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price of outstanding options issued under the Equity Plan may not be reduced without stockholder approval.
The Equity Plan does not contain an "evergreen" provision whereby the number of authorized shares is
automatically increased on a regular basis. In addition, the Equity Plan prohibits us from loaning, or
guaranteeing the loan of, funds to participants under the Equity Plan.
Provide that new employees of the Company may receive awards offered under the Equity Plan covering up
to 4,000,000 shares per fiscal year, all of which may be granted as awards of stock options, restricted stock,
RSUs, stock appreciation rights or any combination thereof.
The eligibility provisions of the Equity Plan currently have an annual award limitation for purposes of meeting
certain requirements under section 162(m) of the Internal Revenue Code, whereby all eligible persons can
receive awards covering up to a maximum of 2,000,000 shares per fiscal year (the "Annual Award Limit"). As
proposed to be amended, new employees of the Company would be eligible to receive up to twice the amount
of the Annual Award Limit.
We believe it is important to have the flexibility to set the amount of equity granted to our employees at a level
that takes into consideration current market trends, stock values, the design of our performance-based equity
program and our ability to attract and retain key employees. We believe that amending the eligibility
provisions of the Equity Plan to increase the number of shares covered by awards to new employees to
4,000,000 per fiscal year will provide the Compensation Committee and the Board of Directors with the
necessary flexibility to attract and recruit key employees by setting the equity component of compensation at
appropriate and competitive levels.
New Plan Benefits
The amount and timing of awards under the Equity Plan are determined in the sole discretion of the
Compensation Committee, as administrator, or the Board of Directors with respect to awards granted to the Chief
Executive Officer, and cannot be determined in advance. Future awards under the Equity Plan to directors,
executive officers and other employees are discretionary, and therefore not determinable at this time.
Required Vote and Board of Directors' Recommendation
Approval of this proposal requires the affirmative vote of a majority of the voting shares present at the meeting in
person or by proxy and voting for or against the proposal.
The Board of Directors recommends a vote FOR the proposed amendments to the 2000 Equity Incentive Plan.