PEGA » Topics » Equity Compensation Plan Information

These excerpts taken from the PEGA 10-K filed Mar 9, 2009.

Equity Compensation Plan Information

The following table sets forth information as of December 31, 2008 regarding our Amended and Restated 1994 Long-Term Incentive Plan (the “1994 Plan”), the 1996 Non-Employee Director Stock Option Plan (the “1996 Director Plan”), the 2004 Long-Term Incentive Plan (the “2004 Plan”) and the 2006 Employee Stock Purchase Plan (the “2006 ESPP”). Our stockholders previously approved each of these plans and all amendments that were subject to stockholder approval. We have no equity compensation plans that have not been approved by stockholders. See Note 14 “Stock-Based Compensation” included in the notes to the accompanying consolidated financial statements for further information and description of our equity compensation plans.

 

     (a)    (b)    (c)
(In thousands, except per share amounts)    NUMBER OF SHARES OF
COMMON STOCK TO BE
ISSUED UPON EXERCISE
OF OUTSTANDING
STOCK OPTIONS AND
VESTING OF RSUS (1)
   WEIGHTED-AVERAGE
EXERCISE PRICE OF
OUTSTANDING
STOCK OPTIONS (2)
   NUMBER OF SHARES OF
COMMON STOCK
REMAINING AVAILABLE
FOR FUTURE ISSUANCE
(EXCLUDING THOSE IN
COLUMN (a)) (3)

Equity Compensation Plans approved by Stockholders

   6,659    $ 9.09    2,417

 

(1)

The number of shares of common stock issued upon settlement of the vested stock options will be less than 6.7 million because of the “net settlement” feature of most of these options. This feature enables the employee to satisfy the cost to exercise the options and, if applicable, taxes due on exercise by surrendering option shares to the Company based on the fair value of the shares at the exercise date, instead of selling all

 

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of the option shares on the open market to satisfy these obligations. The settlement of vested stock options on a net share basis will result in fewer shares issued by the Company. During 2008, option holders net settled stock options representing the right to purchase a total of 425,000 shares, of which only 152,000 were issued to the option holders and the balance of the shares were surrendered to the Company to pay for the exercise price and the applicable taxes.

In addition to the issuance of stock options, the 1994 Plan allowed for the issuance of stock appreciation rights, restricted stock and long-term performance awards. The Company does not intend to issue any additional options or make any other awards under the 1994 Plan or the 1996 Director Plan in the future. In addition to the issuance of stock options, the 2004 Plan allows for the issuance of stock purchase rights and other stock-based awards, including restricted stock units (“RSUs”).

 

(2) The weighted-average exercise price does not take into account the shares issuable upon vesting of outstanding RSUs, which have no exercise price.
(3) Includes approximately 458,000 shares remaining available for issuance as of December 31, 2008 under the 2006 ESPP.

Equity Compensation Plan Information

STYLE="margin-top:6px;margin-bottom:0px; text-indent:4%">The following table sets forth information as of December 31, 2008 regarding our Amended and Restated 1994 Long-Term Incentive Plan (the “1994
Plan”), the 1996 Non-Employee Director Stock Option Plan (the “1996 Director Plan”), the 2004 Long-Term Incentive Plan (the “2004 Plan”) and the 2006 Employee Stock Purchase Plan (the “2006 ESPP”). Our stockholders
previously approved each of these plans and all amendments that were subject to stockholder approval. We have no equity compensation plans that have not been approved by stockholders. See Note 14 “Stock-Based Compensation” included in the
notes to the accompanying consolidated financial statements for further information and description of our equity compensation plans.

 






































   (a)  (b)  (c)
(In thousands, except per share amounts)  NUMBER OF SHARES OF
COMMON STOCK TO BE
ISSUED UPON EXERCISE
OF
OUTSTANDING
STOCK OPTIONS AND
VESTING OF RSUS (1)
  WEIGHTED-AVERAGE
EXERCISE PRICE OF
OUTSTANDING
STOCK OPTIONS (2)
  NUMBER OF SHARES OF
COMMON STOCK
FACE="Times New Roman" SIZE="1">REMAINING AVAILABLE
FOR FUTURE ISSUANCE
(EXCLUDING THOSE IN
FACE="Times New Roman" SIZE="1">COLUMN (a)) (3)

Equity Compensation Plans approved by Stockholders

  6,659  $9.09  2,417

 





(1)

The number of shares of common stock issued upon settlement of the vested stock options will be less than 6.7 million because of the “net settlement”
feature of most of these options. This feature enables the employee to satisfy the cost to exercise the options and, if applicable, taxes due on exercise by surrendering option shares to the Company based on the fair value of the shares at the
exercise date, instead of selling all

 


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of the option shares on the open market to satisfy these obligations. The settlement of vested stock options on a net share basis will result in fewer shares
issued by the Company. During 2008, option holders net settled stock options representing the right to purchase a total of 425,000 shares, of which only 152,000 were issued to the option holders and the balance of the shares were surrendered to the
Company to pay for the exercise price and the applicable taxes.

In addition to the issuance of stock options, the 1994
Plan allowed for the issuance of stock appreciation rights, restricted stock and long-term performance awards. The Company does not intend to issue any additional options or make any other awards under the 1994 Plan or the 1996 Director Plan in the
future. In addition to the issuance of stock options, the 2004 Plan allows for the issuance of stock purchase rights and other stock-based awards, including restricted stock units (“RSUs”).

STYLE="font-size:4px;margin-top:0px;margin-bottom:0px"> 





(2)The weighted-average exercise price does not take into account the shares issuable upon vesting of outstanding RSUs, which have no exercise price.




(3)Includes approximately 458,000 shares remaining available for issuance as of December 31, 2008 under the 2006 ESPP.
STYLE="margin-top:18px;margin-bottom:0px">Issuer Purchases of Equity Securities

The following
table sets forth information regarding our repurchases of our common stock during the fourth quarter of 2008.

 


































































































Period

  Total Number
of Shares
Purchased
  Average Price
Paid per
Share
  Total Number
of Shares
Purchased as Part
of
Publicly
Announced Share
Repurchase
Program (1) (2)
  Approximate Dollar
Value of Shares That
May Yet Be Purchased
Under
Publicly
Announced Share
Repurchased
Programs (1) (2)

(in thousands)

10/1/08-10/31/08

  200,627  $11.30  200,627  $1,956

11/1/08-11/30/08

  171,728   11.25  171,728   25

12/1/08-12/31/08

  182,622   11.85  182,622   12,862
         

Total

  554,977  $11.46    
         

 





(1)On February 14, 2008, we publicly announced that our Board of Directors authorized a $15.0 million share repurchase program effective March 10, 2008 and expiring on
December 31, 2008. Purchases made under this share repurchase program were made on the open market.




(2)On December 1, 2008, we publicly announced that our Board of Directors approved a $15.0 million share repurchase program effective December 1, 2008 and expiring on
December 31, 2009 (the “Fourth Program”). The Fourth Program replaced an existing program that expired on December 31, 2008. Under the Fourth Program, purchases will be made from time to time on the open market or in privately
negotiated transactions. Shares may be repurchased in such amounts as market conditions warrant, subject to regulatory and other considerations. The Company has established a pre-arranged stock repurchase plan, intended to comply with the
requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and of Rule 10b-18 of the Exchange Act (the “10b5-1 Plan”). All share repurchases under the Fourth Program during closed trading window periods will be made
pursuant to the 10b5-1 Plan.

 


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EXCERPTS ON THIS PAGE:

10-K (2 sections)
Mar 9, 2009
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