEF 14A filed Mar 20, 2009.
Compensation Plan Information
Number of shares to be issued upon exercise of outstanding options,
warrants and rights
Weighted-average exercise price of outstanding options, warrants and
Number of shares remaining available for future issuance under equity compensation plans (excluding shares reflected in column (a))
Equity compensation plans approved by shareholders
Equity compensation plans not approved by shareholders
Included in this number are 32,469,495 shares to be issued upon exercise of outstanding options under the Companys Stock Incentive Plans and 251,941 deferred units already credited but
to be issued under the Director Deferred Stock Ownership Plan.
Included in this number are 304,490 shares reserved for issuance under the Director Deferred Stock Ownership Plan. The remaining 20,525,617 shares are reserved for issuance under the 2002
Stock Incentive Plan (the 2002 Plan) for Performance Stock, Restricted Stock, Other Stock-Based Awards, Stock Options and Stock Appreciation Rights (SARs).
Under the terms of the 2002 Plan, shares subject to an award (other than a stock option, SAR, or dividend equivalent) or shares paid in settlement of a dividend equivalent
reduce the number of shares available under the 2002 Plan by one share for each such share granted or paid; shares subject to a stock option or SAR reduce the number of shares available under the 2002 Plan by one-third of a share for each such share
granted. The 2002 Plan stipulates that in no case, as a result of such share counting, may more than 19,000,000 shares of stock be issued thereunder. Accordingly, for purposes of setting forth the figures in this column, the base figure from which
issuances of stock awards are deducted, is deemed to be 19,000,000 shares for the 2002 Plan plus shares reserved for grant immediately prior to the amendments to the
2002 Plan of April 28, 2004.
The 2002 Plan is also governed by certain share recapture provisions. The aggregate number of shares of stock available under the 2002 Plan for issuance are increased by the number of shares
of stock granted as an award under the 2002 Plan or 1993 Employee Stock Incentive Plan (the 1993 Plan) (other than stock option, SAR or 1993 Plan stock option awards) or by one-third of the number of shares of stock in the case of stock
option, SAR or 1993 Plan stock option awards that are, in each case: forfeited, settled in cash or property other than stock, or otherwise not distributable under an award under the Plan; tendered or withheld to pay the exercise or purchase price of
an award under the 2002 or 1993 Plans or to satisfy applicable wage or other required tax withholding in connection with the exercise, vesting or payment of, or other event related to, an award under the 2002 or 1993 Plan; or repurchased by the
Company with the option proceeds in respect of the exercise of a stock option under the 2002 or 1993 Plans.