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Under the Company’s 2001 Equity and Incentive Plan (“2001
Plan”), the Company may grant up to 8,000,000 shares of
common stock in the form of incentive stock options, non-qualified
stock options, other stock-based awards, including but not limited
to restricted stock units or dividend payments. No more than
3,000,000 shares of common stock may be awarded in respect to
options, restricted stock, restricted stock units or other stock-based
awards to any individual under the 2001 Plan. Options granted
have a term of ten years and generally vest over three years.
The exercise price of any option may not be granted at less
than the fair market value of the common stock on the date of
the grant. As of December 31, 2002, 4,045,131 shares are available
for grant.
Upon adoption of the 2001 Plan, the Company ceased granting
awards under the 1998 Equity and Incentive Plan (“1998
Plan”). As of December 31, 2002, there were 3,819,472
shares outstanding under the 1998 Plan. Awards under the 1998
Plan were authorized to be made in the form of options (whether
incentive or otherwise), stock appreciation rights, restricted
stock, dividend equivalents and other stock-based awards. Options
granted under the 1998 Plan have a term of ten years and generally
vest either over a three to five year period in equal installments,
or in one installment nine years from the date of grant, unless
sooner vested upon the achievement of certain performance targets
or other factors. The Company also granted options to purchase
758,333 shares of common stock having a ten year term and vesting
five to nine years from the date of grant, unless sooner vested
upon the achievement of certain performance targets or unless
“put” to the Company by the executive or “called”
by the Company in accordance with the terms of the respective
grant agreements. The total “put” and/or “call”
rights are limited to $14.5 million plus interest, of which
$4.5 million expired during 2000 in accordance with the terms
of the option agreement and was reclassified from other liabilities
to equity. Options have been granted at or at a premium to fair
market value. During 2000, the Company recorded a noncash compensation
expense of $3.7 million included in selling, general and administrative
expense relating to a one-time change in the terms of certain
stock options.
A summary of the status of the Company’s stock option
plans at December 31, 2002, 2001 and 2000 and changes during
the years then ended is presented in the following table:
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The following table summarizes information about stock options
outstanding at December 31, 2002:
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Pursuant to the restricted unit plan of the Company, each non-employee
director of the Company received a one-time grant of 25,000
units upon becoming a director of the Company. The units represent
the right to receive an equivalent number of shares of common
stock upon separation from service as a member of the Board
of Directors, subject to certain restrictions. The units are
subject to certain transfer restrictions for a specified period
during which the director has the right to receive dividends.
The units vest 25 percent for each year of service. Unvested
units are generally forfeited if the director ceases to be a
non-employee director prior to the end of the restricted period. |
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