3Ware 2003 Annual Report Download - page 49

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Equity Compensation Plans Not Approved by Stockholders
In March 2000, we adopted the 2000 Equity Incentive Plan. We have reserved a total of 62.0 million shares
for the grant of nonstatutory stock options to our employees, directors and consultants and our affiliates under
this plan. At March 31, 2003, 28.9 million shares were outstanding and 33.0 million shares were available for
future grant under the 2000 Equity Incentive Plan.
In connection with our acquisition of Cimaron Communications Corporation in March 1999, we assumed
options and other stock awards granted under Cimaron’s 1998 Stock Incentive Plan covering approximately 7.5
million shares of common stock. The terms of the plan provide for the grant of nonstatutory stock options,
restricted stock, or other stock based awards to employees, officers, directors, consultants, and advisors. At
March 31, 2003, approximately 261,000 shares were outstanding and 3.3 million shares were available for future
grant under the 1998 Stock Incentive Plan.
Our Board of Directors determines eligibility, vesting schedules and exercise prices for options granted
under the plans. Options and other stock awards under the plans expire not more than ten years from the date of
grant and are either exercisable immediately after the date of grant and subject to certain repurchase rights by us
until such ownership rights have vested, or exercisable upon vesting. Vesting generally occurs over four years.
Options are granted at prices at least equal to fair value of our common stock on the date of grant. Neither of
these plans was required to be approved by our stockholders at the time the plan was implemented. Neither plan
has been submitted to our stockholders for approval.
The remaining information required by this Item is incorporated by reference to the section entitled
“Common Stock Ownership of Certain Beneficial Owners and Management” of the proxy statement.
Item 13. Certain Relationships and Related Transactions.
The information required by this Item is incorporated by reference to the section entitled “Certain
Transactions” in the proxy statement.
Item 14. Controls and Procedures.
Our chief executive officer and chief financial officer performed an evaluation of our disclosure controls
and procedures as of March 31, 2003 (the “Evaluation Date”). Based on that evaluation, our chief executive
officer and chief financial officer concluded that our disclosure controls and procedures were effective and
sufficient to ensure that the information required to be disclosed in the reports that we file under the Securities
Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the
SEC’s rules and forms.
There have been no significant changes in our internal controls since the Evaluation Date. We are not aware
of any significant change in any other factors that could significantly affect our internal controls subsequent to
the Evaluation Date.
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