MOLX » Topics » Long-Term Incentive Grant Practices

This excerpt taken from the MOLX DEF 14A filed Sep 10, 2007.

Long-Term Incentive Grant Practices

As previously disclosed, we undertook a voluntary internal review of our past practices related to grants of stock options. As a result of our preliminary review, a Special Committee of independent directors was formed to commence an investigation of our stock option granting practices. We announced that the Special Committee concluded that the dates of stock option and restricted stock grants to executive officers in a number of instances differed from the dates such grants were approved by the Compensation Committee such that the exercise price on the stated grant date was lower than the exercise price on the approval date.

 

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We also previously announced that our executive officers agreed to repay their portion of the $685,000 in total gains realized by them as a result of the misdating and also agreed to increase the exercise prices of their unexercised options so that there would be no future gain due to misdating of grants, all of which has occurred.

We have improved and strengthened our procedures, processes and systems relating to our stock option program to provide appropriate safeguards and greater internal control over the stock option granting and administration function. One important improvement is that we have formalized and documented stock option granting procedures approved by the Compensation Committee and the Board which set August 15 (or the next trading day if markets are closed on August 15) as the date for annual grants to executive officers.

Under the new grant procedures, management recommends to the Compensation Committee equity award grant levels for the executive officers. The grants are then reviewed and approved by the Compensation Committee with an effective grant date of August 15th. The Compensation Committee approves these grants either at a meeting in advance of August 15th or on August 15th.

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