Dish Network 2002 Annual Report Download - page 49

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47
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this Item with respect to the identity and business experience of our directors will
be set forth in our Proxy Statement for the Annual Meeting of Shareholders to be held on May 6, 2003, under the
caption “Election of Directors,” which information is hereby incorporated herein by reference.
The information required by this Item with respect to the identity and business experience of our executive
officers is set forth on page 19 of this report under the caption “Executive Officers.”
Item 11. EXECUTIVE COMPENSATION
The information required by this Item will be set forth in our Proxy Statement for the Annual Meeting of
Shareholders to be held on May 6, 2003, under the caption “Executive Compensation and Other Information,” which
information is hereby incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Equity Compensation Plan Information
We have adopted stock incentive plans to provide incentives to attract and retain officers, directors and key
employees. We currently have reserved 80 million shares of our class A common stock for granting awards under
our 1995 Stock Incentive Plan and an additional 80 million shares of our class A common stock for granting awards
under our 1999 Stock Incentive Plan. However, the Company does not intend to issue new grants under our 1995
Stock Incentive Plan, under which approximately 52 million shares remain available for issuance. In addition,
during 1995 and 2001 we adopted Nonemployee Director Plans to provide incentive to attract and retain our
Nonemployee Directors. We currently have reserved 240,000 shares and 250,000 shares of our class A common
stock related to the 1995 and 2001 Nonemployee Director Plans, respectively. In 2002, we adopted our Class B
CEO Stock Option Plan, under which we have reserved 20 million shares of our class B common stock for issuance.
No options have been granted to date under our Class B CEO Stock Option Plan.
The following table sets forth a description of our equity compensation plans as of December 31, 2002:
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))
(a) (b) (c)
Equity compensation plans approved by
security holders .....................................
20,924,925 $13.96 143,323,612
Equity compensation plans not approved
by security holders (1) ..........................
30,000 $27.67 220,000
Total ....................................................... 20,954,925 $13.98 143,543,612