3Ware 2002 Annual Report Download - page 47

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PART III
Certain information required by Part III is omitted from this report because we will file a definitive proxy
statement within 120 days after the end of our fiscal year pursuant to Regulation 14A (the “Proxy Statement”) for
our Annual Meeting of Stockholders to be held on August 28, 2002, and the information included in the Proxy
Statement is incorporated herein by reference.
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
(a) Executive Officers—See the section entitled “Executive Officers of the Registrant” in Part I, Item 1
hereof.
(b) Directors—The information required by this Item is incorporated by reference to the section entitled
“Election of Directors” in the Proxy Statement.
Additional information required by this Item is incorporated by reference to the section entitled
“Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement.
Item 11. EXECUTIVE COMPENSATION.
The information required by this Item is incorporated by reference to the sections entitled “Compensation of
Executive Officers”, “Stock Option Grants and Exercises”, “Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values”, “Employment Severance and Change of Control Agreements” and “Report
of the Compensation Committee of the Board on Executive Compensation” in the Proxy Statement.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Set forth in the table below is certain information regarding securities authorized for issuance under equity
compensation plans as of March 31, 2002:
Plan Category
Number of shares to
be issued upon
exercise of
outstanding options
(a)
Weighted-average
exercise price of
outstanding
options
(b)
Number of shares
remaining available
for future issuance
under equity plans
(excluding securities
in column (a))
(c)
Equity compensation plans approved by
stockholders(1) .............................. 15,119,499 $ 7.97 38,829,961
Equity compensation plans not approved by
stockholders(1)(2) ............................ 6,414,718 21.06 34,058,911
Total(3) .................................. 21,534,217 $11.87 72,888,872
(1) Cancellation of 29.4 million options (13.6 million in stockholder approved plans and 15.8 million in plans
not approved by stockholders) for replacement in May 2002 resulting from the November 2001 stock option
exchange program is reflected as a reduction of outstanding options and an increase in shares available for
future issuance.
(2) Issued under our 2000 Equity Incentive Plan and the 1998 Stock Incentive Plan (assumed in acquisition of
Cimaron Communications Corporation). See the plan descriptions following.
(3) Excludes options assumed through acquisitions for which the related equity plan was not assumed by the
Company, of which at March 31, 2002, 4.3 million shares (net of 1.7 million cancelled in the stock option
exchange program for replacement in May 2002 to be issued from available shares in a plan not approved
by stockholders) were outstanding with a weighted-average exercise price of $14.65.
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