This excerpt taken from the TSYS DEF 14A filed Apr 30, 2007.
PROPOSAL NO. 2 APPROVAL OF THE FIFTH AMENDED AND RESTATED 1997 STOCK
In 1997, with the approval of our stockholders, we adopted the 1997 Stock Incentive Plan to promote our long-term growth and profitability by providing our employees, directors and consultants with incentives to improve stockholder value and to contribute to our growth and financial success. Since its inception, we have amended and restated the plan from time to time with the approval of our stockholders to increase the total number of shares of our Class A Common Stock reserved for issuance under the plan. These increases were made judiciously to enable the Company to continue to provide stock-based incentives to meet its recruiting, motivational and retention needs while being mindful of our stockholders concerns regarding dilution of their interests.
Specifically, to date, our stockholders approved the following amendments and restatements to the plan:
On January 17, 2007, our Board of Directors approved a fifth amendment and restatement of the plan, to be known as the Fifth Amended and Restated 1997 Stock Incentive Plan (the Plan), contingent upon approval of the stockholders. Under this proposal, we are asking our stockholders to approve the Plan, as revised by this fifth amendment and restatement, at the Annual Meeting.
The fifth amendment and restatement provides for an increase in the number of shares of our Class A Common Stock available for issuance under the Plan by 5,000,000 shares for a total of 25,904,110 shares. In addition to the increase in authorized shares, and the change in the name of the Plan, other material changes that the amendment and restatement makes to the Plan as previously approved by our stockholders include:
On January 17, 2007, immediately prior to the date the fifth amendment and restatement was approved by the Board of Directors, 11,686,366 shares of our Class A Common Stock were subject to outstanding awards issued under the Plan and 2,880,483 shares remained available for new awards. As of April 17, 2007, 13,486,451 shares of our Class A Common Stock were subject to outstanding awards issued under the Plan, and 957,143 shares remained available for new awards. The following table shows information regarding the distribution of awards among the persons and groups identified below.