þ
|
No
fee required.
|
¨
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
|
1.
|
Title
of each class of securities to which transaction
applies:
|
2.
|
Aggregate
number of securities to which transaction
applies:
|
3.
|
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11
|
|
(Set
forth the amount on which the filing fee is calculated and state how it
was determined):
|
4.
|
Proposed
maximum aggregate value of
transaction:
|
5.
|
Total
fee paid:
|
¨ |
|
Fee
paid previously with preliminary
materials.
|
1.
|
Amount
Previously Paid:
|
2.
|
Form,
Schedule or Registration Statement
No.:
|
3.
|
Filing
Party:
|
4.
|
Date
Filed:
|
|
1.
|
Elect
seven (7) Directors to serve until the next Annual Meeting or until
their successors are duly elected and
qualified.
|
|
2.
|
Ratify
and approve an increase of 1,000,000 shares of the common stock issuable
under the 2003 Stock Plan.
|
|
3.
|
Ratify
and approve an increase of 500,000 shares of the common stock issuable
under the 2002 Employee Stock Purchase
Plan.
|
|
4.
|
Ratify
the appointment of PricewaterhouseCoopers LLP as the independent
registered public accounting firm of Plantronics, Inc. for fiscal year
2010.
|
|
5.
|
Transact
such other business as may properly come before the Annual Meeting or any
adjournment thereof.
|
|
·
|
FOR
each of the nominees for the Board of Directors listed in this Proxy
Statement.
|
|
·
|
FOR
the ratification and approval of an increase of 1,000,000 shares of common
stock issuable under the 2003 Stock
Plan.
|
|
·
|
FOR
the ratification and approval of an increase of 500,000 shares of common
stock issuable under the 2002 Employee Stock Purchase
Plan.
|
|
·
|
FOR
the appointment of PricewaterhouseCoopers LLP as the independent
registered public accounting firm of Plantronics for fiscal year
2010.
|
Name
of Nominee
|
Age
|
Positions
With Plantronics
|
Director
Since
|
|||
Marv
Tseu (1)(2)(3)(5)
|
61
|
Director
and Chair of the Board
|
1999
|
|||
Ken
Kannappan
|
49
|
Director,
President and Chief Executive Officer
|
1999
|
|||
Brian
Dexheimer
(4)(5)
|
46
|
Director
|
2008
|
|||
Gregg
Hammann (2)(3)
|
46
|
Director
|
2005
|
|||
John
Hart (1)(3)(5)
|
63
|
Director
|
2006
|
|||
Marshall
Mohr (2)(4)
|
53
|
Director
|
2005
|
|||
Roger
Wery (1)(4)(5)
|
48
|
Director
|
2001
|
|
(1)
|
Member
of the Nominating and Corporate Governance
Committee
|
|
(2)
|
Member
of the Audit Committee
|
|
(3)
|
Member
of the Compensation Committee
|
|
(4)
|
Member
of the Mergers and Acquisitions
Committee
|
|
(5)
|
Member
of the Strategy Committee
|
Name
|
Fees
Earned or Paid in Cash
|
Stock
Awards (1)(2)(3)
|
Option
Awards (1)(4)(5)
|
Non-Equity
Incentive Plan Compensation
|
Change
in Pension Value and Nonqualified Deferred Compensation
Earnings
|
All
Other Compensation (6)
|
Total
|
|||||||||||||||||||||
Marv
Tseu
|
$ | 84,000 | $ | 8,179 | $ | 19,377 | $ | - | $ | - | $ | 300 | $ | 111,856 | ||||||||||||||
Brian
Dexheimer
|
52,000 | - | 22,311 | - | - | - | 74,311 | |||||||||||||||||||||
Gregg
Hammann
|
60,000 | 8,179 | 19,377 | - | - | 300 | 87,856 | |||||||||||||||||||||
John
Hart
|
57,000 | 8,179 | 46,700 | - | - | 300 | 112,179 | |||||||||||||||||||||
Marshall
Mohr
|
60,000 | 8,179 | 71,452 | - | - | 300 | 139,931 | |||||||||||||||||||||
Roger
Wery
|
54,000 | 8,179 | 19,377 | - | - | 300 | 81,856 |
(1)
|
This
amount represents the dollar amount recognized for financial statement
reporting purposes, disregarding estimated forfeitures, with respect to
the fiscal year.
|
(2)
|
The
grant date fair value of each Director’s stock award computed in
accordance with SFAS 123(R) is
$48,780.
|
(3)
|
The
aggregate number of stock awards outstanding at fiscal year end for each
director is: Mr. Tseu 2,000 shares; Mr. Dexheimer 0 shares; Mr.
Hammann 2,000 shares; Mr. Hart 2,000 shares; Mr. Mohr 2,000 shares; and
Mr. Wery 2,000 shares.
|
(4)
|
The
grant date fair value, computed in accordance with SFAS 123(R), of option
awards granted in fiscal 2006 to each of Directors Tseu, Hammann, Mohr and
Wery, $33,107; in fiscal 2006 to Mr. Hart, $142,774 and to Mr. Mohr,
$209,012; in fiscal 2007 to Directors Tseu, Hammann, Hart, Mohr and Wery,
$21,331; in fiscal 2008 to Directors Tseu, Hammann, Hart, Mohr and Wery,
$23,338; and in fiscal 2009 to Mr. Dexheimer,
$90,046.
|
(5)
|
The
aggregate number of option awards outstanding at fiscal year end for each
Director is: Mr. Tseu 36,000 shares; Mr. Dexheimer 12,000
shares; Mr. Hammann 21,000 shares; Mr. Hart 18,000 shares; Mr. Mohr 21,000
shares; and Roger Wery 33,000
shares.
|
(6)
|
Consists
of dividends paid on unvested stock
awards.
|
·
|
The
difference between the fair market value of a share on the date of
exercise over the exercise price;
times
|
·
|
The
number of shares with respect to which the stock appreciation right is
exercised.
|
(a) | (b) | (c) | ||||||||||
Name
and Position
|
Number
of Options Granted
|
Average
Per Share Exercise Price
|
Restricted
Stock Awards (4)
|
|||||||||
Ken
Kannappan
|
65,000 | $ | 18.04 | $ | 238,600 | |||||||
Director,
President and CEO
|
||||||||||||
Barbara
Scherer
|
27,000 | 17.84 | 71,580 | |||||||||
Senior
Vice President and CFO
|
||||||||||||
Don
Houston
|
21,500 | 17.55 | 59,650 | |||||||||
Senior
Vice President Sales
|
||||||||||||
Philip
Vanhoutte
|
11,000 | 18.99 | 59,650 | |||||||||
Managing
Director - EMEA
|
||||||||||||
Vicki
Marion
|
17,500 | 19.29 | 59,650 | |||||||||
President
- Audio Entertainment Group
|
||||||||||||
Executive
Group
(1)
|
228,400 | 18.04 | 1,014,050 | |||||||||
Non-Executive
Director Group (2)
|
12,000 | 19.31 | 119,300 | |||||||||
Non-Executive
Officer Employee Group (3)
|
1,261,541 | 18.90 | 1,097,560 |
|
The
Executive Group is composed of all Executive
Officers.
|
|
(2)
|
The
Non-Executive Director Group is composed of all Plantronics Board of
Directors except Ken Kannappan.
|
|
(3)
|
The
Non-Executive Officer Employee Group is composed of all Plantronics
employees worldwide minus the Executive Group. The Non-Executive Officer
Employee Group average per share exercise price is calculated as a
weighted average.
|
|
(4)
|
Based
on market value of Plantronics common stock at March 28, 2009 of $11.94,
net of consideration paid ($0.01), multiplied by the number of restricted
stock award shares granted during fiscal
2009.
|
(a)
|
(b)
|
|||||||
Name
and Position
|
Number
of Shares
Purchased
|
Average
Per Share
Exercise
Price
|
||||||
Ken
Kannappan
|
1,037 | $ | 8.63 | |||||
Director,
President and CEO
|
||||||||
Barbara
Scherer
|
1,659 | 11.30 | ||||||
Senior
Vice President and CFO
|
||||||||
Don
Houston
|
1,037 | 8.63 | ||||||
Senior
Vice President Sales
|
||||||||
Philip
Vanhoutte
|
- | N/A | ||||||
Managing
Director - EMEA
|
||||||||
Vicki
Marion
|
2,227 | 11.29 | ||||||
President
- Audio Entertainment Group
|
||||||||
Executive
Group (1)
|
17,692 | 10.61 | ||||||
Non-Executive
Director Group (2)
|
- | N/A | ||||||
Non-Executive
Officer Employee Group
(3)
|
319,846 | 11.42 |
|
(1)
|
The
Executive Group is composed of all Executive
Officers.
|
|
(2)
|
The
Non-Executive Director Group is composed of all Plantronics Board of
Directors except Ken Kannappan. Directors who are not employees of the
Company are not eligible to participate in the
ESPP.
|
|
(3)
|
The
Non-Executive Officer Employee Group is composed of all Plantronics
employees worldwide minus the Executive Group. The Non-Executive Officer
Employee Group average per share exercise price is calculated as a
weighted average.
|
(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 (1)
|
8,852,316 | (3) | $ | 25.21 | 2,382,952 | (4) | ||||||
Equity
compensation plans not approved by security holders (2)
|
40,875 | 33.49 | - | |||||||||
Total
|
8,893,191 | 25.25 | 2,382,952 |
|
(1)
|
Includes
the 1993 Stock Option Plan, the 1993 Director Stock Option Plan, the 2003
Stock Plan and the 2002 Employee Stock Purchase Plan but does not include
the additional 1,000,000 shares for the 2003 Stock Plan or the 500,000
shares for the 2002 ESPP for which stockholder approval is being sought at
this Annual Meeting.
|
|
(2)
|
Granted
as a material inducement of employment to current and former employees of
Altec Lansing in connection with the Plantronics’ acquisition of Altec
Lansing in 2005. The material features of this plan are
substantially the same as those of Plantronics’ 2003 Stock Plan and are
fully described in the Form S-8 filed by Plantronics with the SEC on
August 18, 2005 and in Note 11 to the Consolidated Financial Statements
contained in our Annual Report on Form 10-K for the fiscal year ended
March 31, 2009.
|
|
(3)
|
Excludes
purchase rights accruing under the 2002
ESPP.
|
|
(4)
|
Consists
of shares available for future issuance under the 1993 Stock Option Plan,
the 1993 Director Stock Option Plan, the 2003 Stock Plan and the 2002
ESPP.
|
Fiscal
Year Ended March 31,
|
||||||||
Fee
Category
|
2008
|
2009
|
||||||
Audit
Fees
|
$ | 2,314,915 | $ | 2,410,709 | ||||
Audit-Related
Fees
|
- | - | ||||||
Tax
Fees
|
220,906 | 119,253 | ||||||
All
Other Fees
|
3,900 | 3,900 | ||||||
Total
|
$ | 2,539,721 | $ | 2,533,862 |
Name
and Address of Beneficial Owner (1)
|
Amount
and Nature of Beneficial Ownership (2)
|
Percentage
of Class (3)
|
||||||
PRIMECAP
Management Company (4)
|
4,903,850 | 10.0 | % | |||||
225
South Lake Ave., Suite 400
|
||||||||
Pasadena,
California 91101
|
||||||||
FMR
Corp. (5)
|
4,893,275 | 10.0 | % | |||||
82
Devonshire Street
|
||||||||
Boston,
Massachusetts 02109
|
||||||||
Barclays
Global Investors (Deutschland) AG (6)
|
4,270,306 | 8.7 | % | |||||
Apianstrasse
6
|
||||||||
D-85774
|
||||||||
Unterfohring,
Germany
|
||||||||
State
Street Bank and Trust Company (7)
|
2,731,274 | 5.6 | % | |||||
State
Street Financial Center
|
||||||||
One
Lincoln Street
|
||||||||
Boston,
Massachusetts 02111
|
||||||||
Ken
Kannappan
|
1,124,086 | 2.3 | % | |||||
Barbara
Scherer
|
295,701 | * | ||||||
Don
Houston
|
271,079 | * | ||||||
Philip
Vanhoutte
|
192,054 | * | ||||||
Vicki
Marion
|
48,623 | * | ||||||
Marv
Tseu
|
40,061 | * | ||||||
Roger
Wery
|
31,061 | * | ||||||
Gregg
Hammann
|
19,061 | * | ||||||
Marshall
Mohr
|
19,061 | * | ||||||
John
Hart
|
14,374 | * | ||||||
Brian
Dexheimer
|
3,000 | * | ||||||
All
Directors and All Executive Officers as a Group (20
persons)
|
2,703,462 | 5.3 | % |
|
(1)
|
Unless
otherwise indicated, the address for each person and entity named in the
table is c/o Plantronics, Inc., 345 Encinal Street, Santa Cruz, CA
95060.
|
|
(2)
|
Includes
underlying stock options held by Directors and Named Executive Officers
that are exercisable within 60 days of April 30, 2009, as follows: Mr.
Kannappan, 1,012,832 shares; Ms. Scherer, 242,110 shares; Mr. Houston,
218,249 shares; Mr. Vanhoutte, 161,054 shares; Ms. Marion, 31,389 shares;
Mr. Tseu, 32,061 shares; Mr. Wery, 29,061 shares; Mr. Hammann, 17,061
shares; Mr. Mohr, 17,061 shares; Mr. Hart, 12,374 shares; and Mr.
Dexheimer 3,000 shares. All Directors and All Executive
Officers as a group (20 persons), 2,272,695
shares.
|
|
(3)
|
For
each person and group included in the table, percentage ownership is
calculated by dividing the number of shares beneficially owned by such
person or group calculated pursuant to Rule 13d-3 of the Securities
Exchange Act and set forth in the table by the sum of the 48,891,819
shares of common stock outstanding on April 30, 2009 and the number of
shares of common stock that such person or group had the right to acquire
on or within 60 days of April 30, 2009 as set forth in footnote (2)
above.
|
|
(4)
|
As
of December 31, 2008, PRIMECAP Management Company (“PRIMECAP”) claims sole
dispositive power as to 4,903,850 shares and neither sole nor shared
voting power over these shares, based solely upon PRIMECAP’s Schedule 13G
filed on February 12, 2009. PRIMECAP has informed Plantronics
that 3,701,500 of theses 4,903,850 shares were held by Vanguard Chester
Funds – Vanguard PRIMECAP Fund, which is managed by
PRIMECAP. In Amendment 16 to Schedule 13G filed February 13,
2009, Vanguard Chester Funds – Vanguard PRIMECAP Fund, 100 Vanguard Blvd.,
Malvern, PA 19355, reported that, as of February 13, 2009 it
had sole voting power over 3,701,500 of these shares and neither sole nor
shared dispositive power over any of these
shares.
|
|
(5)
|
As
of December 31, 2008, FMR Corp. claims sole dispositive power as to
4,893,275 shares and neither sole nor shared voting power as to these
shares. Information provided herein is based solely upon FMR Corp.’s
Schedule 13G filed on February 17,
2009.
|
|
(6)
|
As
of December 31, 2008, Barclays Global Investors (Deutschland) AG, claims
sole dispositive power as to 4,270,306 shares and sole voting power as to
3,480,096 shares. Information provided herein is based solely
upon Barclays Global Investors (Deutschland) AG’s Schedule 13G filed on
February 5, 2009.
|
|
(7)
|
As
of December 31, 2008, State Street Bank and Trust Company claims shared
dispositive power as to 2,731,274 shares and sole voting power as to these
2,731,274 shares. Information provided herein is based solely
upon State Street Bank and Trust Company’s Schedule 13G filed February 13,
2009.
|
Basis
Under Which
|
||||||||||||||||||||||
Performance
|
Quarter
Ended
|
|||||||||||||||||||||
Metric
is Based On
|
June
30,
|
September
30,
|
December
31,
|
March
31,
|
||||||||||||||||||
Performance
Metric
|
(if
applicable)
|
Weight
|
2008
|
2008
|
2008
|
2009
|
||||||||||||||||
Non-GAAP
Operating Income (1)
|
Consolidated
|
|||||||||||||||||||||
Target,
in millions
|
$ | 18.6 | $ | 22.0 | $ | 39.2 | $ | 33.9 | ||||||||||||||
Actual,
in millions
|
$ | 27.1 | $ | 31.4 | $ | 4.2 | $ | 3.7 | ||||||||||||||
Percentage
of Target Achieved
|
145.3 | % | 142.9 | % | 10.6 | % | 10.8 | % | ||||||||||||||
Bonus
Percentage Earned
|
35.0 | % | 50.8 | % | 50.0 | % | 3.7 | % | 3.8 | % | ||||||||||||
Inventory
Turns (4)
|
Consolidated
|
|||||||||||||||||||||
Target
|
3.7 | 3.6 | 4.0 | 3.8 | ||||||||||||||||||
Actual
|
3.7 | 3.0 | 3.5 | 3.2 | ||||||||||||||||||
Percentage
of Target Achieved
|
100.0 | % | 83.3 | % | 87.5 | % | 84.2 | % | ||||||||||||||
Bonus
Percentage Earned
|
12.5 | % | 12.5 | % | 10.4 | % | 10.9 | % | 10.5 | % | ||||||||||||
Market
Share
|
82%
ACG
|
|||||||||||||||||||||
Target (2)
|
Segment/18%
|
- | - | - | - | |||||||||||||||||
Actual (2)
|
AEG
Segment
|
- | - | - | - | |||||||||||||||||
Percentage
of Target Achieved
|
95.9 | % | 116.4 | % | 88.2 | % | 105.8 | % | ||||||||||||||
Bonus
Percentage Earned
|
12.5 | % | 12.0 | % | 14.6 | % | 11.0 | % | 13.2 | % | ||||||||||||
GAAP
Earnings per Share
|
Consolidated
|
|||||||||||||||||||||
Target
|
$ | 0.22 | $ | 0.27 | $ | 0.50 | $ | 0.42 | ||||||||||||||
Actual
|
$ | 0.42 | $ | 0.36 | $ | (1.90 | ) | $ | (0.23 | ) | ||||||||||||
Percentage
of Target Achieved
|
189.1 | % | 132.2 | % | 0.0 | % | 0.0 | % | ||||||||||||||
Bonus
Percentage Earned
|
40.0 | % | 75.6 | % | 52.9 | % | 0.0 | % | 0.0 | % | ||||||||||||
Total
Target Bonus
|
$ | 70,538 | $ | 70,538 | $ | 70,538 | $ | 70,538 | ||||||||||||||
Total
Percentage of Bonus Earned
|
151.0 | % | 127.9 | % | 25.7 | % | 27.5 | % | ||||||||||||||
Total
Percentage of Bonus Payout (3)
|
100.0 | % | 100.0 | % | 25.7 | % | 0.0 | % | ||||||||||||||
Total
Bonus Payout
|
$ | 70,538 | $ | 70,538 | $ | 18,340 | $ | - |
|
(1)
|
Non-GAAP
Operating Income for the first and second quarters of 2009 includes
purchase accounting amortization. Beginning in the third
quarter of fiscal 2009, the Non-GAAP measures exclude the impact of
purchase accounting amortization.
|
|
(2)
|
Amounts
have been intentionally omitted as they constitute competitively sensitive
commercial and financial
information.
|
|
(3)
|
Maximum
payout per fiscal quarter is 100%.
|
|
(4)
|
Inventory
Turns is defined as (consolidated quarterly cost of goods sold multiplied
by 4) divided by (consolidated net ending inventory balance for such
quarter). The cost of goods sold is measured on a GAAP
basis.
|
Basis
Under Which
|
||||||||||||||||||||||
Performance
|
Quarter
Ended
|
|||||||||||||||||||||
Metric
is Based On
|
June
30,
|
September
30,
|
December
31,
|
March
31,
|
||||||||||||||||||
Performance
Metric
|
(if
applicable)
|
Weight
|
2008
|
2008
|
2008
|
2009
|
||||||||||||||||
Non-GAAP
Operating Income (1)
|
Consolidated
|
|||||||||||||||||||||
Target,
in millions
|
$ | 18.6 | $ | 22.0 | $ | 39.2 | $ | 33.9 | ||||||||||||||
Actual,
in millions
|
$ | 27.1 | $ | 31.4 | $ | 4.2 | $ | 3.7 | ||||||||||||||
Percentage
of Target Achieved
|
145.3 | % | 142.9 | % | 10.6 | % | 10.8 | % | ||||||||||||||
Bonus
Percentage Earned
|
35.0 | % | 50.8 | % | 50.0 | % | 3.7 | % | 3.8 | % | ||||||||||||
Inventory
Turns (4)
|
Consolidated
|
|||||||||||||||||||||
Target
|
3.7 | 3.6 | 4.0 | 3.8 | ||||||||||||||||||
Actual
|
3.7 | 3.0 | 3.5 | 3.2 | ||||||||||||||||||
Percentage
of Target Achieved
|
100.0 | % | 83.3 | % | 87.5 | % | 84.2 | % | ||||||||||||||
Bonus
Percentage Earned
|
12.5 | % | 12.5 | % | 10.4 | % | 10.9 | % | 10.5 | % | ||||||||||||
Market
Share
|
82%
ACG
|
|||||||||||||||||||||
Target (2)
|
Segment/18
|
- | - | - | - | |||||||||||||||||
Actual (2)
|
%
AEG Segment
|
- | - | - | - | |||||||||||||||||
Percentage
of Target Achieved
|
95.9 | % | 116.4 | % | 88.2 | % | 105.8 | % | ||||||||||||||
Bonus
Percentage Earned
|
12.5 | % | 12.0 | % | 14.6 | % | 11.0 | % | 13.2 | % | ||||||||||||
Functional
|
||||||||||||||||||||||
Percentage
of Target Achieved
|
100.0 | % | 102.4 | % | 88.7 | % | 97.4 | % | ||||||||||||||
Bonus
Percentage Earned
|
40.0 | % | 40.0 | % | 41.0 | % | 35.5 | % | 39.0 | % | ||||||||||||
Total
Target Bonus
|
$ | 30,469 | $ | 30,469 | $ | 30,469 | $ | 30,469 | ||||||||||||||
Total
Percentage of Bonus Earned
|
115.3 | % | 115.9 | % | 61.2 | % | 66.5 | % | ||||||||||||||
Total
Percentage of Bonus Payout (3)
|
100.0 | % | 100.0 | % | 61.2 | % | 0.0 | % | ||||||||||||||
Total
Bonus Payout
|
$ | 30,469 | $ | 30,469 | $ | 18,586 | $ | - |
|
(1)
|
Non-GAAP
Operating Income for the first and second quarters of 2009 includes
purchase accounting amortization. Beginning in the third
quarter of fiscal 2009, the Non-GAAP measures exclude the impact of
purchase accounting amortization.
|
|
(2)
|
Amounts
have been intentionally omitted as they constitute competitively sensitive
commercial and financial
information.
|
|
(3)
|
Maximum
payout per fiscal quarter is 100%.
|
|
(4)
|
Inventory
Turns is defined as (consolidated quarterly cost of goods sold multiplied
by 4) divided by (consolidated net ending inventory balance for such
quarter). The cost of goods sold is measured on a GAAP
basis.
|
Basis
Under Which
|
||||||||||||||||||||||
Performance
|
Quarter
Ended
|
|||||||||||||||||||||
Metric
is Based On
|
June
30,
|
September
30,
|
December
31,
|
March
31,
|
||||||||||||||||||
Performance
Metric
|
(if
applicable)
|
Weight
|
2008
|
2008
|
2008
|
2009
|
||||||||||||||||
Non-GAAP
Operating Income
|
ACG
Segment -
|
|||||||||||||||||||||
Target (1)
|
NA
and APLA
|
- | - | - | - | |||||||||||||||||
Actual
(1)
|
Regions
|
- | - | - | - | |||||||||||||||||
Percentage
of Target Achieved
|
130.6 | % | 142.7 | % | 29.1 | % | 22.8 | % | ||||||||||||||
Bonus
Percentage Earned
|
35.0 | % | 45.7 | % | 49.9 | % | 10.2 | % | 8.0 | % | ||||||||||||
Inventory
Turns (3)
|
ACG
Segment
|
|||||||||||||||||||||
Target
|
3.6 | 3.5 | 3.7 | 3.6 | ||||||||||||||||||
Actual
|
3.8 | 3.0 | 3.2 | 3.1 | ||||||||||||||||||
Percentage
of Target Achieved
|
105.6 | % | 85.7 | % | 86.5 | % | 86.1 | % | ||||||||||||||
Bonus
Percentage Earned
|
12.5 | % | 13.2 | % | 10.7 | % | 10.8 | % | 10.8 | % | ||||||||||||
Market
Share
|
ACG
Segment -
|
|||||||||||||||||||||
Target (1)
|
65%
OCC/35%
|
- | - | - | - | |||||||||||||||||
Actual
(1)
|
Bluetooth
|
- | - | - | - | |||||||||||||||||
Percentage
of Target Achieved
|
98.9 | % | 120.5 | % | 107.6 | % | 109.6 | % | ||||||||||||||
Bonus
Percentage Earned
|
12.5 | % | 12.4 | % | 15.1 | % | 13.5 | % | 13.7 | % | ||||||||||||
Functional
|
||||||||||||||||||||||
Percentage
of Target Achieved
|
102.0 | % | 75.0 | % | 70.0 | % | 75.0 | % | ||||||||||||||
Bonus
Percentage Earned
|
40.0 | % | 40.8 | % | 30.0 | % | 28.0 | % | 30.0 | % | ||||||||||||
Total
Target Bonus
|
$ | 27,625 | $ | 27,625 | $ | 27,625 | $ | 27,625 | ||||||||||||||
Total
Percentage of Bonus Earned
|
112.1 | % | 105.7 | % | 62.5 | % | 62.4 | % | ||||||||||||||
Total
Percentage of Bonus Payout (2)
|
100.0 | % | 100.0 | % | 62.5 | % | 0.0 | % | ||||||||||||||
Total
Bonus Payout
|
$ | 27,625 | $ | 27,625 | $ | 17,404 | $ | - |
|
(1)
|
Amounts
have been intentionally omitted as they constitute competitively sensitive
commercial and financial
information.
|
|
(2)
|
Maximum
payout per fiscal quarter is 100%.
|
|
(3)
|
Inventory
Turns is defined as (ACG segment quarterly cost of goods sold multiplied
by 4) divided by (ACG segment net ending inventory balance for such
quarter). The cost of goods sold is measured on a GAAP
basis.
|
Basis
Under Which
|
||||||||||||||||||||||
Performance
|
Quarter
Ended
|
|||||||||||||||||||||
Metric
is Based On
|
June
30,
|
September
30,
|
December
31,
|
March
31,
|
||||||||||||||||||
Performance
Metric
|
(if
applicable)
|
Weight
|
2008
|
2008
|
2008
|
2009
|
||||||||||||||||
Non-GAAP
Operating Income
|
EMEA
Region
|
|||||||||||||||||||||
Target (1)
|
- | - | - | - | ||||||||||||||||||
Actual
(1)
|
- | - | - | - | ||||||||||||||||||
Percentage
of Target Achieved
|
100.9 | % | 76.5 | % | 55.5 | % | 55.9 | % | ||||||||||||||
Bonus
Percentage Earned
|
35.0 | % | 35.3 | % | 26.8 | % | 19.4 | % | 19.6 | % | ||||||||||||
Inventory
Turns (2)
|
ACG
Segment -
|
|||||||||||||||||||||
Target
|
EMEA
Region
|
4.4 | 4.4 | 4.4 | 4.4 | |||||||||||||||||
Actual
|
4.5 | 3.3 | 5.0 | 4.0 | ||||||||||||||||||
Percentage
of Target Achieved
|
102.3 | % | 75.0 | % | 113.6 | % | 90.9 | % | ||||||||||||||
Bonus
Percentage Earned
|
12.5 | % | 12.8 | % | 9.4 | % | 14.2 | % | 11.4 | % | ||||||||||||
Market
Share
|
ACG
Segment -
|
|||||||||||||||||||||
Target (1)
|
OCC
|
- | - | - | - | |||||||||||||||||
Actual
(1)
|
- | - | - | - | ||||||||||||||||||
Percentage
of Target Achieved
|
100.0 | % | 98.4 | % | 100.0 | % | 98.4 | % | ||||||||||||||
Bonus
Percentage Earned
|
12.5 | % | 12.5 | % | 12.3 | % | 12.5 | % | 12.3 | % | ||||||||||||
Functional
|
||||||||||||||||||||||
Percentage
of Target Achieved
|
51.9 | % | 28.8 | % | 3.4 | % | 3.6 | % | ||||||||||||||
Bonus
Percentage Earned
|
40.0 | % | 20.8 | % | 11.5 | % | 1.4 | % | 1.4 | % | ||||||||||||
Total
Target Bonus (3)
|
$ | 21,138 | $ | 17,673 | $ | 16,787 | $ | 16,787 | ||||||||||||||
Total
Percentage of Bonus Earned
|
81.4 | % | 60.0 | % | 47.5 | % | 44.7 | % | ||||||||||||||
Total
Percentage of Bonus Payout
|
81.4 | % | 60.0 | % | 47.5 | % | 0.0 | % | ||||||||||||||
Total
Bonus Payout (3)
|
$ | 17,206 | $ | 10,604 | $ | 7,974 | $ | - |
|
(1)
|
Amounts
have been intentionally omitted as they constitute competitively sensitive
commercial and financial
information.
|
|
(2)
|
Inventory
Turns is defined as (EMEA region quarterly standard cost of goods sold
multiplied by 4) divided by (EMEA region average net inventory balance for
such quarter).
|
(3)
|
Mr.
Vanhoutte’s cash compensation is paid in British Pounds Sterling (GBP),
but is reported here in U.S. Dollars (USD). Amounts paid in GBP
were converted to USD using the exchange rate in effect at the time of
each payment to Mr. Vanhoutte.
|
Basis
Under Which
|
||||||||||||||||||||||
Performance
|
Quarter
Ended
|
|||||||||||||||||||||
Metric
is Based On
|
June
30,
|
September
30,
|
December
31,
|
March
31,
|
||||||||||||||||||
Performance
Metric
|
(if
applicable)
|
Weight
|
2008
|
2008
|
2008
|
2009
|
||||||||||||||||
Non-GAAP
Operating Loss (year-to-date)
|
AEG
Segment
|
|||||||||||||||||||||
Target,
in millions
|
$ | (6.2 | ) | $ | (12.1 | ) | $ | (10.6 | ) | $ | (13.4 | ) | ||||||||||
Actual,
in millions
|
$ | (6.0 | ) | $ | (12.1 | ) | $ | (16.9 | ) | $ | (21.6 | ) | ||||||||||
Percentage
of Target Achieved
|
104.1 | % | 100.0 | % | 0.0 | % | 0.0 | % | ||||||||||||||
Bonus
Percentage Earned
|
50.0 | % | 52.1 | % | 50.0 | % | 0.0 | % | 0.0 | % | ||||||||||||
Inventory
Turns (2)
|
AEG
Segment
|
|||||||||||||||||||||
Target
|
4.3 | 3.8 | 7.1 | 5.3 | ||||||||||||||||||
Actual
|
3.7 | 3.0 | 5.1 | 3.7 | ||||||||||||||||||
Percentage
of Target Achieved
|
86.0 | % | 78.9 | % | 71.8 | % | 69.8 | % | ||||||||||||||
Bonus
Percentage Earned
|
15.0 | % | 12.9 | % | 11.8 | % | 10.8 | % | 10.5 | % | ||||||||||||
Market
Share
|
AEG
Segment
|
|||||||||||||||||||||
Target (1)
|
- | - | - | - | ||||||||||||||||||
Actual
(1)
|
- | - | - | - | ||||||||||||||||||
Percentage
of Target Achieved
|
106.6 | % | 100.0 | % | 0.0 | % | 88.2 | % | ||||||||||||||
Bonus
Percentage Earned
|
15.0 | % | 16.0 | % | 15.0 | % | 0.0 | % | 13.2 | % | ||||||||||||
Functional
|
||||||||||||||||||||||
Percentage
of Target Achieved
|
50.0 | % | 50.0 | % | 46.7 | % | 57.2 | % | ||||||||||||||
Bonus
Percentage Earned
|
20.0 | % | 10.0 | % | 10.0 | % | 9.3 | % | 11.4 | % | ||||||||||||
Total
Target Bonus
|
$ | 12,500 | $ | 12,500 | $ | 13,750 | $ | 13,750 | ||||||||||||||
Total
Percentage of Bonus Earned
|
90.9 | % | 86.8 | % | 20.1 | % | 35.1 | % | ||||||||||||||
Total
Percentage of Bonus Payout
|
90.9 | % | 86.8 | % | 20.1 | % | 0.0 | % | ||||||||||||||
Total
Bonus Payout
|
$ | 11,375 | $ | 10,875 | $ | 2,750 | $ | - |
|
(1)
|
Amounts
have been intentionally omitted as they constitute competitively sensitive
commercial and financial
information.
|
|
(2)
|
Inventory
Turns is defined as (AEG segment quarterly cost of goods sold multiplied
by 4) divided by (AEG segment net ending inventory balance for such
quarter). The cost of goods sold is measured on a GAAP
basis.
|
Minimum
|
Target
|
Maximum
|
||||||||||||||
Award
Multiplier
|
Weight
|
0.5x
|
1.0x
|
2.0x
|
||||||||||||
GAAP
Earnings per Share
|
75 | % | $ | 1.20 | $ | 1.41 | $ | 1.70 | ||||||||
Asset
Utilization
|
25 | % | 2.53 | 2.69 | 2.90 |
Fiscal
Year
|
Total
Percentage
|
|||||||||||||||
Award
Multiplier
|
2009
Results
|
Score
|
Weight
|
of
Bonus Earned
|
||||||||||||
GAAP
Earnings per Share
|
$ | (1.34 | ) | 0 | % | 75 | % | 0 | % | |||||||
Asset
Utilization
|
$ | 2.58 | 65 | % | 25 | % | 16 | % |
Target
Incentive
|
||||||||||||||||||||||||||||||||||||||||||||
Compensation
|
Actual
Incentive Compensation
|
|||||||||||||||||||||||||||||||||||||||||||
Name
and Position
|
Base
Salary
|
Total
Quarterly Bonuses
|
Annual
Bonus
|
Target
TCC
|
Q1 | Q2 | Q3 | Q4 |
Annual
Bonus
|
Actual
TCC
|
Actual
TCC as a Percentage of Target TCC
|
|||||||||||||||||||||||||||||||||
Ken
Kannappan
|
$ | 627,000 | $ | 282,150 | $ | 282,150 | $ | 1,191,300 | $ | 70,538 | $ | 70,538 | $ | 18,340 | $ | - | $ | - | $ | 786,416 | 66.0 | % | ||||||||||||||||||||||
Director,
President and CEO
|
||||||||||||||||||||||||||||||||||||||||||||
Barbara
Scherer
|
$ | 375,000 | $ | 121,875 | $ | 121,875 | $ | 618,750 | $ | 30,469 | $ | 30,469 | $ | 18,586 | $ | - | $ | - | $ | 454,524 | 73.5 | % | ||||||||||||||||||||||
Senior
Vice President and CFO
|
||||||||||||||||||||||||||||||||||||||||||||
Don
Houston
|
$ | 340,000 | $ | 110,500 | $ | 110,500 | $ | 561,000 | $ | 27,625 | $ | 27,625 | $ | 17,404 | $ | - | $ | - | $ | 412,654 | 73.6 | % | ||||||||||||||||||||||
Senior
Vice President Sales
|
||||||||||||||||||||||||||||||||||||||||||||
Philip
Vanhoutte (1)
|
$ | 318,258 | $ | 79,565 | $ | 79,565 | $ | 477,388 | $ | 17,206 | $ | 10,604 | $ | 7,974 | $ | - | $ | - | $ | 354,042 | 74.2 | % | ||||||||||||||||||||||
Managing
Director - EMEA
|
||||||||||||||||||||||||||||||||||||||||||||
Vicki
Marion
|
$ | 262,500 | $ | 52,500 | $ | 52,500 | $ | 367,500 | $ | 11,375 | $ | 10,875 | $ | 2,750 | $ | - | $ | - | $ | 287,500 | 78.2 | % | ||||||||||||||||||||||
President
- Audio Entertainment Group
|
|
(1)
|
Mr.
Vanhoutte’s cash compensation is paid in British Pounds Sterling (GBP),
but is reported here in U.S. Dollars (USD). Amounts paid in GBP
were converted to USD using the exchange rate in effect at the time of
each payment to Mr.
Vanhoutte.
|
|
·
|
Cash
benefits provided in Plantronics change of control agreements were
generally below typical cash payments for the CEO and his direct reports
covered by the change of control
agreements.
|
|
·
|
Plantronics’
equity and benefit provisions in the Company’s change of control
agreements accelerated upon the occurrence of a change of control, which
was typical of the current market.
|
|
·
|
Plantronics’
current change of control agreements had no provision addressing 280G
excise tax issues. This was consistent with the current market trend of
moving away from providing
gross-ups.
|
|
·
|
accrued
compensation;
|
|
·
|
a
severance payment equal to the sum
of:
|
|
·
|
100%
of the executive’s annual base salary in effect immediately prior to the
executive’s termination date or (if greater) at the level in effect
immediately prior to the Change of
Control;
|
|
·
|
100%
of the executive’s quarterly target incentive bonus;
and
|
|
·
|
100%
of the executive’s annual target incentive
bonus.
|
|
·
|
continuation
of certain health benefits for the executive and his eligible dependents
for not more than 12 (twelve) months following the termination date;
and
|
|
·
|
full
vesting of the executive’s equity awards to the extent outstanding on the
termination date and not otherwise
vested.
|
Executive
Benefits and Payments Upon Separation
|
Voluntary
Termination
|
Termination
Without Cause or for Good Reason After Change in Control
|
Termination
for Cause
|
|||||||||
Compensation
|
$ | 1,179,624 | (1) | $ | 2,445,300 | (2) | $ | - | ||||
Benefits
|
$ | 23,588 | (3) | $ | 13,968 | (4) | $ | - |
|
(1)
|
Mr.
Kannappan is entitled to receive 75% of his “cash compensation” earned in
the four full fiscal quarters immediately preceding the date of
termination.
|
|
(2)
|
Mr.
Kannappan is entitled to receive: (i) accrued compensation;
(ii) a severance payment equal to the sum of (A) 300% of his annual
base salary in effect immediately prior to the termination date or (if
greater) at the level in effect immediately prior to the change of
control; (B) 100% of his quarterly target incentive bonus; and (C) 100% of
his annual target incentive
bonus.
|
|
(3)
|
Certain
Company and medical benefits estimated at $23,588 for the 2009 fiscal
year.
|
|
(4)
|
Certain
employee benefits reasonably estimated at $13,968 for the 2009 fiscal
year.
|
Executive
Benefits and Payments Upon Separation
|
Voluntary
Termination
|
Termination
Without Cause or for Good Reason After Change in Control
|
Termination
for Cause
|
|||||||||
Compensation
|
$ | - | $ | 1,237,500 | (1) | $ | - | |||||
Benefits
|
$ | - | $ | 13,968 | (2) | $ | - |
(1)
|
If
the employment is terminated by the Company without “Cause” or
by the executive for “Good Reason” within twenty-four (24) months after a
Change of Control, the executive will be entitled to receive (i) accrued
compensation; (ii) a severance payment equal to the sum of (A)
200% of the executive’s annual base salary in effect immediately prior to
the executive’s termination date or (if greater) at the level in effect
immediately prior to the Change of Control; (B) 200% of the executive’s
quarterly target incentive bonus; and (C) 200% of the executive’s annual
target incentive bonus.
|
|
(2)
|
Certain
employee benefits reasonably estimated at $13,968 for the 2009 fiscal
year.
|
Executive
Benefits and Payments Upon Separation
|
Voluntary
Termination
|
Termination
Without Cause or for Good Reason After Change in Control
|
Termination
for Cause
|
|||||||||
Compensation
|
$ | - | $ | 561,000 | (1) | $ | - | |||||
Benefits
|
$ | - | $ | 13,968 | (2) | $ | - |
(1)
|
If
the employment is terminated by the Company without “Cause” or
by the executive for “Good Reason” within twenty-four (24) months after a
Change of Control, the executive will be entitled to receive (i) accrued
compensation; and (ii) a severance payment equal to the sum
of (A) 100% of the executive’s annual base salary in effect
immediately prior to the executive’s termination date or (if greater) at
the level in effect immediately prior to the Change of Control; (B) 100%
of the executive’s quarterly target incentive bonus; and (C) 100% of the
executive’s annual target incentive
bonus.
|
|
(2)
|
Certain
employee benefits reasonably estimated at $13,968 for the 2009 fiscal
year.
|
Executive
Benefits and Payments Upon Separation
|
Voluntary
Termination
|
Termination
Without Cause or for Good Reason After Change in Control
|
Termination
for Cause
|
|||||||||
Compensation
|
$ | - | $ | 385,000 | (1) | $ | - | |||||
Benefits
|
$ | - | $ | 10,045 | (2) | $ | - |
(1)
|
If
the employment is terminated by the Company without “Cause” or
by the executive for “Good Reason” within twenty-four (24) months after a
Change of Control, the executive will be entitled to receive (i) accrued
compensation; and (ii) a severance payment equal to the sum
of (A) 100% of the executive’s annual base salary in effect
immediately prior to the executive’s termination date or (if greater) at
the level in effect immediately prior to the Change of Control; (B) 100%
of the executive’s quarterly target incentive bonus; and (C) 100% of the
executive’s annual target incentive
bonus.
|
|
(2)
|
Certain
employee benefits reasonably estimated at $10,045 for the 2009 fiscal
year.
|
Name
and Position
|
Fiscal
Year
|
Salary
|
Bonus
|
Stock
Awards
(1)
|
Option
Awards
(2)
|
Non-Equity
Incentive Plan Compensation (3)
|
Change
in Pension Value and Nonqualified Deferred Compensation
Earnings
|
All
Other Compensation (4)(5)(6)(7)
|
Total
|
|||||||||||||||||||||||||
Ken
Kannappan
|
2009
|
$ | 627,000 | $ | - | $ | 483,222 | $ | 616,137 | $ | 159,415 | $ | - | $ | 96,280 | $ | 1,982,054 | |||||||||||||||||
Director,
President and CEO
|
2008
|
$ | 613,500 | $ | - | $ | 398,344 | $ | 721,355 | $ | 723,318 | $ | - | $ | 41,534 | $ | 2,498,051 | |||||||||||||||||
2007
|
$ | 550,001 | $ | - | $ | 277,981 | $ | 1,076,011 | $ | 147,013 | $ | - | $ | 41,558 | $ | 2,092,564 | ||||||||||||||||||
Barbara
Scherer
|
2009
|
$ | 375,000 | $ | - | $ | 198,686 | $ | 161,314 | $ | 79,523 | $ | - | $ | 42,586 | $ | 857,109 | |||||||||||||||||
Senior
Vice President and CFO
|
2008
|
$ | 367,500 | $ | - | $ | 167,367 | $ | 194,016 | $ | 311,099 | $ | - | $ | 31,406 | $ | 1,071,388 | |||||||||||||||||
2007
|
$ | 292,108 | $ | - | $ | 138,393 | $ | 242,520 | $ | 101,239 | $ | - | $ | 32,279 | $ | 806,539 | ||||||||||||||||||
Don
Houston
|
2009
|
$ | 340,000 | $ | - | $ | 206,682 | $ | 112,420 | $ | 72,654 | $ | - | $ | 46,563 | $ | 778,319 | |||||||||||||||||
Senior
Vice President Sales
|
2008
|
$ | 320,000 | $ | - | $ | 180,582 | $ | 139,582 | $ | 271,099 | $ | - | $ | 40,445 | $ | 951,708 | |||||||||||||||||
2007
|
$ | 259,960 | $ | - | $ | 131,298 | $ | 192,700 | $ | 91,879 | $ | - | $ | 38,404 | $ | 714,241 | ||||||||||||||||||
Philip
Vanhoutte
(8)
|
2009
|
$ | 318,258 | $ | - | $ | 156,854 | $ | 259,415 | $ | 35,784 | $ | - | $ | 42,244 | $ | 812,555 | |||||||||||||||||
Managing
Director - EMEA
|
2008
|
$ | 368,958 | $ | - | $ | 134,659 | $ | 449,226 | $ | 234,088 | $ | - | $ | 57,021 | $ | 1,243,952 | |||||||||||||||||
2007
|
$ | 305,332 | $ | - | $ | 106,834 | $ | 432,898 | $ | 121,758 | $ | - | $ | 45,730 | $ | 1,012,552 | ||||||||||||||||||
Vicki
Marion
(9)
|
2009
|
$ | 262,500 | $ | - | $ | 76,684 | $ | 201,876 | $ | 25,000 | $ | - | $ | 116,478 | $ | 682,538 | |||||||||||||||||
President
- Audio Entertainment Group
|
2008
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||||||||||||
2007
|
N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
|
(1)
|
Stock
awards reported are amounts recognized for financial statement reporting
purposes with respect to the fiscal year in accordance with SFAS 123(R),
disregarding estimated forfeitures. Refer to Note No. 2 –
Significant Accounting Policies, Stock-Based Compensation Expense and
Footnote No. 11 – Stockholders’ Equity to the Company’s consolidated
Financial Statements contained in our Annual Report on Form 10-K for the
fiscal year ended March 31, 2009 filed May 26, 2009 for the assumptions
used to value such awards.
|
|
(2)
|
Option
awards reported are amounts recognized for financial statement reporting
purposes with respect to the fiscal year in accordance with SFAS 123(R),
disregarding estimated forfeitures. Refer to Note No. 2 –
Significant Accounting Policies, Stock-Based Compensation Expense and
Footnote No. 11 – Stockholders’ Equity to the to the Company’s
consolidated Financial Statements contained in our Annual Report on Form
10-K for the fiscal year ended March 31, 2009 filed May 26, 2009 for the
assumptions used to value such
awards.
|
|
(3)
|
Amounts
shown are the sum of the components
a-d:
|
|
a)
|
the
following payments by Plantronics under the Quarterly Profit Sharing Plan
for each executive in fiscal 2007: Mr. Kannappan ($36,021), Ms. Scherer
($19,125), Mr. Houston ($17,112), and Mr. Vanhoutte
($20,742). In fiscal 2008, the Quarterly Profit Sharing Plan
was discontinued for executive officers including the
NEO’s.
|
|
b)
|
the
following payments by Plantronics under the Over Achievement Bonus Plan
for each executive in fiscal 2007: Mr. Kannappan ($0), Ms.
Scherer ($0), Mr. Houston ($0), and Mr. Vanhoutte ($0). In
fiscal 2008, the Over Achievement Bonus Plan was discontinued for
executive officers including the
NEO’s.
|
|
c)
|
the
following payments by Plantronics under the Regular Bonus Plan for each
executive in fiscal 2007 respectively: Mr. Kannappan ($110,992), Ms.
Scherer ($82,114), Mr. Houston ($74,767), and Mr. Vanhoutte
($100,660). In fiscal 2008, the Regular Bonus Plan was replaced
by the Quarterly Incentive Plan of the Executive Incentive
Plan. The following payments were made under the Quarterly
Incentive Plan in fiscal 2008 respectively: Mr. Kannappan
($276,076), Ms. Scherer ($117,610), Mr. Houston ($102,619), and Mr.
Vanhoutte ($86,701). The following payments were made under the
Quarterly Incentive Plan in fiscal 2009 respectively: Mr.
Kannappan ($159,415), Ms. Scherer ($79,523), Mr. Houston ($72,654), Mr.
Vanhoutte ($35,784) and Ms. Marion
($25,000).
|
|
d)
|
the
following payments by Plantronics under the Supplemental Bonus Plan for
each executive in fiscal 2007: Mr. Kannappan ($0), Ms. Scherer ($0), Mr.
Houston ($0), and Mr. Vanhoutte ($0). In fiscal 2008, the
Supplemental Bonus Plan was replaced by the Annual Incentive Plan of the
Executive Incentive Plan. In fiscal 2008, the following
payments were made under the Annual Incentive Plan
respectively: Mr. Kannappan ($447,242), Ms. Scherer ($193,489),
Mr. Houston ($168,480), and Mr. Vanhoutte ($147,387). In fiscal
2009, the following payments were made under the Annual Incentive Plan
respectively: Mr. Kannappan ($0), Ms. Scherer ($0), Mr. Houston
($0), Mr. Vanhoutte ($0) and Ms. Marion
($0).
|
|
(4)
|
Amounts
shown include company contributions or other allocations to defined
contribution plans for benefits such as employer 401(k) contributions,
401(k) match payments, pension contributions (for Mr. Vanhoutte),
Restricted Stock Award dividends and insurance
premiums.
|
|
(5)
|
Includes
contributions for the Defined Compensation Program, a supplemental benefit
program available only to vice presidents and above to reimburse
participants for items such as medical co-payments, legal or financial
planning services, and a car allowance. For Mr. Vanhoutte it
also includes a gym membership and office
allowance.
|
|
(6)
|
Includes
a vacation payout to Mr. Kannappan in the amount of
$48,231.
|
|
(7)
|
Includes
the following amounts for Ms. Marion in connection with her
relocation: $29,260 for relocation expenses; $31,400 for
housing expenses (security deposit and monthly rent); $12,000 for living
expenses; and $5,021 tax gross-up related to living expenses
payment.
|
|
(8)
|
Mr.
Vanhoutte’s cash compensation is paid in British Pounds Sterling (GBP),
but is reported here in U.S. Dollars (USD). Amounts paid in GBP
were converted to USD using the exchange rate in effect at the time of
each payment to or on behalf of Mr.
Vanhoutte.
|
|
(9)
|
Ms.
Marion was not a Named Executive Officer in fiscal 2007 or fiscal
2008.
|
Name
|
Grant
Date (1)
|
Compensation
Committee Approval Date
|
All
Other Stock Awards: Number of Shares of Stock or Units
(#)
|
All
Other Option Awards: Number of Securities Underlying Options (#)
(2)
|
Exercise
or Base Price of Option Awards ($/Share)
|
Grant
Date Fair Value of Stock Awards
|
Grant
Date Fair Value of Option Awards
|
|||||||||||||||||
Ken
Kannappan (3)
|
5/2/2008
|
5/2/2008
|
- | 30,000 | $ | 24.17 | $ | - | $ | 287,373 | ||||||||||||||
10/27/2008
|
10/27/2008
|
20,000 | 35,000 | 12.78 | 255,400 | 192,913 | ||||||||||||||||||
Barbara
Scherer
|
5/2/2008
|
5/2/2008
|
- | 12,000 | 24.17 | - | 114,949 | |||||||||||||||||
10/27/2008
|
10/27/2008
|
6,000 | 15,000 | 12.78 | 76,620 | 82,677 | ||||||||||||||||||
Don
Houston
|
5/2/2008
|
5/2/2008
|
- | 9,000 | 24.17 | - | 86,212 | |||||||||||||||||
10/27/2008
|
10/27/2008
|
5,000 | 12,500 | 12.78 | 63,850 | 68,898 | ||||||||||||||||||
Philip
Vanhoutte
|
5/2/2008
|
5/2/2008
|
- | 6,000 | 24.17 | - | 57,475 | |||||||||||||||||
10/27/2008
|
10/27/2008
|
5,000 | 5,000 | 12.78 | 63,850 | 27,559 | ||||||||||||||||||
Vicki
Marion
|
5/2/2008
|
5/2/2008
|
- | 10,000 | 24.17 | - | 95,791 | |||||||||||||||||
10/27/2008
|
10/27/2008
|
5,000 | 7,500 | 12.78 | 63,850 | 41,339 |
|
(1)
|
Pursuant
to the policy of the Compensation Committee, stock options are granted
three days after quarterly financial results are announced. The
exercise price of such options is equal to the closing market price of
Plantronics' common stock on the date of
grant.
|
|
(2)
|
33.3%
of the shares subject to the option vest on the 1-year anniversary of the
grant, and 1/36 of the shares subject to the option vest each month
thereafter.
|
|
(3)
|
Please
see discussion of acceleration of equity grants in the section entitled
“Mr. Kannappan – Amended and Restated Employment
Agreement.”
|
Option
Awards
|
Stock
Awards
|
|||||||||||||||
Name
|
Number
of Shares Acquired on Exercise
|
Value
Realized on Exercise
|
Number
of Shares Acquired on Vesting
|
Value
Realized on Vesting
|
||||||||||||
Ken
Kannappan
|
50,000 | $ | 255,486 | 18,567 | $ | 325,080 | ||||||||||
Barbara
Scherer
|
- | - | 6,700 | $ | 109,647 | |||||||||||
Don
Houston
|
30,000 | $ | 97,500 | 7,650 | $ | 132,578 | ||||||||||
Philip
Vanhoutte
|
- | - | 5,400 | $ | 86,600 | |||||||||||
Vicki
Marion
|
- | - | 2,500 | $ | 45,206 |
Option
Awards
|
Stock
Awards
|
||||||||||||||||||||
Number
of Securities Underlying Unexercised Options (#)
Exercisable
|
Number
of Securities Underlying Unexercised Options (#)
Unexercisable
|
Option
Exercise Price ($)
|
Option
Expiration Date
|
Number
of Shares or Units of Stock That Have Not Vested (#)
|
Market
Value of Shares or Units of Stock That Have Not Vested ($)
|
||||||||||||||||
Ken
Kannappan (1)
|
120,000 | - | 21.00 |
6/24/2009
|
|||||||||||||||||
120,000 | - | 35.46 |
6/29/2010
|
||||||||||||||||||
150,000 | - | 17.49 |
6/22/2011
|
||||||||||||||||||
190,000 | - | 21.35 |
11/1/2011
|
||||||||||||||||||
150,000 | - | 16.50 |
7/15/2012
|
||||||||||||||||||
100,000 | - | 26.90 |
9/3/2013
|
||||||||||||||||||
50,000 | - | 40.48 |
9/22/2011
|
||||||||||||||||||
20,500 | 3,500 | 27.16 |
10/19/2012
|
||||||||||||||||||
80,555 | 19,445 | 20.44 |
10/27/2013
|
||||||||||||||||||
9,444 | 10,556 | 27.58 |
10/26/2014
|
||||||||||||||||||
- | 30,000 | 24.17 |
5/2/2015
|
||||||||||||||||||
- | 35,000 | 12.78 |
10/27/2015
|
43,326 | 516,879 | ||||||||||||||||
Barbara
Scherer (2)
|
30,000 | - | 24.46 |
2/4/2010
|
|||||||||||||||||
25,000 | - | 30.00 |
2/13/2011
|
||||||||||||||||||
45,000 | - | 17.49 |
6/22/2011
|
||||||||||||||||||
45,000 | - | 16.50 |
7/15/2012
|
||||||||||||||||||
40,000 | - | 26.90 |
9/3/2013
|
||||||||||||||||||
35,000 | - | 40.48 |
9/22/2011
|
||||||||||||||||||
12,083 | 7,917 | 20.44 |
10/27/2013
|
||||||||||||||||||
3,778 | 4,222 | 27.58 |
10/26/2014
|
||||||||||||||||||
- | 12,000 | 24.17 |
5/2/2015
|
||||||||||||||||||
- | 15,000 | 12.78 |
10/27/2015
|
19,500 | 232,635 | ||||||||||||||||
Don
Houston (3)
|
30,000 | - | 24.46 |
2/4/2010
|
|||||||||||||||||
10,000 | - | 38.75 |
9/15/2010
|
||||||||||||||||||
25,000 | - | 30.00 |
2/13/2011
|
||||||||||||||||||
40,000 | - | 17.49 |
6/22/2011
|
||||||||||||||||||
40,000 | - | 16.50 |
7/15/2012
|
||||||||||||||||||
30,000 | - | 26.90 |
9/3/2013
|
||||||||||||||||||
30,000 | - | 40.48 |
9/22/2011
|
||||||||||||||||||
6,041 | 3,959 | 20.44 |
10/27/2013
|
||||||||||||||||||
2,833 | 3,167 | 27.58 |
10/26/2014
|
||||||||||||||||||
- | 9,000 | 24.17 |
5/2/2015
|
||||||||||||||||||
- | 12,500 | 12.78 |
10/27/2015
|
21,825 | 260,372 | ||||||||||||||||
Philip
Vanhoutte (4)
|
100,000 | - | 25.84 |
9/22/2013
|
|||||||||||||||||
50,000 | - | 25.84 |
9/22/2013
|
||||||||||||||||||
6,041 | 3,959 | 20.44 |
10/27/2013
|
||||||||||||||||||
1,889 | 2,111 | 27.58 |
10/26/2014
|
||||||||||||||||||
- | 6,000 | 24.17 |
5/2/2015
|
||||||||||||||||||
- | 5,000 | 12.78 |
10/27/2015
|
16,325 | 194,757 | ||||||||||||||||
Vicki
Marion (5)
|
23,611 | 26,389 | 28.88 |
10/3/2014
|
|||||||||||||||||
- | 10,000 | 24.17 |
5/2/2015
|
||||||||||||||||||
- | 7,500 | 12.78 |
10/27/2015
|
11,875 | 141,669 |
(1)
|
The
first 7 options listed for Mr. Kannappan are fully vested. The
remaining 5 options fully vest, in the order given, on 10/19/2009,
10/27/2009, 10/26/2010, 5/2/2011 and
10/27/2011.
|
(2)
|
The
first 6 options listed for Ms. Scherer are fully vested. The
remaining 4 options fully vest, in the order given, on 10/27/2010,
10/26/2010, 5/2/2011 and
10/27/2011.
|
(3)
|
The
first 7 options listed for Mr. Houston are fully vested. The
remaining 4 options fully vest, in the order given, on 10/27/2010,
10/26/2010, 5/2/2011 and
10/27/2011.
|
(4)
|
The
first 2 options listed for Mr. Vanhoutte are fully vested. The
remaining 4 options fully vest, in the order given, on 10/27/2010,
10/26/2010, 5/2/2011 and
10/27/2011.
|
(5)
|
The
3 options listed for Ms. Marion fully vest, in the order given, on
10/3/2010, 5/2/2011 and 10/27/2011.
|
For
the Board of Directors
|
|
/s/
Rich Pickard
|
|
Rich
Pickard
|
|
Secretary
|
|
·
|
reviewed
and discussed Plantronics’ consolidated audited financial statements for
the fiscal year ended March 28, 2009 with Plantronics’ management,
which has primary responsibility for those
statements;
|
|
·
|
discussed
with PricewaterhouseCoopers LLP, Plantronics’ independent registered
public accounting firm, the matters required to be discussed by Statement
on Auditing Standard No. 61, as amended (AICPA, Professional Standards,
Vol. 1, AU Section 380, as adopted by the Public Company Accounting
Oversight Board (“PCAOB”) in Rule 3200T);
and
|
|
·
|
received
and reviewed the written disclosures and the letter from
PricewaterhouseCoopers LLP required by PCAOB Rule 3526 regarding the
independent accountant’s communications with the audit committee
concerning independence, and has discussed with PricewaterhouseCoopers LLP
its independence.
|
The
Audit Committee
|
|
Gregg
Hammann
|
|
Marshall
Mohr (Chair)
|
|
Marv
Tseu
|
Members
of the Compensation Committee:
|
|
Gregg
Hammann (Chair)
|
|
John
Hart
|
|
Marv
Tseu
|
SECTION
1.
|
PURPOSES
AND DEFINITIONS
|
|
1.1
|
Purposes of the
Plan. The purposes of this 2003 Stock Plan
are:
|
|
(A)
|
to
attract and retain the best available personnel for positions of
substantial responsibility,
|
|
(B)
|
to
provide additional incentive to Employees, Directors and Consultants,
and
|
|
(C)
|
to
promote the success of the Company’s
business.
|
|
1.2
|
The
Plan permits the grant of Incentive Stock Options, Nonstatutory Stock
Options, Restricted Stock Awards, Stock Appreciation Rights, and
Restricted Stock Units, as determined by the Administrator at the time of
grant.
|
|
1.3
|
Definitions. As
used herein, the following definitions shall
apply:
|
|
(A)
|
“Administrator”
means the Board or any Committees as shall be administering the Plan, in
accordance with Section 2.2.
|
|
(B)
|
“Annual Revenue”
means the Company’s or a business unit’s net sales for the Fiscal Year,
determined in accordance with generally accepted accounting
principles.
|
|
(C)
|
“Applicable
Laws” means the requirements relating to the administration of
equity based awards under U.S. state corporate laws, U.S. federal and
state securities laws, the Code, any stock exchange or quotation system on
which the Common Stock is listed or quoted and the applicable laws of any
foreign country or jurisdiction where Awards are, or will be, granted
under the Plan.
|
|
(D)
|
“Award” means,
individually or collectively, a grant under the Plan of Options,
Restricted Stock Awards, SARs, and Restricted Stock
Units.
|
|
(E)
|
“Award
Agreement” means the written or electronic agreement setting forth
the terms and provisions applicable to each Award granted under the Plan
and shall include an Option Agreement and a Restricted Stock Award
Agreement, as applicable. The Award Agreement is subject to the terms and
conditions of the Plan.
|
|
(F)
|
“Board” means
the Board of Directors of the
Company.
|
|
(G)
|
“Cash Position”
means the Company’s level of cash and cash
equivalents.
|
|
(H)
|
“Change in
Control” means the occurrence of any of the following
events:
|
|
(i)
|
Any
“person” (as such term is used in Sections 13(d) and 14(d) of the Exchange
Act) becomes the “beneficial owner” (as defined in Rule 13d3 of the
Exchange Act), directly or indirectly, of securities of the Company
representing fifty percent (50%) or more of the total voting power
represented by the Company’s then outstanding voting securities;
or
|
|
(ii)
|
The
consummation of the sale or disposition by the Company of all or
substantially all of the Company’s
assets;
|
|
(iii)
|
A
change in the composition of the Board occurring within a two-year period,
as a result of which fewer than a majority of the Directors are Incumbent
Directors. “Incumbent Directors” means Directors who either (A)
are Directors as of the effective date of the Plan, or (B) are elected, or
nominated for election, to the Board with the affirmative votes of at
least a majority of the Incumbent Directors at the time of such election
or nomination (but will not include an individual whose election or
nomination is in connection with an actual or threatened proxy contest
relating to the election of Directors to the Company);
or
|
|
(iv)
|
The
consummation of a merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which would result in
the voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity or its parent) at
least fifty percent (50%) of the total voting power represented by the
voting securities of the Company or such surviving entity or its parent
outstanding immediately after such merger or
consolidation.
|
|
(I)
|
“Code” means the
Internal Revenue Code of 1986, as
amended.
|
|
(J)
|
“Committee”
means a committee of individuals appointed by the Board in accordance with
Section 2.2.
|
|
(K)
|
“Common Stock”
means the common stock of the
Company.
|
|
(L)
|
“Company” means
Plantronics, Inc., a Delaware
corporation.
|
|
(M)
|
“Consultant”
means any natural person, including an advisor, engaged by the Company or
a Parent or Subsidiary to render services to such
entity.
|
|
(N)
|
“Determination
Date” means the latest possible date that will not jeopardize the
qualification of an Award granted under the Plan as “performance-based
compensation” under Section 162(m) of the
Code.
|
|
(O)
|
“Director” means
a member of the Board.
|
|
(P)
|
“Disability”
means total and permanent disability as defined in Section 22(e)(3) of the
Code.
|
|
(Q)
|
“Earnings Per
Share” means as to any Fiscal Year, the Company’s or a business
unit’s Net Income, divided by a weighted average number of common shares
outstanding and dilutive common equivalent shares deemed outstanding,
determined in accordance with generally accepted accounting
principles.
|
|
(R)
|
“Employee” means
any person, including Officers and Directors, employed by the Company or
any Parent or Subsidiary of the Company. Neither service as a
Director nor payment of a Director’s fee by the Company shall be
sufficient to constitute “employment” by the
Company.
|
|
(S)
|
“Exchange Act”
means the Securities Exchange Act of 1934, as
amended.
|
|
(T)
|
“Fair Market
Value” means, as of any date, the value of Common Stock
determined as follows:
|
|
(i)
|
If
the Common Stock is listed on any established stock exchange or a
national market system, including without limitation the New York Stock
Exchange (NYSE), its Fair Market Value shall be the closing sales price
for such stock (or the closing bid, if no sales were reported) as quoted
on such exchange or system for the day of determination, as reported in
The Wall Street Journal or such other source as the Administrator deems
reliable;
|
|
(ii)
|
If
the Common Stock is regularly quoted by a recognized securities dealer but
selling prices are not reported, the Fair Market Value of a Share of
Common Stock shall be the mean between the high bid and low asked prices
for the Common Stock on the day of determination, as reported in The
Wall Street Journal or such other source as the Administrator deems
reliable; or
|
|
(iii)
|
In
the absence of an established market for the Common Stock, the Fair Market
Value shall be determined in good faith by the
Administrator.
|
|
(U)
|
“Fiscal Year”
means the fiscal year of the
Company.
|
|
(V)
|
“Incentive Stock
Option” means an Option intended to qualify as an incentive stock
option within the meaning of Section 422 of the Code and the regulations
promulgated thereunder.
|
|
(W)
|
“Individual Performance
Objective” means any individual Company business-related objective
that is objectively determinable within the meaning of Code Section 162(m)
and the Treasury Regulations promulgated thereunder. Individual
Performance Objectives shall include, but not be limited to, improvement
in customer satisfaction, opening of additional retail stores, and similar
objectively determinable performance objectives related to the
Participant’s job responsibilities with the
Company.
|
|
(X)
|
“Net Income”
means as to any Fiscal Year, the income after taxes of the Company for the
Fiscal Year determined in accordance with generally accepted accounting
principles.
|
|
(Y)
|
“Nonstatutory Stock
Option” means an Option not intended to qualify as an Incentive
Stock Option.
|
|
(Z)
|
“Notice of
Grant” means a written or electronic notice evidencing certain
terms and conditions of the grant of an individual Option or a Restricted
Stock Award. The Notice of Grant is part of the agreement
evidencing the terms and conditions of a specific
grant.
|
|
(AA)
|
“Officer” means
a person who is an officer of the Company within the meaning of Section 16
of the Exchange Act and the rules and regulations promulgated
thereunder.
|
|
(BB)
|
“Operating Cash
Flow” means the Company’s or a business unit’s sum of Net Income
plus depreciation and amortization less capital expenditures plus changes
in working capital comprised of accounts receivable, inventories, other
current assets, trade accounts payable, accrued expenses, product
warranty, advance payments from customers and long-term accrued expenses,
determined in accordance with generally acceptable accounting
principles.
|
|
(CC)
|
“Operating
Income” means the Company’s or a business unit’s income from
operations determined in accordance with generally accepted accounting
principles.
|
|
(DD)
|
“Option” means a
stock option granted pursuant to the Plan, as evidenced by a Notice of
Grant.
|
|
(EE)
|
“Option
Agreement” means an agreement between the Company and a Participant
evidencing the terms and conditions of an individual Option
grant. The Option Agreement is subject to the terms and
conditions of the Plan.
|
|
(FF)
|
“Optioned Stock”
means the Common Stock subject to an
Award.
|
|
(GG)
|
“Outside
Director” means a Director who is not an
Employee.
|
|
(HH)
|
“Parent” means a
“parent corporation,” whether now or hereafter existing, as defined in
Section 424(e) of the Code.
|
|
(II)
|
“Participant”
means the holder of an outstanding Award granted under the
Plan.
|
|
(JJ)
|
“Performance
Goals” will have the meaning set forth in Section 7.1 of the
Plan.
|
|
(KK)
|
“Performance
Period” means any Fiscal Year of the Company or such other period
as determined by the Administrator in its sole
discretion.
|
|
(LL)
|
“Plan” means
this 2003 Stock Plan, as amended and
restated.
|
|
(MM)
|
“Restricted
Stock” means shares of Common Stock acquired pursuant to a grant of
Restricted Stock Award or the early exercise of an
Option.
|
|
(NN)
|
“Restricted Stock
Award” means a grant of Restricted Stock pursuant to the Plan, as
evidenced by a Notice of Grant.
|
|
(OO)
|
“Restricted Stock Award
Agreement” means a written agreement between the Company and a
Participant evidencing the terms and restrictions applying to stock
granted under a Restricted Stock Award. The Restricted Stock
Award Agreement is subject to the terms and conditions of the Plan and the
Notice of Grant.
|
|
(PP)
|
“Restricted Stock
Unit” means an Award granted to a Participant pursuant to Section
6.
|
|
(QQ)
|
“Retirement”
unless otherwise defined in the Award Agreement or in a written
employment, services or other agreement between the Participant and the
Company or any Parent or Subsidiary of the Company, will have such meaning
as the Administrator may determine, or, if not so defined, will mean
termination of Participant’s status as a Service Provider after he or she
reaches age 55 and has completed at least ten (10) years of employment or
service with the Company or any Parent or Subsidiary of the Company;
provided, however, that with respect to Outside Directors who are granted
Options pursuant to Section 3.2 hereof, “Retirement” will mean termination
of an Outside Director’s status as a Director when (i) the Outside
Director’s age is 55 or over and he or she has continuously been a
Director for at least seven (7) years on the date of such termination or
(ii) the Outside Director has continuously been a Director for at least
ten (10) years from the date of such
termination.
|
|
(RR)
|
“Return on
Assets” means the percentage equal to the Company’s or a business
unit’s Operating Income before incentive compensation, divided by average
net Company or business unit, as applicable, assets, determined in
accordance with generally accepted accounting
principles.
|
|
(SS)
|
“Return on
Equity” means the percentage equal to the Company’s Net Income
divided by average stockholder’s equity, determined in accordance with
generally accepted accounting
principles.
|
|
(TT)
|
“Return on
Sales” means the percentage equal to the Company’s or a business
unit’s Operating Income before incentive compensation, divided by the
Company’s or the business unit’s, as applicable, revenue, determined in
accordance with generally accepted accounting
principles.
|
|
(UU)
|
“Rule 16b-3”
means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in
effect when discretion is being exercised with respect to the
Plan.
|
|
(VV)
|
“Section 16(b)”
means Section 16(b) of the Exchange
Act.
|
|
(WW)
|
“Securities Act”
means the Securities Act of 1933, as
amended.
|
|
(XX)
|
“Service
Provider” means an Employee, Director or
Consultant.
|
|
(YY)
|
“Share” means a
share of the Common Stock, as adjusted in accordance with Section
8.4.
|
|
(ZZ)
|
“Stock Appreciation
Right” or “SAR” means an
Award, granted alone or in connection with an Option, that pursuant to
Section 5 is designated as an
SAR.
|
|
(AAA)
|
“Subsidiary”
means a “subsidiary corporation”, whether now or hereafter existing, as
defined in Section 424(f) of the
Code.
|
|
(BBB)
|
“Total Stockholder
Return” means the total return (change in share price plus
reinvestment of any dividends) of a share of the Company’s common
stock.
|
SECTION
2.
|
ADMINISTRATION
|
|
2.1
|
Stock Subject to the
Plan.
|
|
(A)
|
Subject
to the provisions of Section 8.4, the maximum aggregate number of Shares
that may be optioned and sold under the Plan is 9,000,000
Shares. The Shares may be authorized, but unissued, or
reacquired Common Stock.
|
|
(B)
|
Any
Shares subject to Awards granted with an exercise price less than the Fair
Market Value on the date of grant of such Awards will be counted against
the numerical limits of Section 2.1(D) as 2.5 Shares for every one Share
subject thereto. Further, if Shares acquired pursuant to any
such Award are forfeited or repurchased by the Company and would otherwise
return to the Plan pursuant to Section 2.1(A), 2.5 times the number of
Shares so forfeited or repurchased will return to the Plan and will again
become available for issuance.
|
|
(C)
|
Shares will not be deemed to have been
issued pursuant to the Plan with respect to any portion of an Award that
is settled in cash. With respect to SARs, all of the Shares for
which the Award is exercised (that is, Shares actually issued pursuant to
a SAR, as well as the Shares that represent payment of the exercise price)
will cease to be available under the Plan. Shares used to pay
the tax and exercise price of an Award will not become available for
future grant or sale under the Plan.
|
|
(D)
|
If
an Award expires or becomes unexercisable without having been exercised in
full, or with respect to Restricted Stock or Restricted Stock Units, is
forfeited to or repurchased by the Company, the unpurchased Shares (or for
Awards other than Options and SARs, the forfeited or repurchased Shares)
which were subject thereto shall become available for future grant or sale
under the Plan (unless the Plan has terminated); provided,
however, that Shares that have actually been issued under the Plan,
whether upon exercise or of an Award or issuance with respect thereto,
shall not be returned to the Plan and shall not become available for
future distribution under the Plan, except that if unvested Shares of
Restricted Stock or Restricted Stock Units are repurchased by or forfeited
to the Company, such Shares shall become available for future grant under
the Plan.
|
|
2.2
|
Administration of the
Plan.
|
|
(A)
|
Procedure.
|
|
(i)
|
Multiple
Administrative Bodies. Different Committees with respect
to different groups of Service Providers may administer the
Plan.
|
|
(ii)
|
Section
162(m). To the extent that the Administrator determines
it to be desirable to qualify Awards as “performance based compensation”
within the meaning of Section 162(m) of the Code, the Plan shall be
administered by a Committee of two or more “outside directors” within the
meaning of Section 162(m) of the
Code.
|
|
(iii)
|
Rule
16b-3. To the extent desirable to qualify transactions
hereunder as exempt under Rule 16b-3, the transactions contemplated
hereunder shall be structured to satisfy the requirements for exemption
under Rule 16b-3.
|
|
(iv)
|
Other
Administration. Other than as provided above, the Plan
shall be administered by (A) the Board or (B) a Committee, which committee
shall be constituted to satisfy Applicable
Laws.
|
|
(B)
|
Powers of the
Administrator. Subject to the provisions of the Plan,
and in the case of a Committee, subject to the specific duties delegated
by the Board to such Committee, the Administrator shall have the
authority, in its discretion:
|
|
(i)
|
to
determine the Fair Market Value;
|
|
(ii)
|
to
select the Service Providers to whom Awards may be granted
hereunder;
|
|
(iii)
|
to
determine the number of shares of Common Stock to be covered by each Award
granted hereunder;
|
|
(iv)
|
to
approve forms of agreement for use under the
Plan;
|
|
(v)
|
to
determine the terms and conditions of any Award in accordance with the
provisions of the Plan; provided, however, that the Administrator will not
permit any Participant to issue a promissory note in order to exercise or
otherwise acquire Shares pursuant to an
Award;
|
|
(vi)
|
to
construe and interpret the terms of the Plan and Awards granted pursuant
to the Plan;
|
|
(vii)
|
to
prescribe, amend and rescind rules and regulations relating to the Plan,
including rules and regulations relating to subplans established for the
purpose of satisfying applicable foreign
laws;
|
|
(viii)
|
to
modify or amend each Award (subject to Section 8.6(C)), including the
discretionary authority to extend the post-termination exercisability
period of Awards longer than is otherwise provided for in the
Plan;
|
|
(ix)
|
to
allow Participants to satisfy withholding tax obligations by electing to
have the Company withhold from the Shares to be issued upon exercise of an
Award that number of Shares having a Fair Market Value equal to the
minimum amount required to be withheld. The Fair Market Value
of the Shares to be withheld shall be determined on the date that the
amount of tax to be withheld is to be determined. All elections
by the Participant to have Shares withheld for this purpose shall be made
in such form and under such conditions as the Administrator may deem
necessary or advisable;
|
|
(x)
|
to
authorize any person to (i) make decisions, determinations and
interpretations on behalf of the Administrator to the extent allowed under
Applicable Laws, and (ii) execute on behalf of the Company any instrument
required to effect the grant of an Award previously granted by the
Administrator; and
|
|
(xi)
|
to
make all other determinations deemed necessary or advisable for
administering the Plan.
|
|
(C)
|
Effect of
Administrator’s Decision. The Administrator’s decisions,
determinations and interpretations, and those of any person authorized by
the Administrator to make decisions, determinations and interpretations on
behalf of the Administrator, shall be final and binding on all
Participants and any other holders of
Awards.
|
|
2.3
|
Eligibility. Nonstatutory
Stock Options may be granted to Service Providers provided, that, Outside
Directors may only be granted Nonstatutory Stock Options granted pursuant
to Section 3.2. Incentive Stock Options may be granted only to
Employees. Stock Appreciation Rights, Restricted Stock Awards
and Restricted Stock Units may be granted only to Employees, outside
Directors and Consultants.
|
SECTION
3.
|
STOCK
OPTIONS
|
|
3.1
|
Limitations.
|
|
(A)
|
Each
Option shall be designated in the Award Agreement as either an Incentive
Stock Option or a Nonstatutory Stock Option. However,
notwithstanding such designation, to the extent that the aggregate Fair
Market Value of the Shares with respect to which Incentive Stock Options
are exercisable for the first time by the Participant during any calendar
year (under all plans of the Company and any Parent or Subsidiary) exceeds
$100,000, such Options shall be treated as Nonstatutory Stock
Options. For purposes of this Section 3.1, Incentive Stock
Options shall be taken into account in the order in which they were
granted. The Fair Market Value of the Shares shall be
determined as of the time the Option with respect to such Shares is
granted.
|
|
(B)
|
The following
limitations shall apply to grants of
Options:
|
|
(i)
|
No
Participant shall be granted, in any Fiscal Year of the Company, Options
to purchase more than 500,000
Shares.
|
|
(ii)
|
In
connection with his or her initial employment, a Participant may be
granted Options to purchase up to an additional 500,000 Shares, which
shall not count against the limit set forth in Section
3.1(B)(i).
|
|
(iii)
|
The
foregoing limitations shall be adjusted proportionately in connection with
any change in the Company’s capitalization as described in Section
8.4.
|
|
(iv)
|
If
an Option is cancelled in the same Fiscal Year of the Company in which it
was granted (other than in connection with a transaction described in
Section 8.4), the cancelled Option will be counted against the limits set
forth in Sections 3.1(B)(i) and
(ii).
|
|
3.2
|
Grants of Options to
Outside Directors.
|
|
(A)
|
Procedure for
Grants. All grants of Options to Outside Directors under this Plan
shall be automatic and non-discretionary and shall be made strictly in
accordance with the following
provisions:
|
|
(i)
|
No
person shall have any discretion to select which Outside Directors shall
be granted Options or to determine the number of Shares to be covered by
Options granted to Outside
Directors.
|
|
(ii)
|
All
Options granted pursuant to this Section shall be Nonstatutory Stock
Options and, except as otherwise provided herein, shall be subject to the
other terms and conditions of the
Plan.
|
|
(iii)
|
Each
person who first becomes an Outside Director following the effective date
of this Plan shall be automatically granted an option to purchase 12,000
Shares (the “First Option”) on the date on which such person first becomes
an Outside Director, whether through election by the stockholders of the
Company or appointment by the Board to fill a
vacancy.
|
|
(iv)
|
After
the First Option has been granted to an Outside Director, such Outside
Director shall thereafter be automatically granted an Option to purchase
3,000 Shares (a “Subsequent Option”) on the date of the Company’s annual
stockholders’ meeting of each year, provided the Outside Director will
continue to be an Outside Director through the applicable date and, if on
such date, he or she shall have served on the Board for at least the
preceding six (6) months.
|
|
(v)
|
Notwithstanding
the provisions of subsections (iii) and (iv) hereof, in the event that a
grant would cause the number of Shares subject to outstanding Awards plus
the number of Shares previously purchased upon exercise of an Award to
exceed the number of Shares available for issuance under the Plan, then
each such automatic grant shall be for that number of Shares determined by
dividing the total number of Shares remaining available for grant by the
number of Outside Directors on the automatic grant date. Any further
grants shall then be deferred until such time, if any, as additional
Shares become available for grant under the Plan through action of the
stockholders to increase the number of Shares which may be issued under
the Plan or through cancellation or expiration of Options previously
granted hereunder.
|
|
(B)
|
The terms of an Option
granted to an Outside Director shall be as
follows:
|
|
(i)
|
the
term of the Option shall be seven (7)
years;
|
|
(ii)
|
the
Option shall be exercisable only while the Outside Director remains a
Director; provided, however, that for Options granted under this Section
3.2 on or after July 21, 2004, if an Outside Director ceases to be a
Director as a result of the Outside Director’s death, Disability or
Retirement, the Outside Director may exercise his or her Option granted
pursuant to this Section 3.2 within one year of such termination (but in
no event later than the expiration of the term of such Option as set forth
in the Award Agreement) and if on the date of such termination the Outside
Director is not vested as to his or her entire Option, the Shares covered
by the unvested portion of the Option will revert to the
Plan;
|
|
(iii)
|
the
exercise price per Share shall be 100% of the Fair Market Value per Share
on the date of grant of the Option;
and
|
|
(iv)
|
subject
to accelerated vesting upon a merger or Change in Control as specified in
Section 8.4(C), the Option shall vest and become exercisable as to 25% of
the Shares subject to the Option on the first anniversary of the date of
grant of the Option and shall vest and become exercisable as to 6.25% of
the Shares subject to the Option at the end of each three-month period
thereafter, if on such dates Participant has remained in continuous status
as a Director.
|
|
(C)
|
The
Plan shall not confer upon any Outside Director any right with respect to
continuation of service as a Director or nomination to serve as a
Director, nor shall it interfere in any way with any rights which the
Director or the Company may have to terminate his or her directorship at
any time.
|
|
3.3
|
Term of
Option. The term of each Option shall be seven (7) years
from the date of grant or such shorter term as may be provided in the
Award Agreement. Moreover, in the case of an Incentive Stock
Option granted to a Participant who, at the time the Option is granted,
owns stock representing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or any Parent or
Subsidiary, the term of the Incentive Stock Option shall be five (5) years
from the date of grant or such shorter term as may be provided in the
Award Agreement.
|
|
3.4
|
Option Exercise Price
and Consideration.
|
|
(A)
|
Exercise
Price. The per Share exercise price for the Shares to be
issued pursuant to exercise of an Option shall be determined by the
Administrator, subject to the
following:
|
|
(i)
|
In
the case of an Incentive Stock
Option
|
|
(1)
|
granted
to an Employee who, at the time the Incentive Stock Option is granted,
owns stock representing more than ten percent (10%) of the voting power of
all classes of stock of the Company or any Parent or Subsidiary, the per
Share exercise price shall be no less than 110% of the Fair Market Value
per Share on the date of grant.
|
|
(2)
|
granted
to any Employee other than an Employee described in Section 3.4(A)(i)(1),
the per Share exercise price shall be no less than 100% of the Fair Market
Value per Share on the date of
grant.
|
|
(ii)
|
In
the case of a Nonstatutory Stock Option, the per Share exercise price
shall be no less than 100% of the Fair Market Value per Share on the date
of grant.
|
|
3.5
|
Waiting Period and
Exercise Dates. At the time an Option is granted, the
Administrator shall fix the period within which the Option may be
exercised and shall determine any conditions that must be satisfied
before the Option may be exercised.
|
|
3.6
|
Form of
Consideration. The Administrator shall determine the
acceptable form of consideration for exercising an Option, including the
method of payment. In the case of an Incentive Stock Option,
the Administrator shall determine the acceptable form of consideration at
the time of grant. Such consideration may consist, subject to
Applicable Laws, entirely of:
|
|
(A)
|
cash;
|
|
(B)
|
check;
|
|
(C)
|
other
Shares, including reservation by the Company of Shares issuable to the
Participant upon exercise of an Option, which have a Fair Market Value on
the date of surrender or reservation equal to the aggregate exercise price
of the Shares as to which such Option shall be
exercised;
|
|
(D)
|
consideration
received by the Company under a cashless exercise program implemented by
the Company in connection with the
Plan;
|
|
(E)
|
a
reduction in the amount of any Company liability to the Participant,
including any liability attributable to the Participant’s participation in
any Company sponsored deferred compensation program or
arrangement;
|
|
(F)
|
any
combination of the foregoing methods of payment;
or
|
|
(G)
|
such
other consideration and method of payment for the issuance of Shares to
the extent permitted by Applicable Laws; provided, however, that the
issuance of a promissory note will not be a permissible form of
consideration under the Plan.
|
|
3.7
|
Exercise of
Option.
|
|
(A)
|
Procedure for
Exercise; Rights as a Stockholder. Any Option granted
hereunder shall be exercisable according to the terms of the Plan and at
such times and under such conditions as determined by the Administrator
and set forth in the Award Agreement. An Option may not be
exercised for a fraction of a
Share.
|
|
(i)
|
An
Option shall be deemed exercised when the Company receives:
(x) written or electronic notice of exercise (in accordance with the
Award Agreement) from the person entitled to exercise the Option, and (y)
full payment for the Shares with respect to which the Option is exercised
(together with applicable withholding taxes). Full payment may
consist of any consideration and method of payment authorized by the
Administrator and permitted by the Award Agreement and the
Plan. Shares issued upon exercise of an Option shall be issued
in the name of the Participant or, if requested by the Participant, in the
name of the Participant and his or her spouse. Until the Shares
are issued (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company), no right
to vote or receive dividends or any other rights as a stockholder shall
exist with respect to the Optioned Stock, notwithstanding the exercise of
the Option. The Company shall issue (or cause to be issued)
such Shares promptly after the Option is exercised. No
adjustment will be made for a dividend or other right for which the record
date is prior to the date the Shares are issued, except as provided in
Section 8.4.
|
|
(ii)
|
Exercising
an Option in any manner shall decrease the number of Shares thereafter
available, both for purposes of the Plan and for sale under the Option, by
the number of Shares as to which the Option is
exercised.
|
|
(B)
|
Termination of
Relationship as a Service Provider. If a Participant
ceases to be a Service Provider, other than upon the Participant’s death
or Disability, the Participant may exercise his or her Option within such
period of time as is specified in the Award Agreement to the extent that
the Option is vested on the date of termination (but in no event later
than the expiration of the term of such Option as set forth in the Award
Agreement). In the absence of a specified time in the Award
Agreement, the Option shall remain exercisable for ninety (90) days
following the Participant’s termination. If, on the date of
termination, the Participant is not vested as to his or her entire Option,
the Shares covered by the unvested portion of the Option shall revert to
the Plan. If, after termination, the Participant does not
exercise his or her Option within the time specified by the Administrator,
the Option shall terminate, and the Shares covered by such Option shall
revert to the Plan.
|
|
(C)
|
Disability of
Participant. If a Participant ceases to be a Service
Provider as a result of the Participant’s Disability, the Participant may
exercise his or her Option within such period of time as is specified in
the Award Agreement (of at least six (6) months) to the extent the Option
is vested on the date of termination (but in no event later than the
expiration of the term of such Option as set forth in the Award
Agreement). In the absence of a specified time in the Award
Agreement, the Option shall remain exercisable for twelve (12) months
following the Participant’s termination. If, on the date of
termination, the Participant is not vested as to his or her entire
Option, the Shares covered by the unvested portion of the Option shall
revert to the Plan. If, after termination, the Participant does
not exercise his or her Option within the time specified herein, the
Option shall terminate, and the Shares covered by such Option shall revert
to the Plan.
|
|
(D)
|
Death of
Participant. If a Participant dies while a Service
Provider, the Option may be exercised following the Participant’s death
within such period of time as is specified in the Award Agreement to the
extent that the Option is vested on the date of death (but in no event may
the option be exercised later than the expiration of the term of such
Option as set forth in the Award Agreement), by the Participant’s
designated beneficiary, provided such beneficiary has been designated
prior to the Participant’s death in a form acceptable to the
Administrator. If no such beneficiary has been designated by
the Participant, then such Option may be exercised by the personal
representative of the Participant’s estate or by the person(s) to whom the
Option is transferred pursuant to the Participant’s will or in accordance
with the laws of descent and distribution. In the absence of a
specified time in the Award Agreement, the Option shall remain exercisable
for twelve (12) months following the Participant’s death. If,
at the time of death, a Participant is not vested as to his or her entire
Option, the Shares covered by the unvested portion of the Option shall
immediately revert to the Plan. If the Option is not so
exercised within the time specified herein, the Option shall terminate,
and the Shares covered by such Option shall revert to the
Plan.
|
|
(E)
|
Retirement of
Participant. If a Participant ceases to be a Service
Provider as a result of his or her Retirement, the Participant may
exercise his or her Option within such period of time as is specified in
the Award Agreement, to the extent the Option is vested on the date of
Retirement (but in no event later than the expiration of the term of such
Option as set forth in the Option Agreement). In the absence of
a specified time in the Award Agreement, for Options granted on or after
July 21, 2004, the Option shall remain exercisable for twelve (12) months
following the Participant’s termination. If, on the date of
Retirement, the Participant is not vested as to his or her entire Option,
the Shares covered by the unvested portion of the Option shall revert to
the Plan. If, after his or her Retirement, the Participant does
not exercise his or her Option within the time specified herein, the
Option shall terminate, and the Shares covered by such Option shall revert
to the Plan.
|
SECTION
4.
|
RESTRICTED
STOCK AWARDS
|
|
4.1
|
Restricted Stock
Awards. Restricted Stock Awards may be issued either alone, in
addition to, or in tandem with other Awards granted under the Plan and/or
cash awards made outside of the Plan. After the Administrator
determines that it will offer Restricted Stock Awards under the Plan, it
shall advise the offeree in writing or electronically, by means of a
Notice of Grant, of the terms, conditions and restrictions related to the
offer, including the number of Shares that the offeree shall be entitled
to purchase, the price to be paid, and the time within which the offeree
must accept such offer. The offer shall be accepted by
execution of a Restricted Stock Award Agreement in the form determined by
the Administrator.
|
|
4.2
|
Term of Restricted
Stock Awards. The term of each Restricted Stock Award
shall be stated in the Restricted Stock Award Agreement. Shares
of Common Stock issued pursuant to a Restricted Stock Award may, in the
discretion of the Administrator, vest over the Participant’s period of
service or upon attainment of specified performance
objectives. Notwithstanding the foregoing, subject to Section
8.4(C), a Restricted Stock Award may not vest at a rate faster than one
year following the date of grant. If a Restricted Stock Award
is not
subject to achievement of performance goals then, subject to Section
8.4(C), such Award willfully vest over a period of at least three (3)
years from the date of grant.
|
|
4.3
|
Limitation on
Restricted Stock Award Grants. No Participant shall
receive Restricted Stock Awards in any Fiscal Year of the Company having
an aggregate initial value greater than
$1,000,000.
|
|
4.4
|
Repurchase
Option. Unless the Administrator determines otherwise,
the Restricted Stock Award Agreement shall grant the Company a right of
forfeiture or repurchase option exercisable upon the voluntary or
involuntary termination of the Participant’s service with the Company for
any reason (including death or Disability). The forfeiture
right or repurchase option shall lapse as the Restricted Stock Award
vests.
|
|
4.5
|
Other
Provisions. The Restricted Stock Award Agreement shall
contain such other terms, provisions and conditions not inconsistent with
the Plan as may be determined by the Administrator in its sole
discretion.
|
|
4.6
|
Rights as a
Stockholder. Once the Restricted Stock Award is
exercised, the Participant shall have the rights equivalent to those of a
stockholder, and shall be a stockholder when his or her purchase is
entered upon the records of the duly authorized transfer agent of the
Company. No adjustment will be made for a dividend or other
right for which the record date is prior to the date the Restricted Stock
Award is exercised, except as provided in Section
8.4.
|
|
4.7
|
Cancellation of
Restricted Stock Award. On the date set forth in the
Restricted Stock Award Agreement, all unearned or unvested Restricted
Stock shall be forfeited to the
Company.
|
|
4.8
|
Restricted Stock
Awards for Outside Directors. At each regularly
scheduled Annual Meeting of Stockholders of the Company, Outside Directors
who have continuously served in such capacity since the date six months
preceding the date of the Annual Meeting shall receive a grant of 2,000
shares of Restricted Stock (or to the extent determined by the
Administrator, Restricted Stock Units). The vesting of the
Restricted Stock Awards granted hereunder may not occur at a rate faster
than one year following the date of grant. If a Restricted
Stock Award is not subject to achievement of performance goals, then
subject to 8.4(C), such award will fully vest over a period of at least
three (3) years from the date of
grant.
|
SECTION
5.
|
STOCK
APPRECIATION RIGHTS
|
|
5.1
|
Stock Appreciation
Rights.
|
|
(A)
|
Grant of SARs. Subject to
the terms and conditions of the Plan, a SAR may be granted to Service
Providers at any time and from time to time as will be determined by the
Administrator, in its sole discretion.
|
|
(B)
|
Number of Shares. The
Administrator will have complete discretion to determine the number of
SARs granted to any Service Provider, provided that during any Fiscal
Year, no Participant will be granted SARs covering more than 500,000
Shares. Notwithstanding the foregoing limitation, in connection with a
Participant’s initial service as an Employee, an Employee may be granted
SARs covering up to an additional 500,000
Shares.
|
|
(C)
|
Exercise Price and Other Terms.
The Administrator will have complete discretion to determine the terms and
conditions of SARs granted under the Plan, subject to the provisions of
the Plan and the following limitations:
|
|
(i)
|
the term of an SAR may not exceed seven (7) years from the date of
grant;
|
|
(ii)
|
the exercise price of an SAR must be at least 100% of the Fair Market
Value per Share on the date of grant; and
|
|
(iii)
|
the maximum payment any Participant may be entitled to receive
pursuant to subsection (F) below shall not exceed 100% of the exercise
price of the underlying SAR.
|
(D)
|
SAR Agreement. Each SAR grant
will be evidenced by an Award Agreement that will specify the exercise
price, the term of the SAR, the conditions of exercise, and such other
terms and conditions as the Administrator, in its sole discretion, will
determine.
|
(E)
|
Expiration of SARs. An SAR
granted under the Plan will expire upon the date determined by the
Administrator, in its sole discretion, and set forth in the Award
Agreement; provided, that, the term of the SAR shall not exceed seven (7)
years. Notwithstanding the foregoing, the rules of Sections 3.7(B), (C),
and (D) also will apply to SARs.
|
(F)
|
Payment of SAR Amount. Subject
to the limitation set out in Section 5.1 (C)(iii) above, upon the exercise
of an SAR, a Participant will be entitled to receive payment from the
Company in an amount determined by
multiplying:
|
(i)
|
The difference between the Fair Market Value of a Share on the date
of exercise over the exercise price; times
|
(ii)
|
The number of Shares with respect to which the SAR is
exercised.
|
SECTION 6.
|
RESTRICTED STOCK
UNITS
|
6.1
|
Grant of Restricted Stock Units.
Restricted Stock Units may be granted to Service Providers at any time and
from time to time, as will be determined by the Administrator, in its sole
discretion. The Administrator will have complete discretion in determining
the number of Restricted Stock Units granted to each Participant, provided
that during any Fiscal Year no Participant will receive Restricted
Stock Units having an initial value greater than
$1,000,000.
|
6.2
|
Value of Restricted
Stock. Each Restricted Stock Unit will have an initial value that
is established by the Administrator on or before the date of
grant.
|
|
6.3
|
Vesting. Subject
to Section 8.4(C), a Restricted Stock Unit may not vest at a rate faster
than one year following the date of grant. If a Restricted
Stock Unit is not subject to achievement of performance goals then,
subject to Section 8.4(C), such award willfully vest over a period of at
least three (3) years from the date of
grant.
|
|
6.4
|
Performance Objectives and Other
Terms. The Administrator will set performance objectives
(including, without limitation, continued service) in its discretion
which, depending on the extent to which they are met, will determine the
number or value of Restricted Stock Units that will be paid out to the
Participants. Each Award of Restricted Stock Units will be
evidenced by an Award Agreement that will specify the Performance Period,
and such other terms and conditions as the Administrator, in its sole
discretion, will determine.
|
|
6.5
|
Earning of Restricted Stock
Units. After the applicable Performance Period has ended, the
holder of Restricted Stock Units will be entitled to receive a payout of
the number of Restricted Stock Units earned by the Participant over the
Performance Period, to be determined as a function of the extent to which
the corresponding performance objectives or other vesting provisions have
been achieved. After the grant of a Restricted Stock Unit, the
Administrator, in its sole discretion, may reduce or waive any performance
objectives or other vesting provisions for such Restricted Stock
Unit.
|
|
6.6
|
Form and Timing of Payment of
Restricted Stock Units. Payment of earned Restricted Stock Units
will be made as soon as practicable after the expiration of the applicable
Performance Period. The Administrator, in its sole discretion, may pay
earned Restricted Stock Units in the form of cash, in Shares (which have
an aggregate Fair Market Value equal to the value of the earned Restricted
Stock Units at the close of the applicable Performance Period) or in a
combination thereof.
|
|
6.7
|
Cancellation of Restricted Stock
Units. On the date set forth in the Award Agreement, all unearned
or unvested Restricted Stock Units will be forfeited to the Company, and
again will be available for grant under the
Plan.
|
SECTION
7.
|
PERFORMANCE
GOALS
|
|
Performance
Goals. The granting and/or vesting of Restricted Stock
Awards or Restricted Stock Units may be made subject to the attainment of
performance goals relating to one or more business criteria within the
meaning of Section 162(m) of the Code and may provide for a targeted level
or levels of achievement (“Performance
Goals”) including one or more of the following measures:
(a) Annual Revenue, (b) Cash Position, (c) Earnings Per
Share, (d) Individual Performance Objectives (e) Net Income,
(f) Operating Cash Flow, (g) Operating Income, (h) Return
on Assets, (i) Return on Equity, (j) Return on Sales, and
(k) Total Stockholder Return. Any Performance Goals may be
used to measure the performance of the Company as a whole or a business
unit of the Company and may be measured relative to a peer group or
index. The Performance Goals may differ from Participant to
Participant and from Award to Award. Any criteria used may be
(i) measured in absolute terms, (ii) compared to another company or
companies, (iii) measured against the performance of the Company as a
whole or a segment of the Company and/or (iv) measured on a pre-tax
or post-tax basis (if applicable). Prior to the Determination
Date, the Administrator will determine whether any significant element(s)
will be included in or excluded from the calculation of any Performance
Goal with respect to any
Participant.
|
SECTION
8.
|
GENERAL
PROVISIONS
|
|
8.1
|
Term of
Plan. Subject to Section 8.11, the Plan shall become
effective on September 24, 2003. It shall continue in
effect for a term of ten (10) years unless terminated earlier under
Section 8.6.
|
|
8.2
|
Transferability of
Awards. Unless determined otherwise by the
Administrator, an Award may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the
laws of descent or distribution and may be exercised, during the lifetime
of the Participant, only by the Participant. If the
Administrator, in its sole discretion, makes an Award transferable, such
Award may only be transferred (i) by will, (ii) by the laws of descent and
distribution, or (iii) to family members (as such term is defined in the
general instructions to Form S-8 under the Securities Act of 1933, or any
successor thereto) through gifts or domestic relations orders, as
permitted by the instructions to Form S-8 of the Securities Act of
1933.
|
|
8.3
|
Leaves of Absence. Unless the
Administrator provides otherwise, vesting of Awards granted hereunder will
not be suspended during any unpaid leave of absence. A Service Provider
will not cease to be an Employee in the case of (i)any leave of absence
approved by the Company or (ii)transfers between locations of the Company
or between the Company, its Parent, or any Subsidiary. For
purposes of Incentive Stock Options, no such leave may exceed ninety (90)
days, unless reemployment upon expiration of such leave is guaranteed by
statute or contract. If reemployment upon expiration of a leave of absence
approved by the Company is not so guaranteed, then three (3) months
following the 91st day of such leave any Incentive Stock Option held by
the Participant will cease to be treated as an Incentive Stock Option and
will be treated for tax purposes as a Nonstatutory Stock
Option.
|
|
8.4
|
Adjustments Upon
Changes in Capitalization, Merger or Change in
Control.
|
|
(A)
|
Changes in
Capitalization. Subject to any required action by the
stockholders of the Company, the number of Shares that have been
authorized for issuance under the Plan but as to which no Awards have yet
been granted or which have been returned to the Plan upon cancellation or
expiration of an Award, and the number of Shares as well as the price per
Share covered by each outstanding Award, and the numerical Share limits in
Sections 2, 3, 4, 5, and 6, shall be proportionately adjusted for any
change in, or increase or decrease in the number of issued Shares,
resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other change,
or increase or decrease in the number of issued Shares, effected without
receipt of consideration by the Company; provided, however, that
conversion of any convertible securities of the Company shall not be
deemed to have been “effected without receipt of
consideration.” The Board shall make such adjustment, whose
determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by
the Company of shares of stock of any class, or securities convertible
into shares of stock of any class, shall affect, and no adjustment by
reason thereof shall be made with respect to, the number or price of
Shares subject to an Award.
|
|
(B)
|
Dissolution or
Liquidation. In the event of the proposed dissolution or
liquidation of the Company, the Administrator shall notify each
Participant as soon as practicable prior to the effective date of such
proposed transaction. The Administrator in its discretion may
provide for the Participant to have the right to exercise his or her Award
prior to such transaction as to all of the Shares covered thereby,
including Shares as to which the Award would not otherwise be
exercisable. In addition, the Administrator may provide that
any Company repurchase option applicable to any Shares purchased upon
exercise of an Award shall lapse as to all such Shares, provided the
proposed dissolution or liquidation takes place at the time and in the
manner contemplated. To the extent it has not been previously
exercised, or earned, an Award will terminate immediately prior to the
consummation of such proposed
action.
|
|
(C)
|
Merger or Change in
Control.
|
|
(i)
|
Awards. In
the event of a merger of the Company with or into another corporation, or
a Change in Control, each outstanding Award shall be assumed or an
equivalent award substituted by the successor corporation or a Parent or
Subsidiary of the successor
corporation.
|
|
(1)
|
In the event that the successor corporation refuses to assume or
substitute for the Award, the Participant shall fully vest in and have the
right to exercise his or her Option, Restricted Stock Award, or Stock
Appreciation Right as to all of the Shares, including Shares as to which
it would not otherwise be vested or exercisable, and all restrictions on
Restricted Stock will lapse and all performance goals or other vesting
criteria with respect to Restricted Stock Units will be deemed achieved at
target levels and all other terms and conditions met. In
addition, if
an Option, Restricted Stock Award, or Stock Appreciation Right becomes
fully vested and exercisable in lieu of assumption or substitution in the
event of a merger or Change in Control, the Administrator shall notify the
Participant in writing or electronically that the Option, Restricted Stock
Award, or Stock Appreciation Right shall be fully vested and exercisable
for a period of not less than fifteen (15) days from the date of such
notice, and the Option, Restricted Stock Award, or Stock Appreciation
Right shall terminate upon the expiration of such
period.
|
|
(2)
|
For
the purposes of this Section 8.4(C)(i), an Award shall be considered
assumed if, following the merger or Change in Control, the Award confers
the right to purchase or receive, for each Share subject to the Award
immediately prior to the merger or Change in Control (and in the case of
Restricted Stock Units, for each implied Share determined by dividing the
value of the Restricted Stock Unit by the per Share consideration received
by holders of Common Stock in the merger or Change in Control), an amount
of consideration (whether stock, cash, or other securities or property)
equal to the fair market value of the consideration received in the merger
or Change in Control by holders of Common Stock for each Share held on the
effective date of the transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a
majority of the outstanding Shares); provided, however, that if such
consideration received in the merger or Change in Control is not solely
common stock of the successor corporation or its Parent, the Administrator
may, with the consent of the successor corporation, provide for the
consideration to be received upon the exercise of the Option, Restricted
Stock Award, or Stock Appreciation Right, for each Share subject to such
Award (or in the case of Restricted Stock Units, the number of implied
shares determined by dividing the value of the Restricted Stock Units by
the per Share consideration received by holders of Common Stock in the
merger or Change in Control), to be solely common stock of the successor
corporation or its Parent equal in fair market value to the per Share
consideration received by holders of Common Stock in the merger or Change
in Control.
|
|
(3)
|
Notwithstanding
anything in Section 8.4(C)(i)(2) to the contrary, an Award that vests, is
earned or paid-out upon the satisfaction of one or more performance goals
will not be considered assumed if the Company or its successor modifies
any of such performance goals without the Participant’s consent; provided,
however, a modification to such performance goals only to reflect the
successor corporation’s post-merger or post-asset sale corporate structure
will not be deemed to invalidate an otherwise valid Award
assumption.
|
|
(D)
|
Outside Director
Option and Restricted Stock Grants. Notwithstanding
anything in Section 8.4(C)(i) to the contrary, in the event of a merger of
the Company with or into another corporation, or a Change in Control, in
which an Outside Director is terminated or asked to resign, Options
granted to such Outside Director under Section 3.2, and Restricted Stock
Awards granted to such Outside Director under Section 4.8, shall vest 100%
immediately prior to such merger or Change in Control. In the
event of a merger or Change in Control in which an Outside Director is not
terminated or asked to resign, such Outside Director’s Options granted
under Section 3.2 and Restricted Stock Awards granted under Section 4.8
shall be treated under the terms of Section
8.4(C)(i).
|
|
8.5
|
Date of
Grant. The date of grant of an Award shall be, for all
purposes, the date on which the Administrator makes the determination
granting such Award or such other later date as is determined by the
Administrator. Notice of the determination shall be provided to
each Participant within a reasonable time after the date of such
grant.
|
|
8.6
|
Amendment and
Termination of the Plan.
|
|
(A)
|
Amendment and
Termination. The Board may at any time amend, alter,
suspend or terminate the Plan.
|
|
(B)
|
Stockholder
Approval. The Company shall obtain stockholder approval
of any Plan amendment to the extent necessary and desirable to comply with
Applicable Laws. Additionally, notwithstanding anything in the
Plan to the contrary, the Board may not, without the approval of the
Company’s stockholders:
|
|
(i)
|
materially
increase the number of shares of Common Stock issuable under the Plan,
except for permissible adjustments in the event of certain changes in the
Company’s capitalization as set forth in
Section 8.4(A);
|
|
(ii)
|
materially
modify the requirements for eligibility to participate in the Plan,
or
|
|
(iii)
|
reprice
Options issued under the Plan by lowering the exercise price of a
previously granted Award, by canceling outstanding Options and issuing
replacements, or by otherwise replacing existing Options with substitute
Options with a lower exercise
price.
|
|
(C)
|
Effect of Amendment or
Termination. No amendment, alteration, suspension or
termination of the Plan shall impair the rights of any Participant, unless
mutually agreed otherwise between the Participant and the Administrator,
which agreement must be in writing and signed by the Participant and the
Company. Termination of the Plan shall not affect the
Administrator’s ability to exercise the powers granted to it hereunder
with respect to Awards granted under the Plan prior to the date of such
termination.
|
|
8.7
|
Conditions Upon
Issuance of Shares.
|
|
(A)
|
Legal
Compliance. Shares shall not be issued pursuant to the
exercise of an Award unless the exercise of such Award and the issuance
and delivery of such Shares shall comply with Applicable Laws and shall be
further subject to the approval of counsel for the Company with respect to
such compliance.
|
|
(B)
|
Investment
Representations. As a condition to the exercise of an
Award, the Company may require the person exercising such Award to
represent and warrant at the time of any such exercise that the Shares are
being purchased only for investment and without any present intention to
sell or distribute such Shares if, in the opinion of counsel for the
Company, such a representation is
required.
|
|
8.8
|
Inability to Obtain
Authority. The inability of the Company to obtain
authority from any regulatory body having jurisdiction, which authority is
deemed by the Company’s counsel to be necessary to the lawful issuance and
sale of any Shares hereunder, shall relieve the Company of any liability
in respect of the failure to issue or sell such Shares as to which such
requisite authority shall not have been
obtained.
|
|
8.9
|
Reservation of
Shares. The Company, during the term of this Plan, will
at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the
Plan.
|
|
8.10
|
Participant’s
Relationship with Company. Neither the Plan nor any
Award shall confer upon the Participant any right with respect to
continuing the Participant’s relationship as a Service Provider with the
Company, nor shall they interfere in any way with the Participant’s right
or the Company’s right to terminate such relationship at any time, with or
without cause.
|
|
8.11
|
Stockholder
Approval. The Plan shall be subject to approval by the
stockholders of the Company within twelve (12) months after the date the
Plan is adopted. Such stockholder approval shall be obtained in
the manner and to the degree required under Applicable
Laws.
|
Appendix E-1 |
Radford Executive Compensation Survey |
Company
Name
|
2WIRE
|
3COM
|
ACTIVANT
SOLUTIONS
|
ADAPTEC
|
ADVANCED
ENERGY INDUSTRIES
|
AFFYMETRIX
|
AKAMAI
TECHNOLOGIES
|
ALIGN
TECHNOLOGY
|
ALLEGRO
MICROSYSTEMS
|
AMCC
|
AQUANTIVE
|
ARGON
ST
|
ARIBA
|
ARTHROCARE
|
ASPECT
SOFTWARE
|
ASYST
TECHNOLOGIES
|
ATHEROS
COMMUNICATIONS
|
AVID
TECHNOLOGY
|
AXCELIS
TECHNOLOGIES
|
BAE
SYSTEMS INFORMATION TECHNOLOGY
|
BAE
SYSTEMS- NATIONAL SECURITY SOLUTIONS
|
BORLAND
SOFTWARE
|
BOWE
BELL & HOWELL
|
BROCADE
COMMUNICATIONS SYSTEMS
|
BROOKS
AUTOMATION
|
CABOT
MICROELECTRONICS
|
CARL
ZEISS MEDITEC
|
CELERITY
|
CHECKFREE
|
CNET
NETWORKS
|
COGNEX
|
COGNOS
|
COHERENT
|
CORBIS
|
COVAD
COMMUNICATIONS
|
CRAY
|
CREDENCE
SYSTEMS
|
CREE
|
CSG
SYSTEMS
|
CUBIC
CORPORATION
|
CYMER
|
DENDRITE
INTERNATIONAL
|
DIGITAL
INSIGHT
|
DIGITAL
RIVER
|
DOLBY
LABORATORIES
|
DOT
HILL SYSTEMS
|
DRESSER
WAYNE
|
ECLIPSYS
USA
|
ELECTRO
SCIENTIFIC INDUSTRIES
|
EMS
TECHNOLOGIES
|
EMULEX
|
ENTERASYS
NETWORKS
|
EPICOR
SOFTWARE
|
EPRI
|
EQUINIX
|
EXTREME
NETWORKS
|
F5
NETWORKS
|
FEI
COMPANY
|
FIRST
FRANKLIN FINANCIAL
|
FLIR
SYSTEMS
|
FORMFACTOR
|
FOUNDRY
NETWORKS
|
GENERAL
ATOMICS
|
GENESIS
MICROCHIP
|
GLENAYRE
ELECTRONICS
|
GSI
GROUP
|
HARMONIC
|
HARRIS
STRATEX NETWORKS
|
HITACHI
HIGH TECHNOLOGIES AMERICA
|
HOWARD
HUGHES MEDICAL
|
HUTCHINSON
TECHNOLOGY
|
HYPERION
SOLUTIONS
|
I2
TECHNOLOGIES
|
ICF
INTERNATIONAL
|
INFOCUS
|
INFORMATICA
|
INFOSPACE
|
INTERMEC
|
INTERSIL
|
INTER-TEL
|
INTUITIVE
SURGICAL
|
IOMEGA
|
ITG
|
ITRON
|
KOMAG
|
KRONOS
|
KYPHON
|
LATTICE
SEMICONDUCTOR
|
LAWSON
SOFTWARE
|
MACROVISION
|
MATTSON
TECHNOLOGY
|
MCAFEE
|
MENTOR
GRAPHICS
|
MICREL
SEMICONDUCTOR
|
MICROSEMI
|
MIDWEST
RESEARCH INSTITUTE
|
MISYS
HEALTHCARE SYSTEMS
|
MITSUBISHI
DIGITAL ELECTRONICS AMERICA
|
MONSTER
CABLE PRODUCTS
|
MOVE.COM
|
MSC.SOFTWARE
|
NATIONAL
INSTRUMENTS
|
NAVTEQ
|
NEC
ELECTRONICS AMERICA
|
NETFLIX
|
NEWPORT
|
NIKON
PRECISION
|
OKI
DATA
|
OMNIVISION
TECHNOLOGIES
|
OPEN
SOLUTIONS
|
OPENWAVE
|
ORBITAL
SCIENCES
|
PANDUIT
|
PHILIPS
LUMILEDS LIGHTING COMPANY
|
PHOTRONICS
|
PLANAR
SYSTEMS
|
PLANTRONICS
|
PMC-SIERRA
|
POLYCOM
|
POWERWAVE
TECHNOLOGIES
|
PROGRESS
SOFTWARE
|
PROVIDE
COMMERCE
|
PSC
|
QAD
|
QLOGIC
|
QUANTUM
|
QUEST
SOFTWARE
|
RADISYS
|
RAND
|
RCN
|
REALNETWORKS
|
RED
HAT
|
RENESAS
TECHNOLOGY AMERICA
|
RESMED
|
RF
MICRO DEVICES
|
SEH
AMERICA
|
SEMTECH
|
SENSUS
METERING SYSTEMS
|
SERENA
SOFTWARE
|
SILICON
IMAGE
|
SILICON
LABORATORIES
|
SILICON
STORAGE TECHNOLOGY
|
SILTRONIC
CORPORATION
|
SKILLSOFT
|
SKYWORKS
SOLUTIONS
|
SOLIDWORKS
|
SPACE
SYSTEMS/LORAL
|
SPIRENT
COMMUNICATIONS
|
SPSS
|
SRI
INTERNATIONAL
|
STANDARD
MICROSYSTEMS
|
STRATUS
TECHNOLOGIES
|
SUMCO
USA PHOENIX
|
SVB
FINANCIAL GROUP
|
SYBASE
|
SYNIVERSE
TECHNOLOGIES
|
TDK
ELECTRONICS
|
TEKELEC
|
THE
MATHWORKS
|
THE
MITRE CORPORATION
|
THQ
|
TIBCO
SOFTWARE
|
TOKYO
ELECTRON US HOLDINGS
|
TOPPAN
PHOTOMASKS
|
TOSHIBA
AMERICA BUSINESS SOLUTIONS
|
TOSHIBA
AMERICA MEDICAL SYSTEM
|
TREND
MICRO
|
TRIMBLE
NAVIGATION
|
TRIQUINT
SEMICONDUCTOR
|
TRUEPOSITION
|
UBISOFT
|
UNITED
ONLINE
|
VARIAN
SEMICONDUCTOR EQUIPMENT
|
VEECO
INSTRUMENTS
|
VERIFONE
|
VIASAT
|
VISHAY-
SILICONIX
|
VMWARE
|
VONAGE
|
WEBEX
|
WEBMETHODS
|
WELCH
ALLYN
|
WIND
RIVER SYSTEMS
|
WMS
GAMING
|
XEROX
INTERNATIONAL PARTNERS
|
ZEBRA
TECHNOLOGIES
|
ZORAN
|
Appendix E-2 |
Mercer’s
US Benchmark Database
|
2007
US Mercer Benchmark Database (Jul) – 500M- 1.5B
|
|
Survey
Participants
|
A.
T. Kearney, Inc.
|
ABM
Industries, Inc. - Facilities Mgmt Group
|
ADESA,
Inc.
|
ADVO,
Inc.
|
APL
Limited - APL Logistics
|
AREVA
NP, Inc.
|
Acco
Brands, Inc. - Global Document Finishing
|
Alabama
Gas Corporation
|
Aleris
International, Inc. - Aluminum Recycling
|
Aleris
International, Inc. - Zinc
|
Alliance
Data Systems - Retail
|
Alliance
Data Systems - Transaction Services
|
Alliance
Data Systems - WFCB
|
Alliant
Techsystems - Ammunition Systems Group
|
Alliant
Techsystems - Launch Systems Group
|
Alliant
Techsystems - Mission Systems Group
|
AmeriPride
Services, Inc.
|
American
Signature, Inc.
|
American
Standard Companies, Inc. - Bath & Kitchen Americas
|
AmerisourceBergen
Corporation - PMSI
|
Ameristar
Casinos, Inc.
|
Anheuser-Busch
Companies, Inc. - Anheuser-Busch International, Inc.
|
Anheuser-Busch
Companies, Inc. - Busch Entertainment Corporation
|
Anheuser-Busch
Companies, Inc. - Wholesale Operations Division
|
Applebee's
International, Inc.
|
Archer
Daniels Midland Company - Cocoa
|
Archstone
Smith
|
Argonne
National Laboratory
|
Armstrong
World Industries - ABP
|
Automatic
Data Processing (ADP) - Dealer Services
|
AvalonBay
Communities, Inc.
|
Aviall,
Inc.
|
Barr
Pharmaceutical
|
Barr
Pharmaceutical - Barr Laboratories
|
Bausch
& Lomb, Inc. - US Americas
|
Bechtel
Plant Machinery, Inc.
|
Belkin
International, Inc.
|
Belo
Corporation
|
Boise
Cascade, LLC - Packaging and Newsprint
|
Boise
Cascade, LLC - Wood Products
|
Bookspan
|
Boston
Scientific Corporation - Endosurgery
|
Bovis
Lend Lease - New York
|
Brady
Corporation
|
Brown
Shoe Company, Inc. - Famous Footwear
|
CDM,
Inc.
|
CEVA
Logistics
|
CGGVeritas
|
CGI
Technologies and Solutions, Inc.
|
CHS,
Inc. - Oil Seed Processing
|
CHS,
Inc. - Propane Division
|
CIBA
Vision Corporation
|
Cable
One, Inc.
|
Cablevision
- Madison Square Garden/Radio City Entertainment
|
California
Pizza Kitchen
|
Callaway
Golf Company
|
Cargill,
Inc. - CTS
|
Cargill,
Inc. - G&O AMG
|
Cargill,
Inc. - Industrial Starches
|
Cargill,
Inc. - Salt
|
Casino
Arizona
|
CheckFree
Corporation
|
CheckFree
Corporation - CheckFree Electronic Commerce
|
Chicago
Mercantile Exchange, Inc.
|
Chicago
Transit Authority
|
Chipotle
Mexican Grill
|
Chiquita
Brands International, Inc. - Fresh Express
|
Church
& Dwight - Domestic
|
Church
& Dwight - Laundry
|
Cleco
Corporation
|
Coca-Cola
Bottling Company Consolidated
|
Colgate
Palmolive Company - Hill's Domestic
|
Colgate
Palmolive Company - Hill's International
|
Colgate
Palmolive Company - Home Care
|
Colgate
Palmolive Company - Oral Care
|
Colgate
Palmolive Company - Personal Care
|
Colorado
Springs Utilities
|
CompuCom
Systems, Inc.
|
Compuware
Corporation
|
Corn
Products - South America - Division
|
Corning,
Inc. - Environmental Technologies
|
Corrections
Corporation of America
|
Cox
Enterprises, Inc. - Cox Broadcasting
|
Cox
Enterprises, Inc. - Cox Newspapers
|
Crate
and Barrel
|
Crowley
Maritime Corporation
|
Crowley
Maritime Corporation - Petroleum Services
|
Crown
Castle International Corporation
|
Cubic
Corporation
|
Cubic
Corporation - Cubic Defense Applications, Inc.
|
Cummins,
Inc - Cummins Filtration
|
Cummins,
Inc. - Distribution Business
|
DLA
Piper US, LLP
|
DSW,
Inc.
|
Daiichi
Sankyo, Inc.
|
Danaher
Motion
|
Dassault
Falcon Jet Corporation
|
Del
Monte Foods Company - Pet Products
|
Diebold,
Inc. - Diebold International
|
Dobson
Communications Corporation
|
Donaldson
Company, Inc. - Engine Products
|
Donaldson
Company, Inc. - Industrial Products
|
Dress
Barn, Inc.
|
Drummond
Company, Inc.
|
Duke
Realty Corporation
|
Duquesne
Light Company
|
ENSCO
International, Inc. - North & South America Business
Unit
|
East
Kentucky Power Cooperative
|
Edwards
Lifesciences, LLC
|
Energizer
- Schick-Wilkinson Sword
|
Enodis
plc
|
Enodis
plc - Foodservice North America
|
Enodis
plc - North America (Global Operations Center)
|
Erickson
Retirement Communities
|
Federated
Department Stores - Macy's Northwest
|
Fellowes,
Inc.
|
First
Marblehead Corporation
|
FirstEnergy
Corporation - Metropolitan Edison (MET-ED)
|
FirstEnergy
Corporation - Pennsylvania Electric Co. (PENELEC)
|
FirstEnergy
Corporation - Toledo Edison
|
Fiskars
Brands, Inc.
|
Fleetwood
Enterprises, Inc. - Housing Group
|
Flint
Group - North America
|
Flowserve
Corporation - Flow Control
|
Foley
& Lardner LLP
|
Forest
City Enterprises
|
Fortune
Brands, Inc. - Acushnet Company
|
Fortune
Brands, Inc. - Moen, Inc.
|
Fortune
Brands, Inc. - Therma-Tru
|
Fossil
Partners LP
|
Freedom
Communications, Inc.
|
Freedom
Communications, Inc. - The Community Newspaper Division
|
Freeport
McMoRan Copper and Gold, Inc. - Phelps Dodge International
Corporation
|
Friendly
Ice Cream Corporation
|
G&K
Services, Inc.
|
GATX
Corporation - GATX Rail
|
Galtfelter
|
Gambro,
Inc.
|
Gartner,
Inc.
|
GenCorp,
Inc.
|
GenCorp,
Inc. - Aerojet General Corporation
|
General
Nutrition, Inc.
|
Givaudan
- United States
|
GlaxoSmithKline
Consumer Healthcare
|
Global
Payments, Inc.
|
Goodrich
Corporation - Electronic Systems
|
Graco,
Inc.
|
Great
Plains Energy - Kansas City Power & Light
|
Greyhound
Lines, Inc.
|
Guess,
Inc.
|
H.
J. Heinz Company - FS KC&S
|
H.
J. Heinz Company - Frozen Meals and Snacks
|
H.
J. Heinz Company - Frozen Snacks
|
H.
J. Heinz Company - Heinz KC&S
|
H.
J. Heinz Company - LA/Pacific/ROW
|
H.
J. Heinz Company - Ore-Ida Brands
|
H.
J. Heinz Company - Winter Brands & Potatoes
|
HNI
Corporation - Allsteel
|
HNI
Corporation - HON Company
|
HNI
Corporation - Hearth & Home Technologies
|
HNTB
Companies
|
Helmerich
& Payne, Inc.
|
Hilti,
Inc.
|
Hines
Interests, LLP
|
Hollister,
Inc.
|
Houghton
Mifflin Company
|
Howard
Hughes Medical Institute
|
Huttig
Building Products, Inc.
|
Hydril
Company, LP
|
IDACORP,
Inc.
|
ISO,
Inc.
|
Information
Handling Services (IHS)
|
InterContinental
Hotels Group Corporate Office
|
Invensys
Controls
|
Isuzu
Motors America, Inc.
|
J.R.
Simplot Company - Agribusiness Group
|
James
Hardie Building Products
|
Jockey
International, Inc.
|
John
Wiley & Sons, Inc.
|
Jostens,
Inc.
|
Joy
Mining Machinery
|
K.
Hovnanian Companies - Chantilly Division
|
K.
Hovnanian Companies - Edison Division
|
K.
Hovnanian Companies - Irvine Division
|
K.
Hovnanian Companies - Ontario Division
|
KRATON
Polymers US, LLC
|
Kaman
Industrial Technologies
|
Keane,
Inc.
|
Kentucky
Lottery Corporation
|
Kerry,
Inc.
|
Keystone
Automotive Industries, Inc.
|
Kimberly-Clark
Corporation - Healthcare Group
|
Knolls
Atomic Power Laboratory
|
Knoxville
Utilities Board
|
Kohler
Company - Global Faucets
|
Kohler
Company - Power Systems Business
|
Kone,
Inc. (USK)
|
L.L.
Bean, Inc.
|
LaGarde,
Incorporated
|
Lawson
Products, Inc.
|
LeasePlan
U.S.A.
|
Lifetouch,
Inc.
|
Limited
Brands, Inc. - Limited Stores
|
Loews
Corporation - Loews Hotels
|
Lower
Colorado River Authority
|
MDU
Resources Group, Inc. - Construction Services Group
|
MDU
Resources Group, Inc. - Montana Dakota Utilities
|
MDU
Resources Group, Inc. - WBI Holdings, Inc.
|
MSC
Industrial Direct
|
Magellan
Midstream Holdings, LP
|
Magellan
Midstream Holdings, LP - Transportation
|
Magna
Donnelly Corporation
|
Maritz,
Inc.
|
Maritz,
Inc. - Maritz Travel Company
|
Matson
Navigation Company
|
Mattel,
Inc. - Fisher Price
|
Matthews
International Corporation
|
MeadWestvaco
- Consumer & Office
|
Media
General
|
Messier-Bugatti
USA
|
Metavante
Corporation - Enterprise Solutions
Group
|
Metavante
Corporation - Payment Solutions Group
|
Midwest
Airlines, Inc.
|
Mine
Safety Appliances Company
|
Mitsui
& Company U.S.A., Inc. - Mitsui Steel, Inc.
|
Mohegan
Sun
|
Molex
- Commercial Products Division
|
Morgan,
Lewis & Bockius, LLP
|
Morrison
& Foerster, LLP
|
NASD
|
NCH
Corporation
|
Nautilus,
Inc.
|
Newly
Weds Foods
|
Noble
Corporation - Noble Drilling Services, Inc.
|
Novartis
US - Novartis Consumer Health (OTC) - NA
|
O-I
Plastics
|
ONEOK,
Inc. - Kansas Gas Services Division
|
ONEOK,
Inc. - Oklahoma Natural Gas Division
|
Ocean
Spray Cranberries, Inc.
|
Old
Dominion Electric Cooperative
|
Orbital
Sciences
|
Oriental
Trading Company, Inc.
|
Orrick,
Herrington & Sutcliffe, LLP
|
Owens
Corning - Siding Solutions
|
PACCAR
- Parts
|
PPD,
Inc.
|
Pacific
Northwest National Laboratory
|
Pactiv
Corporation - Consumer
|
Pactiv
Corporation - Foodservice/Food Packaging
|
Panduit
Corporation
|
Papa
John's International, Inc.
|
Parsons
Corporation - Commercial Technology Group
|
Parsons
Corporation - Infrastructure & Technology Group
|
Parsons
Corporation - Transportation Group
|
Pernod
Ricard USA
|
Pharmavite,
LLC
|
Phillips-Van
Heusen Corporation - PVH Sportswear
|
Playtex
Products, Inc.
|
Powerwave
Technologies, Inc.
|
Public
Service Enterprise Group, Inc. - PSEG Energy Holdings,
LLC
|
Questar
Corporation - Questar Gas
|
RSM
McGladrey
|
Recreational
Equipment, Inc.
|
Rio
Tinto plc - Energy
|
Rio
Tinto plc - Kennecott Energy
|
Robert
Bosch LLC - Aftermarket Division (AM)
|
Robert
Bosch LLC - Body Electrical/Electrical Division (AB)
|
Robert
Bosch LLC - Bosch Rexroth Corporation (BRNA)
|
Robert
Bosch LLC - Chassis Systems Control (AC)
|
Robert
Bosch LLC - Robert Bosch Tool
Corporation
|
Rockwell
Collins - Air Transport Systems
|
Rockwell
Collins - Business and Regional Systems
|
Ryland
Group, Inc. - Ryland North Region
|
Ryland
Group, Inc. - Ryland Texas Region
|
Ryland
Group, Inc. - Ryland West Region
|
S&C
Electric Company
|
SCANA
Corporation - PSNC Energy (Public Service Company of North Carolina,
Inc.)
|
Safety-Kleen
Systems, Inc.
|
Sauer-Danfoss
- Propel
|
Sidley
Austin, LLP
|
Sinclair
Broadcast Group, Inc.
|
Sirius
Satellite Radio
|
Smith
& Nephew, Inc. - Group Head Office (Corporate Satellite
Office)
|
Smith
& Nephew, Inc. - Reconstructive GBU
|
Smith
& Nephew, Inc. - Trauma & Clinical Therapies
|
Sodexho
USA - Division 4
|
Starwood
Vacation Ownership
|
SunCom
Wireless
|
Swedish
Match North America
|
Sykes
Enterprises, Inc.
|
Sysco
Food Services of Dallas, LP
|
TDS
Telecom
|
TeleTech
Holdings, Inc.
|
Temple-Inland
- Forest Products Corporation
|
Texas
Industries, Inc.
|
Textron,
Inc. - Fluid & Power
|
Textron,
Inc. - Kautex
|
Textron,
Inc. - Textron Systems
|
The
Dannon Company
|
The
Doe Run Company- Buick Resource Recycling
|
The
Finish Line, Inc.
|
The
Johns Hopkins University - Applied Physics Laboratory
|
The
MITRE Corporation
|
The
NORDAM Group
|
The
Sherwin-Williams Company - Consumer Group
|
The
Sherwin-Williams Company - Global Group, Auto Division
|
The
Sherwin-Williams Company - Paint Stores Group, Eastern
Division
|
The
Sherwin-Williams Company - Paint Stores Group, Midwestern
Division
|
The
Sherwin-Williams Company - Paint Stores Group, Southwestern
Division
|
The
Sundt Companies, Inc.
|
The
Taubman Company
|
The
Washington Post Newspaper
|
The
Williams Companies - E&P
|
The
Williams Companies - WGP
|
The
Yankee Candle Company, Inc.
|
Thomson
Corporation - Scientific
|
Thomson
Corporation - Scientific & Healthcare
|
Thomson
Corporation - Tax & Accounting
|
Time
Warner Cable - L.A. County Division
|
Time
Warner Cable - Northeast Ohio Division
|
Time
Warner Cable - Raleigh Division
|
Time
Warner Cable - Road Runner
|
Time
Warner Cable - Southwest Ohio Division
|
Time
Warner Cable - Syracuse Division
|
Time
Warner Cable - Wisconsin Division
|
Time
Warner Telecom, Inc.
|
Toshiba
America Business Solutions, Inc.
|
Toshiba
America Medical Systems, Inc.
|
TransUnion,
LLC
|
Tween
Brands, Inc.
|
UDR,
Inc.
|
US
Investigations Services
|
Underwriters
Laboratories, Inc.
|
UnitedHealth
Group - Ingenix
|
Viad
Corporation
|
Viad
Corporation - GES
|
Vinson
& Elkins, LLP
|
Vonage
Holdings Corporation
|
Vulcan
Materials Company - Mideast Division
|
Vulcan
Materials Company - Western Division
|
W-H
Energy Services, Inc.
|
W.
R. Grace - Grace Davison
|
W.
R. Grace - Grace Performance Chemicals
|
W.C.
Bradley Co.
|
Weil,
Gotshal & Manges, LLP
|
Wells'
Dairy, Inc.
|
Westinghouse
Electric Company - Nuclear Fuel Group
|
Westinghouse
Electric Company - Nuclear Services Group
|
Westinghouse
Savannah River Company
|
Westlake
Chemical Co. - Olefins
|
Westlake
Chemical Co. - Vinyls (Chemicals)
|
Williams-Sonoma,
Inc.- PB Kids
|
Wilmer
Cutler Pickering Hale & Dorr
|
Wolters
Kluwer, Inc.- Tax and Accounting
|
Wolters
Kluwer, Inc.- WK CFS & SS
|
Wolters
Kluwer, Inc.- WK Health Group
|
Wolters
Kluwer, Inc.- WKH Professional Education
|
World
Kitchen
|
Worldspan
|
Wyndham
Worldwide - Wyndham Hotels
|
XO
Communications, Inc.
|
YRC
Worldwide - Meridian IQ
|
Yum!
Brands, Inc. - Kentucky Fried Chicken
|
Yum!
Brands, Inc. - Pizza Hut
|
eBay,
Inc. - PayPal
|
eFunds
Corporation
|
iPCS,
Inc.
|
All
Industries
|
Tech
Hardware & Equipment
|
|||
$400M
- $1.6B Revenue
|
$400M
- $1.6B Revenue
|
|||
(n=482)
|
(n=26)
|
|||
Ticker
|
Company
|
Ticker
|
Company
|
|
TW
|
21st
Century Ins Group
|
ADCT
|
ADC
Telcom.
|
|
ACW
|
Accuride
Corp
|
ARXX
|
Aeroflex
Inc
|
|
ATU
|
Actuant
Corp.
|
ARRS
|
Arris
Group Inc
|
|
ADCT
|
ADC
Telcom.
|
AVX
|
Avx
Corp
|
|
ASF
|
Administaff
Inc
|
CKP
|
Checkpoint
Systems Inc
|
|
AEIS
|
Advanced
Energy Inds Inc
|
CTS
|
Cts
Corp
|
|
EYE
|
Advanced
Medical Optics Inc
|
ELX
|
Emulex
Corp
|
|
ADVNB
|
Advanta
Corp -Cl B
|
FLIR
|
Flir
Systems Inc
|
|
AEPI
|
Aep
Industries Inc
|
HTCH
|
Hutchinson
Technology Inc
|
|
ARXX
|
Aeroflex
Inc
|
IN
|
Unova
Inc.
|
|
ARO
|
Aeropostale
Inc
|
ITRI
|
Itron
Inc
|
|
AMG
|
Affiliated
Managers Grp Inc
|
KOMG
|
Komag
Inc
|
|
AKAM
|
Akamai
Technologies Inc
|
LFUS
|
Littelfuse
Inc
|
|
ALAB
|
Alabama
Natl Bancorporation
|
METH
|
Methode
Electronics -Cl A
|
|
ALG
|
Alamo
Group Inc
|
MTD
|
Mettler-Toledo
Intl Inc
|
|
ALFA
|
Alfa
Corp
|
MFLX
|
Multi-Fineline
Electron Inc
|
|
AIQ
|
Alliance
Imaging Inc
|
NATI
|
National
Instruments Corp
|
|
ARLP
|
Alliance
Resource Ptnrs -Lp
|
NEWP
|
Newport
Corp
|
|
ALO
|
Alpharma
Inc.
|
OSIS
|
Osi
Systems Inc
|
|
AMB
|
Amb
Property Corp
|
PLXS
|
Plexus
Corp
|
|
AMFI
|
Amcore
Financial Inc
|
PLCM
|
Polycom
Inc
|
|
AMED
|
Amedisys
Inc
|
QLGC
|
Qlogic
Corp
|
|
AEL
|
American
Eqty Invt Life Hldg
|
ROG
|
Rogers
Corp
|
|
ARII
|
American
Railcar Inds Inc
|
TNL
|
Technitrol
Inc
|
|
ARP
|
American
Reprographics Co
|
TRMB
|
Trimble
Navigation Ltd
|
|
AMWD
|
American
Woodmark Corp
|
ZBRA
|
Zebra
Technologies Cp -Cl A
|
|
AHS
|
Amn
Healthcare Services Inc
|
|||
AMSG
|
Amsurg
Corp
|
|||
APPB
|
Applebees
Int'l Inc.
|
|||
AHG
|
Apria
Healthcare Group Inc
|
|||
ASN
|
Archstone-Smith
Trust
|
|||
ACAT
|
Arctic
Cat Inc
|
|||
ARRS
|
Arris
Group Inc
|
|||
ASBC
|
Associated
Banc-Corp
|
|||
ASTE
|
Astec
Industries Inc
|
|||
AF
|
Astoria
Financial Corp
|
|||
AVB
|
Avalonbay
Communities Inc
|
|||
AVX
|
Avx
Corp
|
|||
BGS
|
B&G
Foods Inc
|
|||
BXS
|
Bancorpsouth
Inc
|
|||
B
|
Barnes
Group Inc
|
BRL
|
Barr
Pharmaceuticals Inc.
|
|||
BEAV
|
Be
Aerospace Inc
|
|||
BEBE
|
Bebe
Stores Inc
|
|||
BLC
|
Belo
Corp
|
|||
BIOS
|
Bioscrip
Inc
|
|||
BVF
|
Biovail
Corp.
|
|||
BLT
|
Blount
Intl Inc
|
|||
BMC
|
Bmc
Software Inc
|
|||
BOKF
|
Bok
Financial Corp
|
|||
BXP
|
Boston
Properties Inc
|
|||
BNE
|
Bowne
& Co Inc
|
|||
BDN
|
Brandywine
Realty Trust
|
|||
BRS
|
Bristow
Group Inc
|
|||
BRO
|
Brown
& Brown Inc
|
|||
BKI
|
Buckeye
Technologies Inc
|
|||
BKE
|
Buckle
Inc
|
|||
BUCY
|
Bucyrus
International Inc
|
|||
COG
|
Cabot
Oil & Gas Corp
|
|||
CDNS
|
Cadence
Design Systems Inc
|
|||
CALM
|
Cal-Maine
Foods Inc
|
|||
CPKI
|
California
Pizza Kitchen Inc
|
|||
ELY
|
Callaway
Golf
|
|||
CBM
|
Cambrex
Corp
|
|||
CPT
|
Camden
Property Trust
|
|||
CSAR
|
Caraustar
Industries Inc
|
|||
CKEC
|
Carmike
Cinemas Inc
|
|||
CRI
|
Carter's
Inc.
|
|||
CAE
|
Cascade
Corp
|
|||
CWST
|
Casella
Waste Systems Inc.
|
|||
CAS
|
Castle
(A M) & Co
|
|||
CMRG
|
Casual
Male Retail Grp Inc
|
|||
CATY
|
Cathay
General Bancorp
|
|||
CBL
|
Cbl
& Associates Pptys Inc
|
|||
CDI
|
Cdi
Corp
|
|||
CFK
|
Ce
Franklin Ltd
|
|||
CEC
|
Cec
Entertainment Inc
|
|||
CLDN
|
Celadon
Group Inc.
|
|||
CELG
|
Celgene
Corp
|
|||
CENX
|
Century
Aluminum Co
|
|||
CVO
|
Cenveo
Inc
|
|||
CEN
|
Ceridian
Corp
|
|||
CHG
|
Ch
Energy Group Inc
|
|||
CHB
|
Champion
Enterprises Inc
|
|||
CRL
|
Charles
River Labs Int'l
|
|||
CHIC
|
Charlotte
Russe Holding Inc
|
|||
CKFR
|
Checkfree
Corp
|
|||
CKP
|
Checkpoint
Systems Inc
|
|||
CAKE
|
Cheescake
Factory Inc.
|
|||
CHE
|
Chemed
Corp
|
CSK
|
Chesapeake
Corp
|
|||
CMG
|
Chipotle
Mexican Grill Inc
|
|||
CHZ
|
Chittenden
Corp
|
|||
CHH
|
Choice
Hotels Int'l Inc.
|
|||
CPS
|
Choicepoint
Inc
|
|||
CBK
|
Christopher
& Banks Corp
|
|||
CBR
|
Ciber
Inc
|
|||
XEC
|
Cimarex
Energy Co
|
|||
CIR
|
Circor
Intl Inc
|
|||
CDL
|
Citadel
Broadcasting Corp
|
|||
CYN
|
City
National Corp
|
|||
CKR
|
CKE
Restaurants Inc.
|
|||
CLC
|
Clarcor
Inc
|
|||
CNL
|
Cleco
Corp
|
|||
CMGI
|
Cmgi
Inc
|
|||
SUR
|
Cna
Surety Corp
|
|||
KCP
|
Cole
Kenneth Prod Inc -Cl A
|
|||
CMCO
|
Columbus
Mckinnon Corp
|
|||
CFS
|
Comforce
Corp
|
|||
CBSH
|
Commerce
Bancshares Inc
|
|||
CVGI
|
Commercial
Vehicle Group Inc
|
|||
CNMD
|
Conmed
Corp
|
|||
CNST
|
Constar
International Inc
|
|||
COO
|
Cooper
Companies Inc
|
|||
COCO
|
Corinthian
Colleges Inc
|
|||
CXW
|
Corrections
Corp Amer
|
|||
CVNS
|
Covansys
Corp
|
|||
CVTI
|
Covenant
Transportation Grp
|
|||
CCRN
|
Cross
Country Healthcare Inc
|
|||
CSS
|
Css
Industries Inc
|
|||
CTS
|
Cts
Corp
|
|||
CUB
|
Cubic
Corp
|
|||
CFR
|
Cullen/Frost
Bankers
|
|||
CW
|
Curtiss-Wright
Corp
|
|||
CY
|
Cypress
Semiconductor Corp
|
|||
CYTC
|
Cytyc
Corp
|
|||
DANKY
|
Danka
Business Sys Plc -Adr
|
|||
DAR
|
Darling
Intl Inc
|
|||
DFG
|
Delphi
Financial Group
|
|||
DLP
|
Delta
& Pine Land Co
|
|||
DENN
|
Dennys
Corp
|
|||
DDR
|
Developers
Diversified Rlty
|
|||
DV
|
Devry
Inc
|
|||
DMND
|
Diamond
Foods Inc
|
|||
DRH
|
Diamondrock
Hospitality Co
|
|||
DEIX
|
Directed
Electronics Inc
|
|||
DJO
|
Djo
Inc
|
|||
DLLR
|
Dollar
Financial Corp
|
|||
DPZ
|
Domino's
Pizza Inc
|
DRL
|
Doral
Financial Corp
|
|||
DEI
|
Douglas
Emmett Inc
|
|||
DSL
|
Downey
Financial Corp
|
|||
DRE
|
Duke
Realty Corp
|
|||
DNB
|
Dun
& Bradstreet Corp
|
|||
ELNK
|
Earthlink
Inc
|
|||
ECLP
|
Eclipsys
Corp
|
|||
EBHI
|
Eddie
Bauer Holdings Inc
|
|||
EDO
|
Edo
Corp
|
|||
EW
|
Edwards
Lifesciences Corp
|
|||
EFD
|
eFUNDS
Corp.
|
|||
EE
|
El
Paso Electric Co
|
|||
RDEN
|
Elizabeth
Arden Inc
|
|||
EMCI
|
Emc
Insurance Group Inc
|
|||
ESC
|
Emeritus
Corp
|
|||
EDE
|
Empire
District Electric Co
|
|||
ELX
|
Emulex
Corp
|
|||
ENDP
|
Endo
Pharma Holdings
|
|||
EFX
|
Equifax
Inc
|
|||
EQT
|
Equitable
Resources Inc
|
|||
ERIE
|
Erie
Indemnity Co.
|
|||
ESE
|
Esco
Technologies Inc
|
|||
ESL
|
Esterline
Technologies Corp
|
|||
EEFT
|
Euronet
Worldwide Inc
|
|||
EXE.A
|
Extendicare
Inc.
|
|||
FNB
|
F N
B Corp/Fl
|
|||
FIC
|
Fair
Isaac Corp
|
|||
FFG
|
FBL
Financial Group Inc.
|
|||
FRT
|
Federal
Realty Investment Tr
|
|||
FSS
|
Federal
Signal Corp
|
|||
FII
|
Federated
Investors Inc
|
|||
FINL
|
Finish
Line Inc -Cl A
|
|||
FADV
|
First
Advantage Corp
|
|||
FBP
|
First
Bancorp P R
|
|||
FCNCA
|
First
Citizens Bancsh -Cl A
|
|||
FR
|
First
Indl Realty Trust Inc
|
|||
FMBI
|
First
Midwest Bancorp Inc
|
|||
FNFG
|
First
Niagara Financial Grp
|
|||
FED
|
Firstfed
Financial Corp/Ca
|
|||
FMER
|
Firstmerit
Corp
|
|||
FVE
|
Five
Star Quality Care Inc
|
|||
FBC
|
Flagstar
Bancorp Inc
|
|||
FLIR
|
Flir
Systems Inc
|
|||
FRK
|
Florida
Rock Industries Inc
|
|||
FCE.A
|
Forest
City Enterprises
|
|||
FST
|
Forest
Oil Corp
|
|||
RAIL
|
Freightcar
America Inc
|
|||
FRNT
|
Frontier
Airlines Holdings
|
|||
FCN
|
Fti
Consulting Inc
|
FUL
|
Fuller
Co
|
|||
FULT
|
Fulton
Financial Corp
|
|||
GKSR
|
G&K
Services Inc -Cl A
|
|||
GEHL
|
Gehl
Co
|
|||
GMST
|
Gemstar-TV
Guide Int'l Inc.
|
|||
GETI
|
Gentek
Inc
|
|||
GTIV
|
Gentiva
Health Services Inc
|
|||
GVHR
|
Gevity
Hr Inc
|
|||
GLT
|
Glatfelter
|
|||
GLBL
|
Global
Industries Ltd
|
|||
GFR
|
Great
American Fin. Resources
|
|||
GBX
|
Greenbrier
Companies Inc
|
|||
GBE
|
Grubb
& Ellis Co
|
|||
0252B
|
Gsi
Group Inc /De
|
|||
GES
|
Guess
Inc
|
|||
GYMB
|
Gymboree
Corp
|
|||
HAE
|
Haemonetics
Corp
|
|||
HAIN
|
Hain
Celestial Group
|
|||
HBHC
|
Hancock
Holding Co
|
|||
HGR
|
Hanger
Orthopedic Grp
|
|||
HANS
|
Hansen
Natural Corp
|
|||
HGIC
|
Harleysville
Group Inc
|
|||
HHS
|
Harte
Hanks Inc.
|
|||
HA
|
Hawaiian
Holdings Inc
|
|||
HAYN
|
Haynes
International Inc
|
|||
HW
|
Headwaters
Inc
|
|||
HS
|
Healthspring
Inc
|
|||
HWAY
|
Healthways
Inc
|
|||
HTLD
|
Heartland
Express Inc
|
|||
HPY
|
Heartland
Payment Systems
|
|||
HELE
|
Helen
Of Troy Corp Ltd
|
|||
HLX
|
Helix
Energy Solutions Group
|
|||
JKHY
|
Henry
(Jack) & Associates
|
|||
HXL
|
Hexcel
Corp
|
|||
HIH
|
Highland
Hospitality Corp
|
|||
HRH
|
Hilb
Rogal & Hobbs Co
|
|||
HOLX
|
Hologic
Inc
|
|||
HME
|
Home
Properties Inc
|
|||
HMN
|
Horace
Mann Educators Corp
|
|||
HOTT
|
Hot
Topic Inc
|
|||
THX
|
Houston
Exploration Co
|
|||
HHGP
|
Hudson
Highland Group Inc
|
|||
HTCH
|
Hutchinson
Technology Inc
|
|||
ICTG
|
Ict
Group Inc
|
|||
IDA
|
Idacorp
Inc
|
|||
IEX
|
Idex
Corp
|
|||
IDXX
|
Idexx
Labs Inc
|
|||
IHS
|
Ihs
Inc
|
|||
IMCL
|
Imclone
Systems Inc
|
IPSU
|
Imperial
Sugar Co
|
|||
IUSA
|
Infousa
Inc
|
|||
IART
|
Integra
Lifesciences Hldgs
|
|||
IFSIA
|
Interface
Inc -Cl A
|
|||
IBI
|
Interline
Brands Inc
|
|||
IN
|
Unova
Inc.
|
|||
IHR
|
Interstate
Hotels & Resorts
|
|||
IBOC
|
Intl
Bancshares Corp
|
|||
VTIV
|
Inventiv
Health Inc
|
|||
IMA
|
Inverness
Medical Innovatns
|
|||
IVGN
|
Invitrogen
Corp.
|
|||
IFC
|
Irwin
Financial Corp
|
|||
ITRI
|
Itron
Inc
|
|||
ESI
|
Itt
Educational Services Inc
|
|||
JJSF
|
J
& J Snack Foods Corp
|
|||
JNS
|
Janus
Capital Group Inc
|
|||
JOSB
|
Jos
A Bank Clothiers Inc
|
|||
KTO
|
K2
Inc
|
|||
KAMN
|
Kaman
Corp
|
|||
KCLI
|
Kansas
City Life Ins Co
|
|||
KDN
|
Kaydon
Corp
|
|||
3KYCN
|
Keystone
Cons Industries Inc
|
|||
KFRC
|
Kforce
Inc
|
|||
KBALB
|
Kimball
International
|
|||
KIM
|
Kimco
Realty Corp
|
|||
KEX
|
Kirby
Corp
|
|||
KNX
|
Knight
Transportation Inc.
|
|||
KOMG
|
Komag
Inc
|
|||
KRON
|
Kronos
Inc
|
|||
KYPH
|
Kyphon
Inc
|
|||
LRW
|
Labor
Ready Inc
|
|||
LANC
|
Lancaster
Colony Corp
|
|||
LNCE
|
Lance
Inc
|
|||
LHO
|
Lasalle
Hotel Properties
|
|||
LBY
|
Libbey
Inc
|
|||
LRY
|
Liberty
Property Trust
|
|||
LCUT
|
Lifetime
Brands Inc
|
|||
LNCR
|
Lincare
Holdings Inc
|
|||
LGF
|
Lions
Gate Entertainment Cp
|
|||
LFUS
|
Littelfuse
Inc
|
|||
LSS
|
Lone
Star Technologies
|
|||
LUFK
|
Lufkin
Industries Inc
|
|||
MHO
|
M/I
Schottenstein Homes Inc.
|
|||
MAC
|
Macerich
Co
|
|||
CLI
|
Mack-Cali
Realty Corp
|
|||
MANT
|
Mantech
Intl Corp
|
|||
MRTN
|
Marten
Transport Ltd
|
|||
MMS
|
Maximus
Inc
|
|||
MFE
|
McAfee
Inc
|
MDTH
|
Medcath
Corp
|
|||
MEG
|
Media
General -Cl A
|
|||
MCCC
|
Mediacom
Communications Corp
|
|||
MEDI
|
Medimmune
Inc
|
|||
MENT
|
Mentor
Graphics Corp
|
|||
MESA
|
Mesa
Air Group Inc
|
|||
METH
|
Methode
Electronics -Cl A
|
|||
MTD
|
Mettler-Toledo
Intl Inc
|
|||
MGEE
|
Mge
Energy Inc
|
|||
MCRS
|
Micros
Systems Inc
|
|||
MIDD
|
Middleby
Corp
|
|||
MLAN
|
Midland
Co
|
|||
MLNM
|
Millennium
Pharmaceuticals
|
|||
MLR
|
Miller
Industries Inc/Tn
|
|||
MIL
|
Millipore
Corp
|
|||
MGI
|
Moneygram
International Inc
|
|||
MOG.A
|
Moog
Inc -Cl A
|
|||
MTCT
|
Mtc
Technologies Inc
|
|||
MFLX
|
Multi-Fineline
Electron Inc
|
|||
MYE
|
Myers
Industries Inc.
|
|||
NFP
|
National
Financial Prtnrs Cp
|
|||
NHC
|
National
Healthcare Corp
|
|||
NATI
|
National
Instruments Corp
|
|||
NMHC
|
National
Med Health Card Sys
|
|||
NWLIA
|
National
Western Life
|
|||
NLS
|
Nautilus
Inc
|
|||
NCS
|
Nci
Building Systems Inc
|
|||
NP
|
Neenah
Paper Inc
|
|||
NFLX
|
Netflix
Inc
|
|||
NYB
|
New
York Cmnty Bancorp Inc
|
|||
NEU
|
Newmarket
Corp
|
|||
NEWP
|
Newport
Corp
|
|||
NOBL
|
Noble
International Ltd
|
|||
NWSB
|
Northwest
Bancorp Inc
|
|||
NUS
|
Nu
Skin Enterprises -Cl A
|
|||
JNC
|
Nuveen
Investments -Cl A
|
|||
CHUX
|
O'Charley's
Inc
|
|||
OO
|
Oakley
Inc
|
|||
OII
|
Oceaneering
International
|
|||
ODSY
|
Odyssey
Healthcare Inc
|
|||
ODFL
|
Old
Dominion Freight
|
|||
ONB
|
Old
National Bancorp
|
|||
ONNN
|
On
Semiconductor Corp
|
|||
OHB
|
Orleans
Homebuilders Inc.
|
|||
OSIS
|
Osi
Systems Inc
|
|||
OTTR
|
Otter
Tail Corp
|
|||
OSG
|
Overseas
Shipholding Group
|
|||
OXM
|
Oxford
Industries Inc
|
|||
PFCB
|
P.F.
Chang's China Bistro Inc
|
PSUN
|
Pacific
Sunwear Calif Inc
|
|||
PNRA
|
Panera
Bread Co
|
|||
PRXL
|
Parexel
International Corp
|
|||
PKOH
|
Park
Ohio Holdings Corp
|
|||
PDLI
|
Pdl
Biopharma Inc
|
|||
PDX
|
Pediatrix
Medical Group Inc
|
|||
PEI
|
Pennsylvania
Re Invs Trust
|
|||
PBCT
|
People'S
United Finl Inc
|
|||
PRGO
|
Perrigo
Co.
|
|||
PDGI
|
Pharmanet
Developmnt Grp Inc
|
|||
PNK
|
Pinnacle
Entertainment Inc
|
|||
PXP
|
Plains
Exploration & Prod Co
|
|||
PYX
|
Playtex
Products Inc
|
|||
PLXS
|
Plexus
Corp
|
|||
PMACA
|
Pma
Capital Corp
|
|||
PMCS
|
PMC-Sierra
Inc.
|
|||
PPP
|
Pogo
Producing Co
|
|||
PLCM
|
Polycom
Inc
|
|||
PLMD
|
Polymedica
Corp
|
|||
3POLGA
|
Polymer
Group Inc
|
|||
PTBT
|
Pope
& Talbot Inc
|
|||
PRM
|
Primedia
Inc
|
|||
PRGS
|
Progress
Software Corp
|
|||
PLI
|
Proliance
International Inc
|
|||
PBKS
|
Provident
Bankshares Corp
|
|||
PSYS
|
Psychiatric
Solutions Inc
|
|||
QLGC
|
Qlogic
Corp
|
|||
QLTY
|
Quality
Distribution Inc
|
|||
QSFT
|
Quest
Software Inc
|
|||
RRC
|
Range
Resources Corp
|
|||
RARE
|
Rare
Hospitality Intl Inc
|
|||
RYN
|
Rayonier
Inc
|
|||
RCNI
|
Rcn
Corp
|
|||
RRGB
|
Red
Robin Gourmet Burgers
|
|||
RJET
|
Republic
Airways Hldgs Inc
|
|||
RSCR
|
Res-Care
Inc
|
|||
RMD
|
Resmed
Inc
|
|||
RECN
|
Resources
Connection Inc
|
|||
RESP
|
Respironics
Inc
|
|||
REV
|
Revlon
Inc -Cl A
|
|||
RFMD
|
Rf
Micro Devices Inc
|
|||
RLI
|
Rli
Corp
|
|||
RBN
|
Robbins
& Myers Inc
|
|||
ROG
|
Rogers
Corp
|
|||
RDC
|
Rowan
Cos
|
|||
SAFT
|
Safety
Insurance Group Inc
|
|||
SAIA
|
SCS
Transportation Inc.
|
|||
SAFM
|
Sanderson
Farms Inc
|
|||
JBSS
|
John
B. Sanfilippo & Son
|
SBP
|
Santander
Bancorp
|
|||
SAPE
|
Sapient
Corp
|
|||
SVVS
|
Savvis
Inc
|
|||
SCHS
|
School
Specialty Inc
|
|||
SWM
|
Schweitzer-Mauduit
Intl Inc
|
|||
SEIC
|
Sei
Investments Co
|
|||
SENEA
|
Seneca
Foods Corp
|
|||
SXT
|
Sensient
Technologies Corp
|
|||
SEPR
|
Sepracor
Inc
|
|||
SHLO
|
Shiloh
Industries Inc.
|
|||
SLAB
|
Silicon
Laboratories Inc
|
|||
SKYF
|
Sky
Financial Group Inc
|
|||
SLG
|
Sl
Green Realty Corp
|
|||
TSFG
|
South
Financial Group Inc
|
|||
SWN
|
Southwestern
Energy Co
|
|||
SEH
|
Spartech
Corp
|
|||
SRX
|
Sra
International Inc
|
|||
JOE
|
St
Joe Co
|
|||
SM
|
St
Mary Land & Explor Co
|
|||
SSI
|
Stage
Stores Inc
|
|||
SMP
|
Standard
Motor Prods
|
|||
SR
|
Standard
Register Co
|
|||
SXI
|
Standex
International Corp
|
|||
STFC
|
State
Auto Financial Corp.
|
|||
SMRT
|
Stein
Mart Inc
|
|||
SCL
|
Stepan
Co
|
|||
STE
|
Steris
Corp
|
|||
SGY
|
Stone
Energy Corp
|
|||
SRI
|
Stoneridge
Inc
|
|||
SRR
|
Stride
Rite Corp
|
|||
SUNH
|
Sun
Healthcare Group Inc
|
|||
SPN
|
Superior
Energy Services
|
|||
SUP
|
Superior
Industries Intl
|
|||
SUSQ
|
Susquehanna
Bancshares Inc
|
|||
SY
|
Sybase
Inc
|
|||
SNPS
|
Synopsys
Inc
|
|||
SYPR
|
Sypris
Solutions Inc
|
|||
TCO
|
Taubman
Centers Inc
|
|||
TCB
|
Tcf
Financial Corp
|
|||
TNL
|
Technitrol
Inc
|
|||
TDY
|
Teledyne
Technologies Inc
|
|||
TTEC
|
Teletech
Holdings Inc
|
|||
TPX
|
Tempur
Pedic Intl Inc
|
|||
TTEK
|
Tetra
Tech Inc
|
|||
TXRH
|
Texas
Roadhouse Inc
|
|||
TIBX
|
Tibco
Software Inc
|
|||
TDW
|
Tidewater
Inc
|
|||
TBL
|
Timberland
Co.
|
|||
TWI
|
Titan
International Inc
|
THS
|
Treehouse
Foods Inc
|
|||
TRMB
|
Trimble
Navigation Ltd
|
|||
TRMK
|
Trustmark
Corp
|
|||
UDR
|
Udr
Inc
|
|||
UIL
|
Uil
Holdings Corp
|
|||
UPL
|
Ultra
Petroleum Corp
|
|||
UFI
|
Unifi
Inc
|
|||
UNF
|
Unifirst
Corp
|
|||
UNS
|
Unisource
Energy Corp
|
|||
UBSI
|
United
Bankshares Inc/Wv
|
|||
UFCS
|
United
Fire & Cas Co
|
|||
UNTD
|
United
Online Inc
|
|||
URGI
|
United
Retail Group Inc
|
|||
UHCO
|
Universal
American Fin. Corp.
|
|||
URBN
|
Urban
Outfitters Inc
|
|||
XPRSA
|
Us
Xpress Entp Inc -Cl A
|
|||
USAK
|
Usa
Truck Inc
|
|||
MTN
|
Vail
Resorts
|
|||
VRX
|
Valeant
Pharmaceuticals Intl.
|
|||
VHI
|
Valhi
Inc
|
|||
VLY
|
Valley
National Bancorp
|
|||
VMI
|
Valmont
Industries Inc
|
|||
VARI
|
Varian
Inc
|
|||
VAR
|
Varian
Medical Systems Inc
|
|||
WOOF
|
Vca
Antech Inc
|
|||
PAY
|
Verifone
Holdings Inc
|
|||
VTNC
|
Vitran
Corp Inc
|
|||
WHI
|
W
Holding Co Inc
|
|||
WHQ
|
W-H
Energy Services
|
|||
WNC
|
Wabash
National Corp
|
|||
WAB
|
Wabtec
Corp
|
|||
WLT
|
Walter
Industries Inc
|
|||
WCRX
|
Warner
Chilcott Ltd
|
|||
WCN
|
Waste
Connections Inc.
|
|||
WAT
|
Waters
Corp
|
|||
WW
|
Watson
Wyatt Worldwide Inc
|
|||
WTS
|
Watts
Water Technologies Inc
|
|||
WPP
|
Wausau
Paper Corp
|
|||
WBS
|
Webster
Financial Corp
|
|||
WRI
|
Weingarten
Realty Investment
|
|||
WLM
|
Wellman
Inc
|
|||
WSTF
|
Westaff
Inc
|
|||
WLB
|
Westmoreland
Coal Co.
|
|||
WTNY
|
Whitney
Holding Corp
|
|||
WXCP
|
Whx
Corp
|
|||
JW.A
|
Wiley
(John) & Sons
|
|||
WL
|
Wilmington
Trust Corp
|
|||
WYNN
|
Wynn
Resorts Ltd
|
|||
ZBRA
|
Zebra
Technologies Cp -Cl A
|
Adobe
Systems, Inc.
|
El
Paso Corporation
|
Quanex
Corporation
|
|||
ADP
|
Emulex
Corporation
|
Quest
Diagnostics Incorporated
|
|||
Advance
America
|
Equitable
Resources, Inc.
|
Questar
Corporation
|
|||
Aflac
|
Fifth
Third Bancorp
|
Qwest
Communications International Inc.
|
|||
Allegheny
Energy, Inc.
|
First
Horizon National Corporation
|
Royal
Bank of Canada
|
|||
Ameren
Corporation
|
Flowserve
Corporation
|
Regions
Financial Corporation
|
|||
American
Electric Power
|
FMC
Corporation
|
Rockwell
Automation, Inc.
|
|||
American
Express Company
|
Freeport-McMoRan
Copper & Gold Inc.
|
Rohm
and Haas Company
|
|||
American
Standard Companies, Inc.
|
Furniture
Brands International, Inc.
|
Ryder
Systems, Inc.
|
|||
American
Woodmark Corporation
|
Gartner,
Inc.
|
Safeco
Corporation
|
|||
AMERIGROUP
Corporation
|
GATX
Corporation
|
Sara
Lee Corporation
|
|||
Amgen
Inc.
|
General
Motors Corporation
|
Schneider
Electric SA
|
|||
Applebee's
International, Inc.
|
Genworth
Financial, Inc.
|
Sigma-Aldrich
Corporation
|
|||
ARINC
Incorporated
|
Genzyme
Corporation
|
Silverado
Senior Living, Inc.
|
|||
ArvinMeritor,
Inc.
|
Getty
Images, Inc.
|
Sisters
of St. Francis Health Services, Inc.
|
|||
Associated
Catholic Charities
|
GlobalSantaFe
Corporation
|
Southwall
Technologies Inc.
|
|||
Ascension
Health
|
Goss
International Corporation
|
Sprint
Nextel Corporation
|
|||
AT&T
|
Greater
Bay Bancorp
|
St.
Elizabeth Medical Center
|
|||
Atlantic
Mutual Companies
|
Guitar
Center, Inc.
|
Stein
Mart, Inc.
|
|||
Atwood
Oceanics, Inc.
|
Hanger
Orthopedic Group, Inc.
|
Stora
Enso Oyj
|
|||
AvalonBay
Communities, Inc.
|
Hannaford
Bros. Co.
|
Stream
|
|||
Blount
International, Inc.
|
Hecla
Mining Company
|
SunGard
Data Systems Inc.
|
|||
Boston
Market Corporation
|
Hess
Corporation
|
SunTrust
Banks, Inc.
|
|||
Bowater
Incorporated
|
Honeywell
International Inc.
|
Superior
Bancorp
|
|||
Bristol-Myers
Squibb Company
|
Hooper
Holmes, Inc.
|
SUPERVALU
Inc.
|
|||
Brunswick
Corporation
|
Horace
Mann Educators Corporation
|
Symantec
Corporation
|
|||
Cablevision
Systems Corporation
|
Huntington
Bancshares Incorporated
|
Symmetry
Medical Inc.
|
|||
Campbell
Soup Company
|
IKON
Office Solutions, Inc.
|
SYNNEX
Corporation
|
|||
Capital
One
|
ING
Investment Management
|
TechTeam
Global, Inc.
|
|||
Caraustar
|
InterGen
Services, Inc.
|
The
Dun & Bradstreet Corporation
|
|||
Cardinal
Health
|
Intermec,
Inc.
|
The
Evangelical Lutheran Good Samaritan Society
|
|||
Catalina
Marketing
|
KB
Home
|
The
Gap Inc.
|
|||
Catalyst
Paper Corporation
|
Kellwood
Company
|
The
Great Atlantic & Pacific Tea Company, Inc.
|
|||
Caterpillar
|
Kimberly-Clark
Corporation
|
The
Hershey Company
|
|||
CBRL
Group, Inc.
|
LandAmerica
Financial Group, Inc.
|
The
Lubrizol Corporation
|
|||
Celestica
Inc.
|
Laureate
Education, Inc.
|
The
Timberland Corporation
|
|||
Centene
Corporation
|
Longs
Drug Stores Corporation
|
Time
Warner Telecom, Inc.
|
|||
Cerner
Corporation
|
Lowe's
Companies, Inc.
|
Trustmark
Corporation
|
|||
Charming
Shoppes, Inc.
|
Macy's
Inc.
|
Tyco
International Ltd.
|
|||
Chevy
Chase Bank
|
MasterCard
Incorporated
|
UnionBanCal
Corporation
|
|||
Chicago
Stock Exchange
|
MB
Financial, Inc.
|
Unisys
Corporation
|
|||
Chiquita
Brands, L.L.C.
|
Merrill
Corporation
|
US
Airways Group, Inc.
|
|||
ChoicePoint
Asset Company
|
Mindspeed
Technologies, Inc.
|
UTStarcom,
Inc.
|
|||
CIGNA
|
Marsh
& McLennan Companies, Inc.
|
Vertis,
Inc.
|
|||
CIT
Group Inc.
|
MoneyGram
International, Inc.
|
Visteon
Corporation
|
|||
Citizens
Gas
|
Norfolk
Southern Corporation
|
Vivendi
Games
|
|||
Citrix
Systems, Inc.
|
Nortel
Networks Corporation
|
Vulcan
Materials Company
|
|||
Clark
Memorial Hospital
|
Northrop
Grumman Corporation
|
Wachovia
Corporation
|
|||
Clear
Channel Communications
|
NOVA
Chemicals Corporation
|
Washington
Mutual, Inc.
|
|||
Coach,
Inc.
|
Office
Depot, Inc.
|
Waters
Corporation
|
|||
Colgate-Palmolive
Company
|
Orbital
Sciences Corporation
|
WCI
Communities, Inc.
|
|||
Colonial
BancGroup, Inc.
|
Pacific
Life Insurance Company
|
Webster
Financial Corporation
|
|||
ConAgra
Foods, Inc.
|
Pactiv
Corporation
|
Wellcare
Health Plans, Inc.
|
|||
Corn
Products International
|
PepsiCo,
Inc.
|
Western
Digital Corporation
|
|||
Covenant
Health Systems
|
Pioneer
Natural Resources Company
|
Weyerhaeuser
Company
|
|||
Crown
Castle International Corp.
|
PMA
Capital Corporation
|
Whirlpool
Corporation
|
|||
Downey
Savings & Loan Association, F.A.
|
PNC
Financial Services Group
|
Wm.
Wrigley Jr. Company
|
|||
Duke
Energy Corporation
|
Praxair,
Inc,
|
Wright
Express Corporation
|
|||
E.ON
U.S.
|
Principal
Financial Group, Inc.
|
Wyeth
|
|||
EarthLink,
Inc.
|
ProCentury
Corporation
|
YRC
Worldwide Inc.
|
|||
Eddie
Bauer Holdings, Inc.
|
Prudential
Financial, Inc.
|