This excerpt taken from the MTX DEF 14A filed Apr 6, 2009.
The Company established the 2001 Stock Award and Incentive Plan (as amended and restated as of December 20, 2005, the Current Plan), to enhance its ability to link pay to performance. The Board of Directors and the Compensation Committee (the Committee) believe that attracting and retaining executives and other key employees of high quality has been and will continue to be essential to the Companys growth and success. To this end, a comprehensive compensation program which includes different types of incentives for motivating employees and rewards for outstanding service can contribute to the Companys future success. In particular, the Company utilizes stock options and stock-related awards as an important element of compensation for executives and other employees, because such awards enable them to acquire or increase their proprietary interest in the Company, thereby promoting a closer identity of interests between them and the Companys shareholders. In addition, annual incentive awards and other performance-based awards provide incentives for achieving specific performance objectives.
When initially adopted in 2001, approximately 1.5 million shares of common stock were reserved and available for issuance under the Current Plan. In view of the aggregate number of awards granted under the Current Plan since its initial adoption in 2001, only approximately 220,000 shares currently remain available for issuance under the Current Plan. As a result, the Committee will be increasingly constrained in its ability to grant further equity awards under the Current Plan absent an increase in the number of shares reserved and available for issuance thereunder. The Committee is therefore submitting to the stockholders for approval an amended and restated version of the Current Plan (the Amended Plan) to increase the total number of shares of common stock reserved and available for issuance thereunder by 800,000 shares. The Committee and Board of Directors believe that the approval of this Amended Plan is essential to further the long-term stability and financial success of the Company by attracting, motivating, and retaining qualified employees through the use of equity-based incentives. The Board of Directors and the Committee therefore view the adoption of the Amended Plan as a key part of the Companys overall compensation program. Each of the Board of Directors and the Committee has unanimously approved the proposed Amended Plan, determined that it is in the best interests of the Company and its stockholders, authorized the adoption thereof by the Company, subject to receipt of stockholder approval, and recommended that stockholders vote in favor of the ratification of the adoption of the Amended Plan. If the ratification of the Amended Plan is not approved by a majority of the votes cast at the Annual Meeting of Stockholders, the Current Plan will instead remain in effect.