Adaptec 2006 Annual Report Download - page 138

(gg) “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.
(hh) “Sales Representative” means any person, whether an individual or an entity, serving as a sales representative for the Company or any
Subsidiary who (whether as an individual or an entity or through the individual fulfilling the duties of the chief executive officer of the entity) (i) has five years
experience as a sales representative, (ii) is experienced in representing semiconductor manufacturers and (iii) sold at least $3,000,000 of the products of the
manufacturers it represents during the fiscal year immediately prior to the year in which stock is being purchased under the Plan (or $3,000,000 during the
current fiscal year to date).
(ii) “Share” means a share of the Common Stock, as adjusted in accordance with Section 14 of the Plan.
(jj) “Stock Purchase Right” means the right to purchase Common Stock pursuant to Section 11 of the Plan, as evidenced by a Notice of Grant.
(kk) “Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing, as defined in Section 424(f) of the Code.
3. Stock Subject to the Plan. Subject to the provisions of Section 14 of the Plan, the maximum aggregate number of Shares which may be optioned
and sold under the Plan is 64,782,780 Shares plus an annual increase to be added on January 1 of each year, beginning on January 1, 2001 through January 1,
2004, equal to the lesser of (i) 5% of the outstanding shares on such date, (ii) 45,000,000 shares, or (iii) a lesser amount determined by the Board. The Shares
may be authorized, but unissued, or reacquired Common Stock. However, should the Company reacquire Shares which were issued pursuant to the exercise of an
Option or Stock Purchase Right, such Shares shall not become available for future grant under the Plan.
If an Option or Stock Purchase Right expires or becomes unexercisable without having been exercised in full or is surrendered pursuant to an Option
Exchange Program, or, with respect to Restricted Stock Units, is forfeited to the Company due to failure to vest, the unpurchased Shares (or for Restricted Stock
Units the forfeited 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 shall not be returned to the Plan and shall not become available for future distribution under
the Plan, except that if Shares of Restricted Stock or Restricted Stock Units are repurchased by the Company at their original purchase price, and the original
purchaser of such Shares did not receive any benefits of ownership of such Shares, such Shares shall become available for future grant under the Plan. For
purposes of the preceding sentence, voting rights shall not be considered a benefit of Share ownership. Notwithstanding the foregoing and subject to adjustment
as provided in Section 14, the maximum number of Shares that may be issued upon the exercise of Incentive Stock Options shall equal the aggregate share
number stated in this Section, plus, to the extent allocable under Section 422 of the Code and the Treasury Regulations promulgated thereunder, any Shares that
become available for issuance under the Plan pursuant to this Section.
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Source: PMC SIERRA INC, 10-K, March 01, 2007 Powered by Morningstar® Document Research℠