You are cordially invited to join us for our 2006 annual ... - Piper Jaffray

More documents

Recommendations

Info

(iii) Forms of Payment Under Awards. Subject to the terms of the Plan, payments ortransfers to be made by the Company or an Affiliate upon the grant, exercise or settlement of anAward may be made in such form or forms as the Committee shall determine (including, withoutlimitation, cash, Shares, promissory notes (, other securities, other Awards or other property orany combination thereof); provided, however, that the acceptance of such notes doespayments ortransfers shall not conflict with Section 402 of the Sarbanes Oxley Act of 2002), other securities,other Awards or other property or any combination thereof), andbe in the form of promissorynotes. Such payments or transfers may be made in a single payment or transfer, in installments oron a deferred basis, in each case in accordance with rules and procedures established by theCommittee. Such rules and procedures may include, without limitation, provisions for the paymentor crediting of reasonable interest on installment or deferred payments or the grant or crediting ofDividend Equivalents with respect to installment or deferred payments.(iv) Limits on Transfer of Awards. No Award (other than Other Stock Grants) and no rightunder any such Award shall be transferable by a Participant otherwise than by will or by the lawsof descent and distribution and the Company shall not be required to recognize any attemptedassignment of such rights by any Participant; provided, however, that, if so determined by theCommittee, a Participant may, in the manner established by the Committee, designate abeneficiary or beneficiaries to exercise the rights of the Participant and receive any propertydistributable with respect to any Award upon the death of the Participant; and provided, further,that, if so determined by the Committee, a Participant may transfer a Non-Qualified Stock Optionto any Family Member (as such term is defined in the General Instructions to Form S-8 (orsuccessor to such Instructions or such Form)) at any time that such Participant holds such StockOption, whether directly or indirectly or by means of a trust or partnership or otherwise, providedthat the Participant may not receive any consideration for such transfer, the Family Member maynot make any subsequent transfers other than by will or by the laws of descent and distributionand the Company receives written notice of such transfer. Except as otherwise determined by theCommittee, each Award or right under any such Award shall be exercisable during theParticipant’s lifetime only by the Participant or, if permissible under applicable law, by theParticipant’s guardian or legal representative. Except as otherwise determined by the Committee,no Award or right under any such Award may be pledged, alienated, attached or otherwiseencumbered, and any purported pledge, alienation, attachment or other encumbrance thereof shallbe void and unenforceable against the Company or any Affiliate.(v) Term of Awards. Subject to Section 6(a)(ii) of the Plan, the term of each Award shall befor such period as may be determined by the Committee.(vi) Restrictions. All Shares or other securities delivered under the Plan pursuant to anyAward or the exercise thereof shall be subject to such stop transfer orders and other restrictions asthe Committee may deem advisable under the Plan, applicable federal or state securities laws andregulatory requirements, and the Committee may direct appropriate stop transfer orders and causeother legends to be placed on the certificates for such Shares or other securities to reflect suchrestrictions.SECTION 7. Change in Control(a) Impact of Event. Notwithstanding any other provision of the Plan to the contrary, unlessotherwise provided by the Committee in any Award Agreement, in the event of a Change in Control:(i) Any Stock Options and Stock Appreciation Rights outstanding as of the date of suchChange in Control, and which are not then exercisable and vested, shall become fully exercisableand vested.(ii) The restrictions and deferral limitations applicable to any Restricted Stock and RestrictedStock Units shall lapse, and such Restricted Stock and Restricted Stock Units shall become free ofall restrictions and become fully vested.B-8
(iii) All Performance Awards shall be considered to be earned and payable in full, and anydeferral or other restriction shall lapse and such Performance Awards shall be settled in cash orShares, as determined by the Committee, as promptly as is practicable.(iv) All restrictions on other Awards shall lapse and such Awards shall become free of allrestrictions and become fully vested.(b) Definition of Change in Control. For purposes of the Plan, a ‘‘Change in Control’’ shallmean the happening of any of the following events:(i) An acquisition by any individual, entity or group (within the meaning of Section 13(d)(3)or 14(d)(2) of the Exchange Act) (a ‘‘Person’’) of beneficial ownership (within the meaning ofRule 13d-3 promulgated under the Exchange Act) of 20% or more of either (1) the thenoutstanding shares of common stock of the Company (the ‘‘Outstanding Company CommonStock’’) or (2) the combined voting power of the then outstanding voting securities of theCompany entitled to vote generally in the election of directors (the ‘‘Outstanding Company VotingSecurities’’); excluding, however, the following: (1) Any acquisition directly from the Company,other than an acquisition by virtue of the exercise of a conversion privilege unless the securitybeing so converted was itself acquired directly from the Company, (2) Any acquisition by theCompany, (3) Any acquisition by any employee benefit plan (or related trust) sponsored ormaintained by the Company or any entity controlled by the Company, or (4) Any acquisitionpursuant to a transaction which complies with clauses (1), (2) and (3) of subsection (iii) of thisSection 7(b); or(ii) A change in the composition of the Board such that the individuals who, as of theEffective Date, constitute the Board (such Board shall be hereinafter referred to as the ‘‘IncumbentBoard’’) cease for any reason to constitute at least a majority of the Board; provided, however, forpurposes of this Section 7(b), that any individual who becomes a member of the Board subsequentto the Effective Date, whose election, or nomination for election by the Company’s shareholders,was approved by a vote of at least a majority of those individuals who are members of the Boardand who were also members of the Incumbent Board (or deemed to be such pursuant to thisproviso) shall be considered as though such individual were a member of the Incumbent Board;but, provided, further, that any such individual whose initial assumption of office occurs as aresult of an actual or threatened election contest with respect to the election or removal ofdirectors or other actual or threatened solicitation of proxies or consents by or on behalf of aPerson other than the Board shall not be so considered as a member of the Incumbent Board; or(iii) Consummation of a reorganization, merger or consolidation or sale or other dispositionof all or substantially all of the assets of the Company (‘‘Corporate Transaction’’); excluding,however, such a Corporate Transaction pursuant to which (1) all or substantially all of theindividuals and entities who are the beneficial owners, respectively, of the Outstanding CompanyCommon Stock and Outstanding Company Voting Securities immediately prior to such CorporateTransaction will beneficially own, directly or indirectly, more than 50% of, respectively, theoutstanding shares of common stock, and the combined voting power of the then outstandingvoting securities entitled to vote generally in the election of directors, as the case may be, of thecorporation resulting from such Corporate Transaction (including, without limitation, a corporationwhich as a result of such transaction owns the Company or all or substantially all of theCompany’s assets either directly or through one or more subsidiaries) in substantially the sameproportions as their ownership, immediately prior to such Corporate Transaction, of theOutstanding Company Common Stock and Outstanding Company Voting Securities, as the casemay be, (2) no Person (other than the Company, any employee benefit plan (or related trust) ofthe Company or such corporation resulting from such Corporate Transaction) will beneficiallyown, directly or indirectly, 20% or more of, respectively, the outstanding shares of common stockof the corporation resulting from such Corporate Transaction or the combined voting power ofthe outstanding voting securities of such corporation entitled to vote generally in the election ofB-9
Page 1 and 2:
800 Nicollet Mall, Suite 800Mail St
Page 3 and 4: PROXY STATEMENTTABLE OF CONTENTSQUE
Page 5 and 6: PROXY STATEMENT2006 ANNUAL MEETING
Page 7 and 8: What does it mean if I receive more
Page 9 and 10: espect to which you abstained from
Page 11 and 12: CLASS I DIRECTORS — TERMS ENDING
Page 13 and 14: ) Has authority to call meetings of
Page 15 and 16: shareholder meetings must timely pr
Page 17 and 18: (3)(4)Each non-employee director ex
Page 19 and 20: Annual Incentive CompensationThe an
Page 21 and 22: strategic initiatives. His annual i
Page 23 and 24: (6)respectively; for Mr. Peterson,
Page 25 and 26: compensation program. The cash awar
Page 27 and 28: STOCK PERFORMANCE GRAPHThe followin
Page 29 and 30: The Board of Directors recommends t
Page 31 and 32: waive in whole or in part any or al
Page 33 and 34: obligations under the plan are cond
Page 35 and 36: Beneficial Ownership of Directors,
Page 37 and 38: (2)(3)This information is based on
Page 39 and 40: Auditor FeesErnst & Young LLP serve
Page 41 and 42: ‘‘If you believe that one-year
Page 43 and 44: APPENDIX AI. PurposePIPER JAFFRAY C
Page 45 and 46: under ‘‘Management’s Discussi
Page 47 and 48: APPENDIX BSECTION 1. PurposePIPER J
Page 49 and 50: (z) ‘‘Rule 16b-3’’ means Ru
Page 51 and 52: shares subject to outstanding Stock
Page 53: (d) Performance Awards. The Committ
Page 57 and 58: SECTION 10. General Provisions(a) N
Page 59 and 60: SECTION 11. Effective Date of PlanU
show all

You are cordially invited to join us for our 2006 annual ... - Piper Jaffray

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?