This excerpt taken from the TLB DEF 14A filed Apr 25, 2008.
Description of the Incentive Plan
General. The Incentive Plan provides for awards of nonqualified stock options, incentive stock options, stock appreciation rights (SARs), restricted stock, performance-based awards, and other types of awards consistent with the purposes of the Incentive Plan, granted alone or in conjunction with other types of plan awards. The Incentive Plan will expire by its terms in May 2013, but the Board of Directors may extend the term of the Incentive Plan for an additional period of up to five years for the grant of awards other than incentive stock options. The Company estimates that approximately 160 employees are currently eligible to participate in the Incentive Plan.
Shares Available Under the Plan. The maximum number of shares of Common Stock that may be issued under the Incentive Plan may not be more than (i) 9,500,000 shares of Common Stock; (ii) any authorized but unissued shares of Common Stock that were available for future awards under the 1993 Executive Stock Based Incentive Plan (the Prior Plan) as of the effective date of the Incentive Plan; and (iii) any shares of Common Stock represented by awards granted under the Prior Plan that are forfeited, settled in cash, expired, canceled or otherwise become available to the Company. Of such current authorized shares, as of March 17, 2008, 9,579,871 shares were subject to outstanding options, 3,531,218 shares were subject to outstanding restricted stock awards, and 1,780,658 shares were available for future awards.
Plan Benefits. Future grants under the Incentive Plan are discretionary and are not currently determinable. Information regarding the total number of stock options, performance accelerated restricted stock (PARS) or other restricted stock awards granted under the Incentive Plan to the named executive officers during fiscal 2007 can be found in the table under the heading Grants of Plan Based Awards. During fiscal 2007, the total number of stock options awarded under the Incentive Plan to all executive officers as a group was 1,025,000; and to all employees other than executive officers, 670,200. During fiscal 2007, the total number of PARS or other restricted stock awards granted under the Incentive Plan to all executive officers as a group was 733,336; and to all employees other than executive officers, 275,000. On March 17, 2008, the closing price of the Common Stock was $9.57.
Administration and Amendment of the Incentive Plan. The Committee has sole authority to administer the Incentive Plan. The Incentive Plan may be amended by the Board of Directors, but no amendment will be effective unless approved by the Companys shareholders if the failure to obtain shareholder approval would adversely affect the Incentive Plans compliance with Rule 16b-3 under the Securities Exchange Act of 1934 or other applicable law or is required by the requirements of any stock exchange on which the Companys shares are then listed.
Stock Options. The Committee may grant stock options which may be nonqualified stock options or incentive stock options and determines the number of shares subject to each such option. Options may not be granted with an exercise price less than the fair market value of the Common Stock on the grant date; however, in the case of incentive stock options granted to an employee who owns Common Stock representing more than 10% of the voting power of all classes of stock of the Company, incentive stock options may not be granted with an exercise price less than 110% of the Common Stocks fair market value on the grant date.
Stock Appreciation Rights. The Committee may grant SARs, which are rights to receive (without payment to the Company) cash, Common Stock, other Company securities or property, or other forms of payment, or any combination thereof, at the discretion of the Committee, based on the increase in the value of the number of shares of Common Stock specified in the SAR. Upon exercise of a SAR the holder is entitled to receive the excess of the fair market value at the time of exercise of the shares for which the SAR is exercised over the exercise price.
Restricted Stock. The Committee determines the terms and conditions of any restricted stock grants. Restricted stock generally would have voting and dividend rights during the period of restriction.
Performance-Based Awards. See discussion under Amendment and Re-Approval of the Material Terms of Performance-Based Awards under the Incentive Plan above for the material terms of performance-based awards.
Other Types of Awards. The Committee may make any other type of award deemed by the Committee in its discretion to be consistent with the purposes of the Incentive Plan.
Amendment of Outstanding Awards. Subject to the requirement that the Committee will not, without shareholder approval, approve any repricing of stock options, the terms of any outstanding award may be amended from time to time by the Committee in its discretion in any manner that it deems appropriate provided that no such amendment shall adversely affect in a material manner any right of a participant under the award without the participants written consent unless the Committee determines that (i) there have occurred or are about to occur significant changes in the participants position, duties or responsibilities or (ii) significant changes in conditions have or are expected to have a substantial effect on all or any part of the Company or any affiliate, the Incentive Plan or any award thereunder.
Change in Control. In the event of a change in control (as defined in the Incentive Plan) of the Company, restrictions on restricted stock awards shall lapse, stock options and SARs shall become immediately exercisable and fully vested, and payment shall be made with respect to performance grants based on the assumption that the specified performance objectives would have been attained by the end of the performance period specified in the award. The effect of a change in control on other awards shall be determined from time to time by the Committee.
Adjustment. In the event of any change in the Companys outstanding Common Stock by reason of a stock split, stock dividend, split-up, split-off, spin-off, recapitalization, merger, consolidation, rights offering, reorganization, combination or exchange of shares, sale of all or part of the Companys assets, a distribution to shareholders other than a normal cash dividend, or other extraordinary or unusual event, and if the Committee determines that such change equitably requires adjustment in the terms of any award or the number of shares of Common Stock available for awards, the Committee may make such adjustment.