Dish Network 2004 Annual Report Download - page 140

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6
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Equity Compensation Plan Information
In addition to the Nonemployee Director Plans and our 1995 Stock Incentive Plan and 1999 Stock Incentive Plan
(the “Stock Incentive Plans”), during 2002 we adopted our Class B CEO Stock Option Plan, under which we have
reserved 20 million shares of our Class B Shares 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, 2004:
Number of Securities
Remaining Available for
Number of Securities Weighted-average Future Issuance Under
to be Issued Exercise Price Equity Compensation
Upon Exercise of of Outstanding Plans (excluding
Outstanding Options Options, Warrants securities reflected in
Warrants and Rights and Rights column (a))
Plan category (a) (b) (c)
Equity compensation plans approved by security
holders 17,689,216
21.03
96,337,104
Equity compensation plans not approved by
security holders(1)
45,000
30.57
195,000
Total 17,734,216 21.06 96,532,104
(1) Our 2001 Director Plan was adopted by our Board on June 12, 2001, to attract and retain qualified persons who
are not our employees for service as members of our Board. Upon initial election or appointment, eligible
nonemployee directors currently are granted an option to purchase 10,000 shares of our Class A Shares, effective as
of the last day of the calendar quarter in which such person is elected or appointed to our Board. The Board may
decide to make further option grants to plan participants. The exercise price of options granted under the 2001
Director Plan is 100% of the fair market value of our Class A Shares as of the last day of the calendar quarter in
which the nonemployee director receiving the option is elected, appointed or reelected to our Board, as applicable.
We currently have 195,000 of our Class A Shares available for issuance under the 2001 Director Plan. All options
granted under the 2001 Director Plan expire not later than five years after the date of grant and typically vest
immediately upon grant. Certain options granted under the 2001 Director Plan are subject to separate written
agreements restricting exercise until shareholder approval of the 2001 Director Plan is obtained, which will be
requested at EchoStar’s 2005 annual meeting of shareholders.
Equity Security Ownership
The following table sets forth, to the best of our knowledge, the beneficial ownership of our voting securities as of
the close of business on April 13, 2005 by: (i) each person known by us to be the beneficial owner of more than five
percent of any class of our voting securities; (ii) each of our directors; (iii) the Named Executive Officers; and
(iv) all of our directors and executive officers as a group. Unless otherwise indicated, each person listed in the
following table (alone or with family members) has sole voting and dispositive power over the shares listed opposite
such person’s name.