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This excerpt taken from the NUAN DEF 14A filed Dec 18, 2009. General
The 1995 ESPP is intended to qualify under the provisions of
Section 423 of the Code, is not a qualified deferred
compensation plan under Section 401(a) of the Code, and is
not subject to the provisions of ERISA. A total of
6,000,000 shares are currently authorized to be issued
under the 1995 ESPP. As of September 30, 2009, a total of
4,434,873 shares had been issued to employees under the
1995 ESPP, and 1,565,127 shares remained available for
future issuance. The average per share issuance price for shares
purchased by employees under the 1995 ESPP to date is
approximately $7.30. As of September 30, 2009,
approximately 2,542 employees in the US and Canada were
eligible to participate in the 1995 ESPP.
This excerpt taken from the NUAN DEF 14A filed Jan 2, 2009. General
The purpose of the 2000 Plan is to attract and retain the best
available personnel for positions of substantial responsibility
with the Company, to provide additional incentive to the
employees, directors and consultants of the Company and
employees and consultants of its parent and subsidiary companies
and to promote the success of the Company’s business. The
2000 Plan authorizes the Board of Directors or one or more of
its committees to grant stock options, restricted stock units,
rights to purchase restricted stock and stock appreciation
rights (each an “Award”).
This excerpt taken from the NUAN DEF 14A filed Apr 4, 2008. General
The 1995 ESPP is intended to qualify under the provisions of
Section 423 of the Code, is not a qualified deferred
compensation plan under Section 401(a) of the Code, and is
not subject to the provisions of ERISA. A total of
3,000,000 shares are currently authorized to be issued
under the 1995 ESPP. As of February 16, 2008, a total of
2,914,068 shares had been issued to employees under the
1995 ESPP, and 85,932 shares remained available for future
issuance. The average per share issuance price for shares
purchased by employees under the 1995 ESPP to date is
approximately $5.9745. As of January 31, 2008,
approximately 2,172 employees were eligible to participate in
the 1995 ESPP.
This excerpt taken from the NUAN DEF 14A filed Feb 26, 2007. General
The purpose of the 2000 Plan is to attract and retain the best
available personnel for positions of substantial responsibility
with the Company, to provide additional incentive to the
employees, directors and consultants of the Company and
employees and consultants of its parent and subsidiary companies
and to promote the success of the Company’s business. The
2000 Plan authorizes the Board of Directors or one or more of
its committees to grant stock options, restricted stock units,
rights to purchase restricted stock and stock appreciation
rights (each an “Award”).
Table of Contents
This excerpt taken from the NUAN DEF 14A filed Feb 17, 2006. General
The 1995 ESPP is intended to qualify under the provisions of
Section 423 of the Code, is not a qualified deferred
compensation plan under Section 401(a) of the Code, and is
not subject to the provisions of ERISA. A total of
2,500,000 shares are currently authorized to be issued
under the 1995 ESPP. As of January 31, 2006, a total of
1,569,609 shares had been issued to employees under the
1995 ESPP, and 930,391 shares remained available for future
issuance. The average per share issuance price for shares
purchased by employees under the 1995 ESPP to date is
approximately $3.17. Assuming stockholders approve this
proposal, a total of 3,000,000 shares will be authorized to
be issued under the 1995 ESPP and, as of January 31, 2006,
a total of 1,430,391 shares would have remained available
for future issuance.
Purpose
The purpose of the 1995 ESPP is to provide employees with an
opportunity to purchase Common Stock through accumulated payroll
deductions. Employees make such purchases by participation in
regular offering periods from which they may withdraw at any
time.
Administration
The 1995 ESPP may be administered by the Board or a committee
appointed by the Board. Currently the 1995 ESPP is administered
by the Board. The Board or its committee has full power to
adopt, amend and rescind any rules deemed desirable and
appropriate for the administration of the 1995 ESPP, to construe
and interpret the 1995 ESPP, and to make all other
determinations necessary or advisable for the administration of
the 1995 ESPP.
Eligibility
Any person who, on the first day of an offering period, is
customarily employed by the Company for at least 20 hours
per week and more than five months in any calendar year is
eligible to participate in the 1995 ESPP.
Offering
Dates
In general, the 1995 ESPP is implemented by a series of offering
periods of 12 months duration, with new offering periods
commencing on or about February 16 and August 16 of
each year. Each offering period consists of two consecutive
purchase periods of six months duration, with the last day of
such period being designated a purchase date. The Board has the
power to change the duration and frequency of the offering and
purchase periods with respect to future offerings without
stockholder approval if such change is announced at least
fifteen days prior to the scheduled beginning of the first
offering or purchase period to be affected.
Table of Contents
Participation
in the Plan
Eligible employees may participate in the 1995 ESPP by
completing an enrollment form provided by the Company and filing
it with the Company prior to the applicable offering date,
unless a later time for filing the enrollment form is set by the
Company for all eligible employees with respect to a given
offering. The enrollment form currently authorizes payroll
deductions of not less than 1% and not more than 12% of the
participant’s eligible compensation on the date of the
purchase.
Purchase
Price
The purchase price per share sold under the 1995 ESPP is a price
equal to the lower of 85% of the fair market value of the Common
Stock at the beginning of the offering period or the purchase
date. The fair market value is the per share closing price of
the common stock on the NASDAQ National Market as of such date
reported by NASDAQ.
Payment
of Purchase Price; Payroll Deductions
The purchase price of the shares is accumulated by payroll
deductions during the offering period. The deductions may be up
to 12% of a participant’s eligible compensation received on
each payday during the offering period. Eligible compensation is
defined in the 1995 ESPP to include the regular straight time
gross earnings excluding payments for overtime, shift premium,
incentive compensation, bonuses and commissions. A participant
may discontinue his or her participation in the 1995 ESPP at any
time during the offering period prior to a purchase date, and
may decrease the rate of his or her payroll deductions once
during the offering period by completing and filing a new
enrollment form. No interest accrues on the payroll deductions
of a participant in the 1995 ESPP.
Purchase
of Stock; Exercise of Option
By executing an enrollment form to participate in the 1995 ESPP,
the participant is entitled to have shares placed under option.
Unless the participant’s participation is discontinued,
each participant’s option for the purchase of shares will
be exercised automatically at the end of each purchase period at
the applicable price. Notwithstanding the foregoing, no
participant shall be permitted to subscribe for shares under the
1995 ESPP if immediately after the grant of the option he or she
would own 5% or more of the voting power or value of all classes
of the Company’s stock or of any of the Company’s
subsidiaries (including stock which may be purchased under the
1995 ESPP or pursuant to any other options), nor shall any
participant be granted an option which would permit the
participant to buy pursuant to all of the Company’s
employee stock purchase plans more than $25,000 worth of stock
determined at the fair market value of the shares at the time
the option is granted) in any calendar year.
Termination
of Employment
Upon termination of a participant’s continuous status as an
employee prior to the purchase date of an offering period for
any reason, including retirement or death, he or she will be
deemed to have elected to withdraw from the Plan and the
contributions credited to his or her account but not yet used to
exercise his or her option under the Plan will be returned to
him or her.
Nontransferability
No rights or accumulated payroll deductions of a participant
under the 1995 ESPP may be pledged, assigned or transferred for
any reason.
Amendment
and Termination of the Plan
The Board may at any time amend or terminate the 1995 ESPP,
except that such termination shall not affect options previously
granted.
Table of Contents
Certain
Federal Income Tax Information
The following brief summary of the effect of federal income
taxation upon the participant and the Company with respect to
the shares purchased under the 1995 ESPP does not purport to be
complete, and does not discuss the tax consequences of a
participant’s death or the income tax laws of any state or
foreign country in which the participant may reside.
The 1995 ESPP, and the right of participants to make purchases
thereunder, is intended to qualify under the provisions of
Sections 421 and 423 of the Code. Under these provisions,
no income will be taxable to a participant until the shares
purchased under the 1995 ESPP are sold or otherwise disposed of.
Upon sale or other disposition of the shares, the participant
will generally be subject to tax in an amount that depends upon
the holding period. If the shares are sold or otherwise disposed
of more than two years from the first day of the applicable
offering period and one year from the applicable date of
purchase, the participant will recognize ordinary income
measured as the lesser of (a) the excess of the fair market
value of the shares at the time of such sale or disposition over
the purchase price, or (b) an amount equal to 15% of the
fair market value of the shares as of the first day of the
applicable offering period. Any additional gain will be treated
as long-term capital gain. If the shares are sold or otherwise
disposed of before the expiration of these holding periods, the
participant will recognize ordinary income generally measured as
the excess of the fair market value of the shares on the date
the shares are purchased over the purchase price. Any additional
gain or loss on such sale or disposition will be long-term or
short-term capital gain or loss, depending on how long the
shares have been held from the date of purchase. The Company
generally is not entitled to a deduction for amounts taxed as
ordinary income or capital gain to a participant except to the
extent of ordinary income recognized by participants upon a sale
or disposition of shares prior to the expiration of the holding
periods described above.
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