Memorex 2009 Annual Report Download - page 92

Item 11. Executive Compensation.
The Sections of the Proxy Statement entitled “Compensation Discussion and Analysis,” “Compensation Committee
Report,” “Compensation of Executive Officers” and “ Board of Directors — Compensation of Directors” are incorporated by
reference into this Form 10-K.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The Sections of the Proxy Statement entitled “Information Concerning Solicitation and Voting — Security Ownership
of Certain Beneficial Owners” and “Information Concerning Solicitation and Voting — Security Ownership of Management”
are incorporated by reference into this Form 10-K.
Equity Compensation Plan Information
The following table gives information about our common stock that may be issued under all of our existing equity
compensation plans as of December 31, 2009, including the 2008 Stock Incentive Plan, the 2005 Stock Incentive Plan, the
2000 Stock Incentive Plan, the 1996 Employee Stock Incentive Program and the 1996 Directors Stock Compensation
Program. As of December 31, 2009, options were the only form of award that had been granted under the 1996 Employee
Stock Incentive Program, options and restricted stock had been granted under the 2000 Stock Incentive Plan, 2005 Stock
Incentive Plan and 2008 Stock Incentive Plan, and options, restricted stock and restricted stock units had been granted to
directors under the 1996 Directors Stock Compensation Program. Our shareholders have approved all of the compensation
plans listed below.
Equity Compensation Plans Approved by Shareholders
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights
Weighted-Average
Exercise Price of
Outstanding
Options,
Warrants and Rights
Number of
Securities
Remaining
Available for
Future Issuance
Under Equity
Compensation
Plans (Excluding
Securities
Reflected in the
First Column)
2008 Stock Incentive Plan . . . . . . . . . . . . . . . . . . 1,191,562(1) $11.46 2,330,386
2005 Stock Incentive Plan . . . . . . . . . . . . . . . . . . 1,838,805(1) 32.06 —(2)
2000 Stock Incentive Plan . . . . . . . . . . . . . . . . . . 1,287,878 33.81 —(2)
1996 Employee Stock Incentive Program . . . . . . . 60,000 28.75 —(2)
1996 Directors Stock Compensation Program . . . . 216,593 32.73 —(2)
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,594,838 $27.19 2,330,386
(1) This number does not include restricted stock of 403,216 shares under our 2008 Stock Incentive Plan and
58,486 shares under our 2005 Stock Incentive Plan
(2) No additional awards may be granted under our 2005 Stock Incentive Plan, 2000 Stock Incentive Plan, 1996 Employee
Stock Incentive Plan or 1996 Directors Stock Compensation Program.
Item 13. Certain Relationships and Related Transactions and Director Independence.
The Sections of the Proxy Statement entitled “Information Concerning Solicitation and Voting — Related Person
Transactions and Related Person Transaction Policy”, and “Board of Directors — Director Independence and Determination
of Audit Committee Financial Expert” as well as the biographical material pertaining to Mr. Raymond Leung, located in the
Proxy Statement under the heading “Item No. 1 Election of Directors — Information Concerning Directors” are incorporated
by reference into this Form 10-K.
Item 14. Principal Accountant Fees and Services.
The Section of the Proxy Statement entitled “Audit and Other Fees and Audit and Finance Committee Pre-Approval
Policies” is incorporated by reference into this Form 10-K.
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