Quest Diagnostics 2003 Annual Report Download - page 45

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Item 11. Executive Compensation
The information called for by this Item is incorporated by reference to the information under the caption
“Executive Compensation’’ appearing in the Proxy Statement. The information contained in the Proxy Statement
under the captions “Compensation Committee Report on Executive Compensation’’ and “Performance Graph’’ is
not incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
Except for the Equity Compensation Plan information set forth below, the information called for by this
Item is incorporated by reference to the information under the caption “Security Ownership of Certain
Beneficial Owners and Management’’ appearing in the Proxy Statement.
Equity Compensation Plan Information
The following table provides information as of December 31, 2003 about our common stock that may be
issued upon the exercise of options, warrants and rights under our existing equity compensation plans:
Number of securities
remaining available for
Number of securities future issuance under
to be issued Weighted-average equity compensation
upon exercise of exercise price of plans (excluding
outstanding options, outstanding options, securities reflected in
Plan category warrants and rights (a) warrants and rights (b) column (a)) (c)
Equity compensation plans approved by
security holders .......................... 10,239,921 $44.85 4,790,768
Equity compensation plans not approved by
security holders .......................... - not applicable 1,419,381
Total ...................................... 10,239,921 $44.85 6,210,149
The only equity compensation plan that has not been approved by the Company’s stockholders is the
Company’s Employee Stock Purchase Plan, or ESPP. The ESPP permits employees to purchase the Company’s
common stock each calendar quarter through payroll deductions. The purchase price is 85% of the closing
market price on the last business day of the calendar quarter (or, if lower, the closing market price on the first
business day of the calendar quarter). The ESPP authorizes the issuance of 4 million shares of the Company’s
common stock. The number of securities reflected in the table above for the ESPP includes the share allocation
for the fourth quarter of 2003, which were issued in January 2004. The ESPP was adopted prior to the spinoff
of the Company in 1996 and, as a result of action taken by the Board in 2001, has a term ending on
December 31, 2006.
Item 13. Certain Relationships and Related Transactions
The information called for by this Item is incorporated by reference to the information under the caption
“Certain Relationships and Related Transactions’’ appearing in the Proxy Statement.
Item 14. Principal Accountant Fees and Services
The information called for by this Item is incorporated by reference to the information under the caption
“Ratification of Appointment of PricewaterhouseCoopers LLP’’ appearing in the Proxy Statement.
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