VAR » Topics » Equity Compensation Plan Information

This excerpt taken from the VAR DEF 14A filed Dec 29, 2008.

Equity Compensation Plan Information

The following table provides information as of September 26, 2008 with respect to the shares of our common stock that may be issued under our existing equity compensation plans.

 

     A     B    C  

Plan Category

   Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
    Weighted average
exercise price of
outstanding options,
warrants and rights
   Number of securities remaining
available for future issuance
under equity compensation plans
(excluding securities reflected
in Column A)
 

Equity compensation plans approved by security holders

   8,739,849 (1)   $ 42.25    7,993,139 (2)

Equity compensation plans not approved by security holders (3)

   3,216,925     $ 29.39    —    
               

Total

   11,956,774     $ 38.79    7,993,139  
               

 

(1) Consists of awards granted under the Omnibus Stock Plan, the 2005 Omnibus Stock Plan, the Amended and Restated 2005 Omnibus Stock Plan and the Second Amended and Restated 2005 Omnibus Stock Plan, as amended. Effective February 17, 2005, no further grants can be made under the Omnibus Stock Plan.

 

(2) Includes 4,470,310 shares available for future issuance under the Employee Stock Purchase Plan.

 

(3) Consists of awards granted under the 2000 Stock Option Plan. Effective February 17, 2005, no further grants can be made under the 2000 Stock Option Plan.

During November 2000, we adopted the Varian Medical Systems, Inc. 2000 Stock Option Plan—the 2000 Plan—that provided for the granting of stock options, SARs, Restricted Stock, performance units and performance shares to employees and consultants, but not officers or directors. The Compensation Committee administers the 2000 Plan. Options could be granted at exercise prices determined by the Compensation Committee in its discretion and be exercisable at such times and be subject to such conditions as the Compensation Committee determines, but no option can be exercised later than 10 years from the date of grant. Options granted under the 2000 Plan all provide for an exercise price of not less than fair market value on the date of grant and have been generally exercisable in the following manner: the first one-third of the options granted vest 12 months from the date of grant and the remainder then vests monthly during the following 24-month period thereafter. The Compensation Committee similarly has broad discretion with respect to terms and conditions of SARs, Restricted Stock and other performance awards. The exercise price of any SARs could not, however, be less than 100% of the fair market value of the common stock at the date of the grant, while the initial value of performance units could not exceed the fair market value and that of performance shares had to equal the fair market value. Payout of SARs, performance shares or performance unit awards could be in cash, shares or a combination thereof. Restrictions on Restricted Stock awards could be based upon achievement of specific performance criteria, applicable securities laws or other bases, including continued employment. Effective February 17, 2005, no further grants could be made from the 2000 Stock Option Plan.

These excerpts taken from the VAR 10-K filed Nov 24, 2008.

Equity Compensation Plan Information

The following table provides information as of September 26, 2008 with respect to the shares of VMS common stock that may be issued under existing equity compensation plans.

 

    A     B   C  

Plan Category

  Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
    Weighted average
exercise price of
outstanding options,
warrants and rights
  Number of securities remaining
available for future issuance

under equity compensation
plans (excluding securities
reflected in column A)
 

Equity compensation plans approved by security holders

  8,739,849 (1)   $ 42.25   7,993,139 (2)

Equity compensation plans not approved by security holders(3)

  3,216,925     $ 29.39    
             

Total

  11,956,774     $ 38.79   7,993,139  
             

 

(1) Consists of awards granted under the Omnibus Stock Plan, the 2005 Omnibus Stock Plan, the Amended and Restated 2005 Omnibus Stock Plan and the Second Amended and Restated 2005 Omnibus Stock Plan, as amended. Effective February 17, 2005, no further grants can be made under the Omnibus Stock Plan.

 

(2) Includes 4,470,310 shares available for future issuance under the Employee Stock Purchase Plan.

 

(3) Consists of awards granted under the 2000 Stock Option Plan. Effective February 17, 2005, no further grants can be made under the 2000 Stock Option Plan.

The 2000 Stock Option Plan was intended to supplement the Omnibus Stock Plan. The 2000 Stock Option Plan is similar to the Omnibus Stock Plan in all material respects, with the exception that awards under the 2000 Stock Option Plan could not be made to directors or officers of the Company. For a description of the material features of the Omnibus Stock Plan and the 2000 Stock Option Plan, see Note 11 “Employee Stock Plans” of the Notes to the Consolidated Financial Statements.

The information required by this item with respect to the security ownership of certain beneficial owners and the security ownership of management is incorporated by reference from our definitive proxy statement for the 2009 Annual Meeting of Stockholders under the caption “Stock Ownership—Beneficial Ownership of Certain Stockholders, Directors and Executive Officers.”

Equity Compensation Plan Information

FACE="Times New Roman" SIZE="2">The following table provides information as of September 26, 2008 with respect to the shares of VMS common stock that may be issued under existing equity compensation plans.

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 


























































































  A  B C 

Plan Category

 Number of securities to be
issued upon
exercise of

outstanding options,
warrants and rights
  Weighted average
exercise price of
outstanding options,
warrants and rights
 Number of securities remaining
available for future issuance

FACE="Times New Roman" SIZE="1">under equity compensation
plans (excluding securities
reflected in column A)
 

Equity compensation plans approved by security holders

 8,739,849(1) $42.25 7,993,139(2)

Equity compensation plans not approved by security holders(3)

 3,216,925  $29.39  
       

Total

 11,956,774  $38.79 7,993,139 
       

 





(1)Consists of awards granted under the Omnibus Stock Plan, the 2005 Omnibus Stock Plan, the Amended and Restated 2005 Omnibus Stock Plan and the Second Amended and Restated 2005
Omnibus Stock Plan, as amended. Effective February 17, 2005, no further grants can be made under the Omnibus Stock Plan.

 





(2)Includes 4,470,310 shares available for future issuance under the Employee Stock Purchase Plan.
STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 





(3)Consists of awards granted under the 2000 Stock Option Plan. Effective February 17, 2005, no further grants can be made under the 2000 Stock Option Plan.

The 2000 Stock Option Plan was intended to supplement the Omnibus Stock Plan. The 2000 Stock Option Plan is similar to the Omnibus Stock Plan
in all material respects, with the exception that awards under the 2000 Stock Option Plan could not be made to directors or officers of the Company. For a description of the material features of the Omnibus Stock Plan and the 2000 Stock Option Plan,
see Note 11 “Employee Stock Plans” of the Notes to the Consolidated Financial Statements.

The information required by this item with respect to
the security ownership of certain beneficial owners and the security ownership of management is incorporated by reference from our definitive proxy statement for the 2009 Annual Meeting of Stockholders under the caption “Stock
Ownership—Beneficial Ownership of Certain Stockholders, Directors and Executive Officers.”

SIZE="2">Item 13.    Certain Relationships and Related Transactions, and Director Independence

The
information required by this item with respect to certain relationships and related transactions is incorporated by reference from our definitive proxy statement for the 2009 Annual Meeting of Stockholders under the caption “Certain
Relationships and Related Transactions.” The information required by this item with respect to director and committee member independence is incorporated by reference from our definitive proxy statement for the 2009 Annual Meeting of
Stockholders under the caption “Proposal One—Election of Directors.”

SIZE="2">Item 14.    Principal Accountant Fees and Services

The information required by this item
is incorporated by reference from our definitive proxy statement for the 2009 Annual Meeting of Stockholders under the caption “Proposal Four—Ratification of the Appointment of Our Independent Registered Public Accounting Firm.”

 


140







Table of Contents


This excerpt taken from the VAR DEF 14A filed Dec 28, 2007.

Equity Compensation Plan Information

The following table provides information as of September 28, 2007 with respect to the shares of our common stock that may be issued under our existing equity compensation plans.

 

     A     B    C  

Plan Category

   Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
    Weighted average
exercise price of
outstanding options,
warrants and rights
  

Number of securities remaining
available for future issuance
under equity compensation plans
(excluding securities reflected

in column A)

 

Equity compensation plans approved by security holders

   10,776,253 (1)   $ 35.91    8,069,766 (2)

Equity compensation plans not approved by security holders(3)

   4,808,387     $ 28.91    —    
               

Total

   15,584,640     $ 33.75    8,069,766  
               

(1) Consists of awards granted under the Omnibus Stock Plan, the 2005 Omnibus Stock Plan, the Amended and Restated 2005 Omnibus Stock Plan and the Second Amended Stock Plan. Effective February 17, 2005, no further grants can be made under the Omnibus Stock Plan.

 

(2) Includes 4,765,948 shares available for future issuance under the Employee Stock Purchase Plan.

 

(3) Consists of the 2000 Stock Option Plan. Effective February 17, 2005, no further grants can be made under the 2000 Stock Option Plan.

During November 2000, we adopted the Varian Medical Systems, Inc. 2000 Stock Option Plan—the 2000 Plan—that provided for the granting of stock options, SARs, Restricted Stock, performance units and performance shares to employees and consultants, but not officers or directors. The Compensation Committee administers the 2000 Plan. Options could be granted at exercise prices determined by the Compensation Committee in its discretion and be exercisable at such times and be subject to such conditions as the Compensation Committee determines, but no option can be exercised later than 10 years from the date of grant. Options granted under the 2000 Plan all provide for an exercise price of not less than fair market value on the date of grant and have been generally exercisable in the following manner: the first one-third of the options granted vest 12 months from the date of grant and the remainder then vests monthly during the following 24-month period thereafter. The Compensation Committee similarly has broad discretion with respect to terms and conditions of SARs, Restricted Stock and other performance awards. The exercise price of any SARs could not, however, be less than 100% of the fair market value of the common stock at the date of the grant, while the initial value of performance units could not exceed the fair market value and that of performance shares had to equal the fair market value. Payout of SARs, performance shares or performance unit awards could be in cash, shares or a combination thereof. Restrictions on Restricted Stock awards could be based upon achievement of specific performance criteria, applicable securities laws or other bases, including continued employment. Effective February 17, 2005, no further grants could be made from the 2000 Stock Option Plan.

 

52


Table of Contents
This excerpt taken from the VAR 10-K filed Nov 26, 2007.

Equity Compensation Plan Information

The following table provides information as of September 28, 2007 with respect to the shares of the Company’s common stock that may be issued under the Company’s existing equity compensation plans.

 

     A     B    C  

Plan Category

   Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
    Weighted average
exercise price of
outstanding options,
warrants and rights
   Number of securities remaining
available for future issuance
under equity compensation plans
(excluding securities reflected in
column A)
 

Equity compensation plans approved by security holders

   10,776,253 (1)   $ 35.91    8,069,766 (2)

Equity compensation plans not approved by security holders(3)

   4,808,387     $ 28.91     
               

Total

   15,584,640     $ 33.75    8,069,766  
               

(1) Consists of awards granted under the Omnibus Stock Plan, the 2005 Omnibus Stock Plan, the Amended and Restated 2005 Omnibus Stock Plan and the Second Amended and Restated 2005 Omnibus Stock Plan. Effective February 17, 2005, no further grants can be made under the Omnibus Stock Plan.

 

(2) Includes 4,765,948 shares available for future issuance under the Employee Stock Purchase Plan.

 

(3) Consists of the 2000 Stock Option Plan. Effective February 17, 2005, no further grants can be made under the 2000 Stock Option Plan.

The 2000 Stock Option Plan was intended to supplement the Omnibus Stock Plan. The 2000 Stock Option Plan is similar to the Omnibus Stock Plan in all material respects, with the exception that awards under the 2000 Stock Option Plan could not be made to directors or officers of the Company. For a description of the material features of the Omnibus Stock Plan and the 2000 Stock Option Plan, see Note 12 “Omnibus Stock and Employee Stock Purchase Plans” of the Notes to the Consolidated Financial Statements. The 2005 Omnibus Stock Plan, which was approved by the Company’s stockholders on February 17, 2005 and subsequently amended and restated with approval from the Company’s stockholders on February 16, 2006 and February 15, 2007 (thereafter known as the “Second Amended and Restated 2005 Omnibus Stock Plan”), replaced the 2000 Stock Option Plan and the Omnibus Stock Plan and, concurrent with the approval of the 2005 Omnibus Stock Plan, no further grants can be made from the 2000 Stock Option Plan or the Omnibus Stock Plan.

The information required by this item with respect to the security ownership of certain beneficial owners and the security ownership of management is incorporated by reference from our definitive proxy statement for the 2008 Annual Meeting of Stockholders under the caption “Stock Ownership—Beneficial Ownership of Certain Stockholders, Directors and Executive Officers.”

This excerpt taken from the VAR DEF 14A filed Dec 29, 2006.

Equity Compensation Plan Information

The following table provides information as of September 29, 2006 with respect to the shares of our common stock that may be issued under our existing equity compensation plans.

 

     A     B    C  

Plan Category

   Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
    Weighted average
exercise price of
outstanding options,
warrants and rights
   Number of securities remaining
available for future issuance
under equity compensation plans
(excluding securities reflected in
column A)
 

Equity compensation plans approved by security holders

   9,688,614 (1)   $ 29.08    8,856,629 (2)

Equity compensation plans not approved by security holders(3)

   5,422,179     $ 28.60     
               

Total

   15,110,793     $ 28.90    8,856,629  
               

(1) Consists of awards granted under the Omnibus Stock Plan and the Amended 2005 Omnibus Stock Plan. Effective February 17, 2005, no further grants can be made from the Omnibus Stock Plan.

 

32


Table of Contents
(2) Includes 5,040,746 shares available for future issuance under the Employee Stock Purchase Plan.

 

(3) Consists of awards granted under the 2000 Stock Option Plan. Effective February 17, 2005, no further grants can be made from the 2000 Stock Option Plan.

During November 2000, we adopted the Varian Medical Systems, Inc. 2000 Stock Option Plan—the 2000 Plan—that provided for the granting of stock options, SARs, Restricted Stock, performance units and performance shares to employees and consultants, but not officers or directors. The Compensation Committee of the Board administers the 2000 Plan. Options could be granted at exercise prices determined by the Compensation Committee in its discretion and be exercisable at such times and be subject to such conditions as the Compensation Committee determines, but no option can be exercised later than 10 years from the date of grant. Options granted under the 2000 Plan all provide for an exercise price of not less than fair market value on the date of grant and have been generally exercisable in the following manner: the first one-third of the options granted vest 12 months from the date of grant and the remainder then vests monthly during the following 24-month period thereafter. The Compensation Committee similarly has broad discretion with respect to terms and conditions of SARs, Restricted Stock and other performance awards. The exercise price of any SARs could not, however, be less than 100% of the fair market value of the common stock at the date of the grant, while the initial value of performance units could not exceed the fair market value and that of performance shares had to equal the fair market value. Payout of SARs, performance shares or performance unit awards could be in cash, shares or a combination thereof. Restrictions on Restricted Stock awards could be based upon achievement of specific performance criteria, applicable securities laws or other bases, including continued employment. Effective February 17, 2005, no further grants could be made from the 2000 Stock Option Plan.

This excerpt taken from the VAR 10-K filed Dec 11, 2006.

Equity Compensation Plan Information

The following table provides information as of September 29, 2006 with respect to the shares of the Company’s common stock that may be issued under the Company’s existing equity compensation plans.

 

    A     B   C  

Plan Category

  Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
    Weighted average
exercise price of
outstanding options,
warrants and rights
  Number of securities remaining
available for future issuance
under equity compensation plans
(excluding securities reflected in
column A)
 

Equity compensation plans approved by security holders

  9,688,614 (1)   $ 29.08   8,856,629 (2)

Equity compensation plans not approved by security holders(3)

  5,422,179     $ 28.60    
             

Total

  15,110,793     $ 28.90   8,856,629  
             

(1) Consists of awards granted under the Omnibus Stock Plan and the Amended and Restated 2005 Omnibus Stock Plan. Effective February 17, 2005, no further grants can be made from the Omnibus Stock Plan.

 

(2) Includes 5,040,746 shares available for future issuance under the Employee Stock Purchase Plan.

 

(3) Consists of the 2000 Stock Option Plan. Effective February 17, 2005, no further grants can be made from the 2000 Stock Option Plan.

The 2000 Stock Option Plan was intended to supplement the Omnibus Stock Plan. The 2000 Stock Option Plan is similar to the Omnibus Stock Plan in all material respects, with the exception that awards under the 2000 Stock Option Plan could not be made to directors or officers of the Company. For a description of the material features of the Omnibus Stock Plan and the 2000 Stock Option Plan, see Note 11 “Omnibus Stock and Employee Stock Purchase Plans” of the Notes to the Consolidated Financial Statements. The 2005 Omnibus Stock Plan, which was approved by the Company’s stockholders on February 17, 2005 and subsequently amended and restated with approval from the Company’s stockholders on February 16, 2006 (thereafter known as the “Amended and Restated 2005 Omnibus Stock Plan”), replaced the 2000 Stock Option Plan and the Omnibus Stock Plan and, concurrent with the approval of the 2005 Omnibus Stock Plan, no further grants can be made from the 2000 Stock Option Plan or the Omnibus Stock Plan.

The information required by this item with respect to the security ownership of certain beneficial owners and the security ownership of management is incorporated by reference from our definitive proxy statement for the 2007 Annual Meeting of Stockholders under the caption “Stock Ownership—Beneficial Ownership of Certain Stockholders, Directors and Executive Officers.”

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