Memorex 2011 Annual Report Download - page 97

applies to our principal executive officer, principal financial officer, principal accounting officer/controller or persons performing
similar functions by posting such information on our website, at the address and location specified above.
Materials posted on our website are not incorporated by reference into this Form 10-K.
Item 11. Executive Compensation.
The Sections of the Proxy Statement entitled “Compensation Discussion and Analysis,” “Compensation Committee
Report,” “Compensation of Executive Officers” and “Board of Directors — Compensation of Directors” are incorporated by
reference into this Form 10-K.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The Sections of the Proxy Statement entitled “Information Concerning Solicitation and Voting—Security Ownership of
Certain Beneficial Owners” and “Information Concerning Solicitation and Voting—Security Ownership of Management” are
incorporated by reference into this Form 10-K.
Equity Compensation Plan Information
The following table gives information about our common stock that may be issued under all of our existing equity
compensation plans as of December 31, 2011, including the 2011 Stock Incentive Plan, 2008 Stock Incentive Plan, the 2005
Stock Incentive Plan, the 2000 Stock Incentive Plan and the 1996 Directors Stock Compensation Program. As of
December 31, 2011, options and restricted stock had been granted under the 2000 Stock Incentive Plan, 2005 Stock
Incentive Plan, 2008 Stock Incentive Plan and 2011 Stock Incentive Plan, and options, restricted stock and restricted stock
units had been granted to directors under the 2005 Stock Incentive Plan and 1996 Directors Stock Compensation Program.
Our shareholders have approved all of the compensation plans listed below.
Equity Compensation Plans Approved by Shareholders
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 the First Column)
2011 Stock Incentive Plan ........................... 308,741(1) $ 8.49 3,799,009
2008 Stock Incentive Plan ........................... 2,931,335(1) $10.59 —(2)
2005 Stock Incentive Plan ........................... 1,560,326(1) $32.20 —(2)
2000 Stock Incentive Plan ........................... 722,584 $32.41 —(2)
1996 Directors Stock Compensation Program ............ 156,593 $35.23 —(2)
Total ......................................... 5,679,579 $19.87 3,799,009
(1) This number does not include restricted stock of 374,435 shares under our 2011 Stock Incentive Plan, 415,061 shares
under our 2008 Stock Incentive Plan and 5,550 shares under our 2005 Stock Incentive Plan.
(2) No additional awards may be granted under our 2008 Stock Incentive Plan, 2005 Stock Incentive Plan, 2000 Stock
Incentive Plan or 1996 Directors Stock Compensation Program.
Item 13. Certain Relationships and Related Transactions and Director Independence.
The Sections of the Proxy Statement entitled “Information Concerning Solicitation and Voting — Related Person
Transactions and Related Person Transaction Policy”, and “Board of Directors — Director Independence and Determination
of Audit Committee Financial Expert” are incorporated by reference into this Form 10-K.
Item 14. Principal Accountant Fees and Services.
The Section of the Proxy Statement entitled “Audit and Other Fees and Audit and Finance Committee Pre-Approval
Policies” is incorporated by reference into this Form 10-K.
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