3Ware 2004 Annual Report Download - page 66

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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, 2004, approximately 32.4 million shares were outstanding and 27.7 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, 2004, approximately 217,000 shares were outstanding and 3.3 million shares were available for future
grant under the 1998 Stock Incentive Plan.
In connection with our acquisition of JNI Corporation in October 2003, we assumed options granted under
JNI’s 1997 and 1999 Stock Option Plans covering approximately 2.3 million shares of common stock and the 1.8
million shares remaining available for future grant under these plans were added to the share reserve under
AMCC’s 1992 Stock Option Plan, a stockholder approved plan. At March 31, 2004, approximately 505,000
shares were outstanding under the JNI plans and approximately 17.1 million shares were available for future
grant under AMCC’s 1992 Stock Option Plan of which 2.1 million came from the assumed JNI plans.
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. None of these
plans was required to be approved by our stockholders at the time the plan was implemented and were therefore
never submitted to our stockholders for approval.
Additional information required by this Item is incorporated by reference to the section entitled “Common
Stock Ownership of Certain Beneficial Owners and Management” in 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. Principal Accountant Fees and Services.
The information required by this Item is contained in the section entitled “Audit and Other Fees,” in the
proxy statement and is incorporated herein by reference.
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