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This excerpt taken from the NUAN DEF 14A filed Jan 2, 2009. APPROVAL
OF THE AMENDED AND RESTATED 2000 STOCK PLAN
The stockholders are being asked to approve the Company’s
amended and restated 2000 Stock Plan (the “2000
Plan”). The 2000 Plan, as amended, will enable the Company
to continue to use the 2000 Plan to assist in recruiting,
motivating and retaining talented employees to help achieve the
Company’s business goals.
The 2000 Plan, as proposed to be amended, will (i) provide
for a new ten (10) year term expiring on August 15, 2018
and (ii) increase the number of shares of Common Stock
authorized for issuance under the 2000 Plan from
20,050,000 shares to 26,050,000 shares, an increase of
6,000,000 shares. It does not differ in any other material
respects from the current version of the 2000 Plan.
Awards granted under the 2000 Plan may be designed to qualify as
“performance-based” compensation within the meaning of
Section 162(m) of the Internal Revenue Code, as amended
(the “Code”). Pursuant to Section 162(m) of the
Code, the Company generally may not deduct for federal income
tax purposes compensation paid to the Chief Executive Officer or
the four other most highly-paid employees to the extent that any
of these persons receive more than $1 million in
compensation in any single year. However, if the compensation
qualifies as “performance-based” for
Section 162(m) purposes, the Company may deduct for federal
income tax purposes the compensation paid, even if such
compensation exceeds $1 million in a single year.
In November, 2008, the Board of Directors approved the change
described above, subject to approval from the Company’s
stockholders at the Annual Meeting. If the stockholders approve
the 2000 Plan, it will replace the current version of the 2000
Plan. Otherwise, the current version of the 2000 Plan will
remain in effect. The Company’s Named Executive Officers
and directors have an interest in this proposal.
We believe strongly that the approval of the amended 2000 Plan
is essential to the Company’s continued success. The
Company’s employees are its most valuable assets. Stock
options and other awards such as those provided under the 2000
Plan are vital to the Company’s ability to attract and
retain outstanding and highly skilled individuals in the
extremely competitive labor markets in which the Company must
compete. Such awards also are crucial to our ability to motivate
employees to achieve the Company’s goals. While the Company
does not have any specific plans or commitments to issue stock
options or awards under the 2000 Plan at this time, for the
reasons stated above and to ensure the Company can continue to
grant stock awards to key employees of the Company at levels
determined appropriate by the Board and the Compensation
Committee of the Board, the stockholders are being asked to
approve the 2000 Plan, as amended.
This excerpt taken from the NUAN DEF 14A filed Feb 17, 2006. APPROVAL
OF THE AMENDED AND RESTATED 2000 STOCK PLAN
The stockholders are being asked to approve the Company’s
amended and restated 2000 Stock Plan (the “2000
Plan”). The 2000 Plan, as amended, will enable the Company
to continue to use the 2000 Plan to assist in recruiting,
motivating and retaining talented employees to help achieve the
Company’s business goals.
The 2000 Plan, as amended, includes the following five
amendments:
(1) To increase the number of shares of Common Stock
authorized for issuance under the 2000 Plan from
11,750,000 shares to 16,250,000 shares, an increase of
4,500,000 shares;
(2) To remove a provision that causes shares granted
pursuant to restricted stock awards and restricted stock units
to count against the maximum share limitation under the 2000
Plan as 1.33 shares for every one share granted;
(3) To remove the limitation on the number of shares of
Common Stock that the Company will be able to issue pursuant to
awards of restricted stock and restricted stock units;
(4) To increase the limitation on the number of shares
subject to an award of options or stock appreciation rights that
may be granted to any one individual in any fiscal year from
750,000 shares of Common Stock to 1,000,000 shares of
Common Stock, provided such amount shall be doubled in the event
the award is issued in connection with an individual’s
initial employment with the Company; and
(5) To increase the limitation on the number of shares
subject to an award of restricted stock that may be granted to
any one individual in any fiscal year from 500,000 shares
of Common Stock to 750,000 shares of Common Stock, provided
such amount shall be doubled in the event the award is issued in
connection with an individual’s initial employment with the
Company.
Awards granted under the 2000 Plan may be designed to qualify as
“performance-based” compensation within the meaning of
Section 162(m) of the Internal Revenue Code, as amended
(the “Code”). Pursuant to Section 162(m) of the
Code, the Company generally may not deduct for federal income
tax purposes compensation paid to the Chief Executive Officer or
the four other most highly-paid employees to the extent that any
of these persons receive more than $1 million in
compensation in any single year. However, if the compensation
qualifies as “performance-based” for
Section 162(m) purposes, the Company may deduct for federal
income tax purposes the compensation paid, even if such
compensation exceeds $1 million in a single year. For
certain awards granted under the 2000 Plan to qualify as
“performance-based” compensation under
Section 162(m), among other things, the stockholders must
approve the material terms of the 2000 Plan at this annual
meeting of our stockholders.
In February 2006, the Board of Directors approved changes to the
prior version of the 2000 Plan, subject to approval from the
Company’s stockholders at the Annual Meeting. If the
stockholders approve the 2000 Plan, it will replace the current
version of the 2000 Plan. Otherwise, the current version of the
2000 Plan will remain in effect. The Company’s named
executive officers and directors have an interest in this
proposal.
We believe strongly that the approval of the amended 2000 Plan
is essential to the Company’s continued success. The
Company’s employees are its most valuable assets. Stock
options and other awards such as those provided under the 2000
Plan are vital to the Company’s ability to attract and
retain outstanding and highly skilled individuals in the
extremely competitive labor markets in which the Company must
compete. Such awards also are crucial to our ability to motivate
employees to achieve the Company’s goals. While the Company
does not have any specific plans or commitments to issue stock
options or awards under the 2000 Plan at this time, for the
reasons stated above and to ensure the Company can continue to
grant stock awards to key employees of the Company at levels
determined appropriate by the Board and the Compensation
Committee of the Board, the stockholders are being asked to
approve the 2000 Plan, as amended.
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