3Ware 2004 Annual Report Download - page 65

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 for our 2004 annual
meeting of stockholders, 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 of
this report.
(b) Directors—The information required by this Item is contained in 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 and is incorporated herein by
reference.
We have adopted a code of business conduct and ethics that all executive officers and management
employees must review and abide by (including our principal executive officer, principal financial officer and
principal accounting officer), which we refer to as our Code of Business Conduct and Ethics. The Code of
Business Conduct and Ethics is available on our website at http://www.amcc.com in the Investor Information
section under the heading “Corporate Governance”.
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 and Related Stockholder
Matters.
Set forth in the table below is certain information regarding securities authorized for issuance under equity
compensation plans as of March 31, 2004:
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) ............................ 26,902,727 $6.99 15,217,953
Equity compensation plans not approved by
stockholders (2) ............................ 33,130,114 7.68 33,097,491
Total (3) .................................... 60,032,841 $7.37 48,315,444
(1) Includes 5.8 million shares available for future issuance under our 1998 Employee Stock Purchase Plan.
(2) Issued under our 2000 Equity Incentive Plan and the 1998 Stock Incentive Plan (assumed in acquisition of
Cimaron Communications Corporation), and the 1997 and 1999 Stock Option Plans (assumed in acquisition
of JNI Corporation). See the plan descriptions following.
(3) Excludes options assumed through acquisitions in which we did not assume the related equity plan; at
March 31, 2004, such options to purchase 3.7 million shares were outstanding with a weighted-average
exercise price of $11.69 per share.
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