Adaptec 2002 Annual Report Download - page 80

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ITEM 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
78
PART III
ITEM 10. Directors and Executive Officers of the Registrant
The information concerning the Company's directors and executive officers required by this Item is
incorporated by reference from the information set forth in the sections entitled "Election of Directors",
"Executive Officers", and "Section 16(a) Beneficial Ownership Reporting Compliance" in our Proxy Statement
for the 2003 Annual Stockholder Meeting.
ITEM 11. Executive Compensation.
The information required by this Item is incorporated by reference from the information set forth in the
sections entitled "Director Compensation" and "Executive Compensation and Other Matters" in our Proxy
Statement for the 2003 Annual Stockholder Meeting.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters.
The information concerning security ownership of certain beneficial owners that is required by this Item is
incorporated by reference from the information set forth in the section entitled "Common Stock Ownership of
Certain Beneficial Owners and Management" in our Proxy Statement for the 2003 Annual Stockholder Meeting.
Equity Compensation Plan Information:
The following table provides information as of December 31, 2002 with respect to the shares of our common
stock that may be issued under our existing equity compensation plans.
Number of Securities to Number of securities
Plan Category be issued upon Weighted−average remaining available for
exercise of outstanding exercise price of future issuance under
options, warrants and outstanding options, equity compensation
rights (5) warrants and rights plans(1)
−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−
Equity compensation plans
approved by security holders (2) 9,850,838 $ 10.18 33,659,647(3)
Equity compensation plans not
approved by security holders (4) 1,245,495 $ 4.44 3,031,119
−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−−
Balance at December 31, 2002 11,096,333 $ 9.54 36,690,766
==============================================================================
(1) In connection with the voluntary cancellation of options to purchase
approximately 19.3 million shares in September 2002, we promised to grant
new options for approximately 18.0 million shares from our stock plans
between March 27, 2003 and April 30, 2003. The new options will have an
exercise price equal to the closing price of our common stock on the date
they are granted. These options are reflected in the above chart as
remaining available for future issuance. As a result of workforce
reductions we currently plan on issuing 16.5 million options under this
option exchange program (See Note 11 to Consolidated Financial
Statements).
(2) Consists of the 1994 Stock Incentive Plan and the 1991 Employee Stock
Purchase Plan.
79