Adaptec 2003 Annual Report Download - page 83

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ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
ITEM 9A. Controls and Procedures
Evaluation of disclosure controls and procedures
Our chief executive officer and our chief financial officer evaluated our “disclosure controls and procedures” (as defined in Rule
13a−14(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) as of a date within 90 days before the filing date of this
annual report. They concluded that as of the evaluation date, our disclosure controls and procedures are effective to ensure that
information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the Securities and Exchange Commission rules and forms.
Changes in internal controls
Subsequent to the date of their evaluation, there were no significant changes in our internal controls or in other factors that could
significantly affect these controls. There were no significant deficiencies or material weaknesses in our internal controls so no
corrective actions were taken.
77
PART III
ITEM 10. Directors and Executive Officers of the Registrant
The information concerning the Company’s directors and executive officers required by this Item is incorporated by reference from
the information set forth in the sections entitled “Election of Directors”, “Code of Business Conduct and Ethics”, “Executive
Officers”, and “Section 16(a) Beneficial Ownership Reporting Compliance” in our Proxy Statement for the 2004 Annual Stockholder
Meeting.
ITEM 11. Executive Compensation.
The information required by this Item is incorporated by reference from the information set forth in the sections entitled “Director
Compensation” and “Executive Compensation and Other Matters” in our Proxy Statement for the 2004 Annual Stockholder Meeting.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information concerning security ownership of certain beneficial owners that is required by this Item is incorporated by reference
from the information set forth in the section entitled “Common Stock Ownership of Certain Beneficial Owners and Management” in
our Proxy Statement for the 2004 Annual Stockholder Meeting.
Equity Compensation Plan Information:
The following table provides information as of December 31, 2003 with respect to the shares of our common stock that may be issued
under our existing equity compensation plans.
Plan Category
Number of Securities to
be issued upon exercise
of outstanding options
(4)
Weighted−average
exercise price of
outstanding options
Number of securities
remaining available for
future issuance under
equity compensation
plans
Equity compensation plans
approved by security holders (1) 20,214,605 $ 7.73 27,068,341(2)
Equity compensation plans not
approved by security holders (3) 1,880,541 $ 5.15 12,096,290
Balance at December 31, 2003 22,095,146 $ 7.51 39,164,631
(1) Consists of the 1994 Incentive Stock Plan (the “1994 Plan”) and the 1991 Employee Stock Purchase Plan (the “1991 Plan”).
(2) Includes 21,188,322 shares available for issuance in the 1994 plan and 5,880,019 shares available for issuance in the 1991 Plan.