GameStop 2005 Annual Report Download - page 64

(13) Of these shares, 22,000 are issuable upon exercise of stock options and 19,600 are restricted shares. Of the
remaining 1,000 shares, 500 shares are owned by Mr. Volkwein’s wife, and 250 shares each are owned by
Mr. Volkwein’s two children.
(14) Of these shares, 7,111,000 are issuable upon exercise of stock options and 307,400 are restricted shares.
Equity Compensation Plan Information
Plan Category
Number of
Securities to be
Issued upon
Exercise of
Outstanding
Options, Warrants
and Rights
(a)
Weighted-
Average Exercise
Price of
Outstanding
Options,
Warrants and
Rights
(b)
Number of
Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding
Securities Reflected
in Column(a))
(c)
Equity compensation plans approved by
security holders .................. 11,506,000 $ 12.31 3,329,000
Equity compensation plans not
approved by security holders ....... 0 notapplicable 0
Total ............................ 11,506,000 $ 12.31 3,329,000
On February 10, 2006, an additional 1,630,000 options to purchase our Class A common stock at an exercise
price of $41.37 per share and 257,400 shares of restricted stock were granted under our Amended and Restated 2001
Incentive Plan, as amended. These options and restricted shares vest in equal increments over three years and the
options expire on February 9, 2016.
Item 13. Certain Relationships and Related Transactions
Agreements With Barnes & Noble
In connection with the consummation of Historical GameStop’s initial public offering in February 2002,
Historical GameStop entered into various agreements with Barnes & Noble relating to its relationship with Barnes &
Noble following the completion of its initial public offering. The terms of these agreements remain binding on the
Company following the mergers.
Separation Agreement
Historical GameStop entered into a “separation agreement” with Barnes & Noble, which governs our
respective rights and duties with respect to Historical GameStop’s initial public offering and the distribution by
Barnes & Noble to its stockholders of Barnes & Noble’s shares of GameStop Class B common stock (which is
referred to as the “spin-off”), completed November 12, 2004. The separation agreement contains covenants
designed to protect the intended tax-free nature of the spin-off.
Under the separation agreement, Historical GameStop agreed not to take certain actions without the approval
of Barnes & Noble or the satisfaction of certain procedures. These actions include:
• until two years after the spin-off, entering into or permitting any transaction or series of transactions which
would result in a person or persons acquiring or having the right to acquire shares of Historical GameStop’s
capital stock that would comprise 50% or more of either the value of all outstanding shares of the capital
stock or the total combined voting power of the outstanding voting stock; and
• until two years after the spin-off, liquidating, disposing of, or otherwise discontinuing the conduct of any
portion of Historical GameStop’s active trade or business.
Historical GameStop generally agreed to indemnify Barnes & Noble and its affiliates against any and all tax-
related losses incurred by Barnes & Noble in connection with any proposed tax assessment or tax controversy with
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