x
|
Preliminary
Proxy Statement
|
¨
|
Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|
¨
|
Definitive
Proxy Statement
|
¨
|
Definitive
Additional Materials
|
¨
|
Soliciting
Material Pursuant to
§240.14a-12
|
x
|
No
fee required.
|
¨
|
Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
|
(1)
|
Title
of each class of securities to which transaction
applies:
|
(2)
|
Aggregate
number of securities to which transaction
applies:
|
(3)
|
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was
determined):
|
(4)
|
Proposed
maximum aggregate value of
transaction:
|
(5)
|
Total
fee paid:
|
¨
|
Fee
paid previously with preliminary
materials.
|
¨
|
Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its
filing.
|
(1)
|
Amount
Previously Paid:
|
(2)
|
Form,
Schedule or Registration Statement
No.:
|
(3)
|
Filing
Party:
|
(4)
|
Date
Filed:
|
|
1.
|
To
elect four directors;
|
|
2.
|
To
approve our 2009 Stock Incentive
Plan;
|
|
3.
|
To
approve a program permitting eligible employees to exchange certain
outstanding stock options for a lesser number of stock options with a
lower exercise price;
|
|
4.
|
To
ratify the appointment of Armanino McKenna LLP as the Company’s
independent registered public accounting firm for fiscal year 2010;
and
|
|
5.
|
To
transact such other business as may properly come before the Annual
Meeting and any postponement or adjournment of the Annual
Meeting.
|
IMPORTANT:
Notice Regarding the
Availability of Proxy Materials for the Shareholder
Meeting
to
be held on July 30, 2009
The
Proxy Statement, along with the proxy card, and 2009 Annual Report to
Shareholders are available on the website at
http://phx.corporate-ir.net/phoenix.zhtml?c=110380&p=irol-proxy
|
Q:
|
Why
did you provide me this Proxy
Statement?
|
Q:
|
Who
can vote at the Annual Meeting?
|
Q:
|
How
many votes do I have?
|
Q:
|
Can
I cumulate my votes?
|
Q:
|
What
is the quorum requirement?
|
Q:
|
What
is a broker non-vote?
|
Q:
|
How
are votes counted?
|
Q:
|
What
if I submit a proxy card but do not make specific
choices?
|
Q:
|
How
many votes are needed to approve each
proposal?
|
|
Ÿ
|
For
the election of directors, the four nominees receiving the most “For”
votes (among the votes properly cast in person or by proxy) will be
elected as directors to serve until the next annual meeting of
shareholders and/or until their successors are duly elected and
qualified. Abstentions will have no effect on the outcome of
the election of candidates for director. Additionally, the election of
directors is a matter on which a broker or other nominee is generally
empowered to vote, and therefore no broker non-votes are expected to exist
with respect to the election of directors. Should any nominee(s) become
unavailable to serve before the Annual Meeting, the proxies will be voted
by the proxy holders for such other person(s) as may be designated
by our Board of Directors or for such lesser number of nominees as
may be prescribed by the Board of Directors. Votes cast for the election
of any nominee who has become unavailable will be
disregarded.
|
|
Ÿ
|
To
be approved, the 2009 Stock Incentive Plan (Proposal Two) and the program
permitting employees to exchange certain outstanding stock options for a
lesser number of stock options with a lower exercise price (Proposal
Three) each requires a vote that satisfies two criteria: (i) the
affirmative vote must constitute a majority of the voting power present or
represented by proxy and
voting, and (ii) the affirmative vote must constitute a
majority of the voting power required to constitute the quorum. For
purposes of these proposals, abstentions and broker non-votes will not
affect the outcome under clause (i), which recognizes only actual votes
cast. However, abstentions and broker non-votes will affect the outcome
under clause (ii) if the number of affirmative votes, though a
majority of the votes represented and cast, does not constitute a majority
of the voting power required to constitute a quorum. Proposal Two and
Proposal Three are matters on which a broker or other nominee is generally
not empowered to vote using discretion; and therefore, abstentions and
broker non-votes may exist with respect to these two
proposals. Accordingly, we urge you to provide any necessary
voting instructions to your broker or nominee if you hold your shares in
street name in order for your votes to be considered for these
proposals.
|
|
Ÿ
|
To
be approved, the ratification of the appointment Armanino McKenna LLP as
our independent registered public accounting firm for fiscal 2010 also
requires a vote that satisfies two criteria: (i) the affirmative vote
must constitute a majority of the voting power present or represented by
proxy and voting,
and (ii) the affirmative vote must constitute a majority of the
voting power required to constitute the quorum. For purposes of this
proposal, abstentions and broker non-votes will not affect the outcome
under clause (i), which recognizes only actual votes cast. However,
abstentions and broker non-votes will affect the outcome under
clause (ii) if the number of affirmative votes, though a majority of
the votes represented and cast, does not constitute a majority of the
voting power required to constitute a quorum. The ratification of the
appointment of the independent registered public accounting firm for
fiscal 2010 is a matter on which a broker or other nominee is generally
empowered to vote; and therefore, no broker non-votes are expected to
exist with respect to this
proposal.
|
Q:
|
What
are the Board of Directors’
recommendations?
|
|
Ÿ
|
“FOR”
election of each of the nominated
directors;
|
|
Ÿ
|
“FOR”
the adoption of our 2009 Stock Incentive
Plan;
|
|
Ÿ
|
“FOR”
the approval of the program permitting eligible employees to exchange
certain outstanding stock options for a lesser number of stock options
with a lower exercise price; and
|
|
Ÿ
|
“FOR”
ratification of the appointment Armanino McKenna LLP as our independent
registered public accounting firm for fiscal
2010.
|
Q:
|
May
I revoke my proxy?
|
|
Ÿ
|
you
may deliver a written notice of revocation to our Secretary at 1778
McCarthy Blvd., Milpitas, California
95035;
|
|
Ÿ
|
you
may submit another properly completed proxy bearing a later date;
or
|
|
Ÿ
|
you
may attend the Annual Meeting and vote in
person.
|
Q:
|
How
are proxies solicited?
|
Q:
|
What
if I receive more than one proxy card or voting instruction
form?
|
Q:
|
Who
should I call if I have any
questions?
|
Name
|
Age
|
Position(s) with the
Company
|
Thinh
Q. Tran
|
55
|
President,
Chief Executive Officer and Director
|
William
J. Almon (1)(2)(3)
|
76
|
Director
|
Julien
Nguyen (1)(2)(3)
|
52
|
Director
|
Lung
C. Tsai (1)(2)(3)
|
61
|
Director
|
Compensation
Committee
|
Audit
Committee
|
Nominating and Corporate
Governance
Committee
|
William
J. Almon
|
William
J. Almon*
|
William
J. Almon
|
Julien
Nguyen
|
Julien
Nguyen
|
Julien
Nguyen*
|
Lung
C. Tsai*
|
Lung
C. Tsai
|
Lung
C. Tsai
|
Director
|
Fees
Earned or Paid in Cash
($)(1)
|
Option
Awards
($)(2)(3)
|
Total
($)
|
|||||||||
William
J. Almon
|
$ | 25,000 | $ | 68,229 | $ | 93,229 | ||||||
Julien
Nguyen
|
25,000 | 56,400 | 81,400 | |||||||||
Lung
C. Tsai
|
25,000 | 68,229 | 93,229 |
(1)
|
The
amounts listed under “Fees Earned or Paid in Cash” is based on actual
payments made to our non-employee directors, which consisted of the
standard board retainer fee of $20,000 per year, which was increased
effective at the beginning of our last fiscal quarter in fiscal 2009 to an
annual retainer of $40,000 per year (paid
quarterly).
|
(2)
|
Amounts
in this column represent the compensation cost of stock option awards
recognized during fiscal 2009 for the stock option awards
granted. The stock option awards granted prior to fiscal 2008
have been accounted for using the intrinsic value measurement provisions
of APB No. 25 and the stock option awards granted in fiscal 2008 have been
calculated in accordance with SFAS No. 123R (“SFAS 123R”) using
the Black-Scholes option pricing model which utilizes certain assumptions
outlined in the footnotes to the Company’s financial statements included
in the Company’s Annual Report on Form 10-K for the year ended January 31,
2009.
|
(3)
|
The
grant date fair value of each stock option award reflected in this column,
computed in accordance with SFAS 123R, was as follows: Mr. Almon $347,342,
Mr. Nguyen $312,762 and Mr. Tsai $341,711. The following number
of option awards were held by each director and outstanding as of January
31, 2009: Mr. Almon 10,000 shares, Mr. Nguyen 26,875 shares and Mr. Tsai
30,000 shares.
|
|
Ÿ
|
Continued broad-based
eligibility for equity awards. We grant stock options to
substantially all of our employees. By doing so, we link employee
interests with shareholder interests throughout the organization and
motivate our employees to act as owners of the
business.
|
|
Ÿ
|
Shareholder approval is
required for additional shares. The 2009 Plan does not contain an
annual “evergreen” provision. The 2009 Plan authorizes a fixed number of
shares, so that shareholder approval is required to issue any additional
shares.
|
|
Ÿ
|
Limited share
counting. Full value awards such as restricted stock or
restricted stock units reduce the pool of shares available at a rate of
1.3 shares for every one share issued under such an
award.
|
|
Ÿ
|
Repricing is not allowed
without prior shareholder approval. The 2009 Plan prohibits the
downward repricing of stock options without prior shareholder
approval.
|
|
Ÿ
|
Submission of 2009 Plan
amendments to shareholders. The 2009 Plan requires shareholder
approval for amendments to the 2009 Plan to the extent required by
applicable laws, regulations or
rules.
|
|
Ÿ
|
3,000,000
shares; plus
|
|
Ÿ
|
the
additional number of shares that are subject to any stock awards
outstanding under the 2001 Plan that may become available for grant under
the 2009 Plan if they expire or terminate for any reason prior to exercise
or settlement under the 2001 Plan up to a maximum of 1,000,000
shares.
|
|
Ÿ
|
cash
flow;
|
|
Ÿ
|
earnings
per share;
|
|
Ÿ
|
earnings
before interest, taxes and
amortization;
|
|
Ÿ
|
return
on equity;
|
|
Ÿ
|
total
shareholder return;
|
|
Ÿ
|
share
price performance;
|
|
Ÿ
|
return
on capital;
|
|
Ÿ
|
return
on assets or net assets;
|
|
Ÿ
|
revenue;
|
|
Ÿ
|
income
or net income;
|
|
Ÿ
|
operating
income or net operating income;
|
|
Ÿ
|
operating
profit or net operating profit;
|
|
Ÿ
|
operating
margin or profit margin;
|
|
Ÿ
|
return
on operating revenue;
|
|
Ÿ
|
return
on invested capital; or
|
|
Ÿ
|
market
segment shares.
|
Number
of
|
|
Name and
Position
|
Options
(#)(1)
|
All
current executive officers as a group (5 persons)
|
367,500
|
All
current non-employee directors as a group (3 persons)
|
15,000
|
All
employees and consultants, including current officers who are not
executive officers, as a group
|
953,406
|
PROPOSAL
3
|
Prior
to Exchange
|
After
|
||
(rounded)*
|
Exchange*
|
||
Shares
Available For Grant
|
3,000,000
|
3,000,000
|
|
Stock
Options Outstanding
|
4,596,088
|
4,319,085
|
|
Weighted
Average Exercise Price
|
$16.55
|
$12.35
|
|
Weighted
Average Remaining Term
|
7.31
years
|
7.44
years
|
|
Total
Outstanding
|
26,607,877
|
26,607,877
|
Ÿ
|
Members
of our Board of Directors;
|
Ÿ
|
Our
named executive officers; and
|
Ÿ
|
Employees
located in countries where we determine that it is neither practical nor
desirable to offer the Program.
|
Weighted
Average
|
||||||||||||||||||||||
Weighted
Average
|
Remaining
|
Proposed
|
||||||||||||||||||||
Exercise
Price
|
Outstanding
Options
|
Exercise
Price
|
Life
in Years*
|
Exchange
Ratio
|
New
Options
|
|||||||||||||||||
$ | 20.25 | 49,000 | $ | 20.25 | 8.8 |
1.5
|
32,667
|
|||||||||||||||
$ | 23.45 | 115,912 | $ | 23.45 | 8.69 |
1.5
|
77,275
|
|||||||||||||||
$ | 25.70 | 29,200 | $ | 25.70 | 7.55 |
1.5
|
19,467
|
|
||||||||||||||
$ | 27.83 | 16,000 | $ | 27.83 | 7.8 |
1.5
|
10,667
|
|||||||||||||||
$ | 31.57 | 147,500 | $ | 31.57 | 8.05 |
1.5
|
98,333
|
|||||||||||||||
$ | 45.83 | 473,400 | $ | 45.83 | 8.31 |
1.5
|
315,600
|
|||||||||||||||
Total
|
831,012 | $ | 37.62 | 8.31 |
554,009
|
2009
|
2008
|
|||||||
Audit
fees (1)
|
$ | 1,766,000 | $ | 2,076,000 | ||||
Audit-related
fees (2)
|
— | 301,000 | ||||||
Tax
fees (3)
|
402,000 | 299,000 | ||||||
Total
|
$ | 2,168,000 | $ | 2,676,000 |
(1)
|
Audit
fees represent fees for professional services provided in connection with
their audit of the Company’s consolidated financial statements, their
audit of management’s assessment of the effectiveness of internal control
over financial reporting and the effectiveness of internal control over
financial reporting, reviews of the consolidated financial statements
included in its quarterly reports on Form 10-Q and related statutory
and regulatory filings.
|
(2)
|
The
audit-related fees as of the year ended February 2, 2008 were for services
related to Company’s registration statement on Form S-1, that are not
included in the “audit fees”.
|
(3)
|
Tax
fees represent fees for professional services related to tax compliance,
tax advice and tax planning.
|
|
Ÿ
|
Attract and retain highly
qualified talent. We compete for talented executives
with leading technology companies worldwide along with both technology
start-ups and established businesses. Our compensation programs
allow us to attract and retain dynamic, experienced people who are
motivated by the challenges and opportunities of growing our
business.
|
|
Ÿ
|
Align the interests of our
executives with stockholders. We believe our programs
should reward our executive officers for contributions to increase our
shareholder value.
|
|
Ÿ
|
Manage resources
efficiently. Employee compensation is a significant
expense for us. We strive to manage our compensation programs
to balance our need to reward and retain executives with preserving
stockholder value.
|
|
Ÿ
|
Base
salary. The Committee believes that base salary should
provide executives with a predictable income sufficient to attract and
retain strong talent in a competitive marketplace. We generally
set executive base salaries at levels that we believe enable us to hire
and retain individuals in a competitive
environment.
|
|
Ÿ
|
Equity
Awards. The Committee believes that long-term equity
incentives, such as stock options that vest over a period of time, focus
executives on increasing long-term shareholder value and are key retention
devices for executives through use of multi-year vesting
periods.
|
|
Ÿ
|
Discretionary Cash Bonus
Awards. Our Committee has historically awarded cash
bonuses on occasion in recognition of strong company performance or to
reward significant individual contributions. Historically, our
Committee has retained the discretion to determine individual cash bonus
awards after the completion of a fiscal
year.
|
|
Ÿ
|
General
Benefits. We provide generally competitive benefits
packages, such as medical, life and disability insurance, to our
executives on the same terms as our other
employees.
|
Actel
Corp.
|
Advanced
Energy Inds Inc.
|
Anadigics
Inc.
|
Applied
Micro Circuits Corp.
|
Asyst
Technologies Inc.
|
Atheros
Communications, Inc.
|
Atmi
Inc.
|
Axcelis
Technologies Inc.
|
Cabot
Microelectronics Corp.
|
Cirrus
Logic Inc.
|
Cohu
Inc.
|
Diodes
Inc.
|
DSP
Group Inc.
|
Emcore
Corp.
|
Formfactor
Inc.
|
Hittie
Microwave Corp.
|
Integrated
Silicon Solution Inc.
|
Ixys
Corp.
|
Lattice
Semiconductor Corp.
|
Mattson
Technology Inc.
|
Micrel
Inc.
|
Microsemi
Corp.
|
Mindspeed
Technologies, Inc.
|
Monolithic
Power Systems, Inc.
|
Photronics
Inc.
|
PMC
Sierra Inc.
|
Power
Integrations Inc.
|
Rambus
Inc.
|
Rudolph
Technologies Inc.
|
Semitool
Inc.
|
Semtech
Corp.
|
Silicon
Image Inc.
|
Silicon
Laboratories Inc.
|
Silicon
Storage Technology
|
SiRF
Technology Holdings Inc.
|
Standard
Microsystems Corp
|
Tessera
Technologies Inc.
|
Trident
Microsystems Inc.
|
Triquent
Semiconductor Inc.
|
Ultra
Clean Holdings Inc.
|
Veeco
Instruments Inc.
|
Zoran
Corp.
|
FISCAL
2009 SUMMARY COMPENSATION TABLE
|
Name
and Principal Position
|
Fiscal
Year
|
Salary
($)
|
Bonus
($)
|
Option
Awards ($)(1)
|
Non-Equity
Incentive Plan Compensation
|
All
Other Compensation ($)
|
Total
($)
|
|||||||
Thinh
Q. Tran
|
2009
|
547,500
|
—
|
2,924,490
|
—
|
23,021
|
(2)
|
3,495,011
|
||||||
President
and Chief Executive Officer
|
2008
|
420,538
|
100,000
|
740,456
|
—
|
21,583
|
(3)
|
1,282,577
|
||||||
2007
|
350,000
|
35,000
|
709,639
|
—
|
10,000
|
(4)
|
1,104,639
|
|||||||
Thomas
E. Gay III
|
2009
|
258,827
|
—
|
446,048
|
—
|
8,256
|
(5)
|
713,131
|
||||||
Chief
Financial Officer and Secretary
|
2008
|
165,385
|
(6)
|
25,000
|
(7)
|
295,674
|
—
|
433
|
(8)
|
486,492
|
||||
2007
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||
David
Lynch
|
2009
|
180,945
|
(9)
|
—
|
181,014
|
—
|
48,138
|
(10)
|
410,097
|
|||||
Senior
Vice President, Worldwide Sales
|
2008
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||
2007
|
—
|
—
|
—
|
—
|
—
|
—
|
||||||||
Jacques
Martinella
|
2009
|
258,827
|
—
|
267,166
|
—
|
6,289
|
(11)
|
532,282
|
||||||
Vice
President, Engineering
|
2008
|
242,008
|
—
|
161,322
|
—
|
962
|
(8)
|
404,292
|
||||||
2007
|
223,549
|
—
|
148,048
|
—
|
—
|
371,597
|
||||||||
Kenneth
Lowe
|
2009
|
207,062
|
—
|
234,347
|
—
|
4,980
|
(12)
|
446,389
|
||||||
Vice
President, Strategic Marketing
|
2008
|
192,597
|
—
|
139,029
|
—
|
308
|
(8)
|
331,934
|
||||||
2007
|
177,844
|
—
|
126,176
|
—
|
—
|
304,020
|
(1)
|
Amounts
listed in this column represent the compensation expense of option awards
recognized by the Company, before forfeitures, under FAS 123R for the
corresponding fiscal year, rather than amounts paid to or realized by the
named individual, and includes expense recognized in the corresponding
fiscal year for awards granted prior to such year. Please
refer to the footnotes to our consolidated financial statements in our
2008 Annual Report on Form 10-K and 2007 Annual Report on Form 10-K for
the underlying assumptions for this expense. There can be no
assurance that options will be exercised (in which case no value will be
realized by the individual) or that the value on exercise will approximate
the compensation expense recognized by
us.
|
(2)
|
Represents
$15,000 paid for annual retainer for services on the Board of Directors,
$6,007 for 401K match and $2,014 for group term life
insurance. As of October 28, 2008, Mr. Tran was no longer paid
additional compensation for serving on the board of
directors.
|
(3)
|
Represents
$20,000 paid for annual retainer for services on the Board of Directors
and $1,583 for 401K match.
|
(4)
|
Represents
$10,000 paid for annual retainer for services on the Board of Directors
and no 401K match was paid in fiscal
2007.
|
(5)
|
Represents
$5,164 paid for 401K match and $3,092 for group term life
insurance.
|
(6)
|
Mr.
Gay joined us as our Chief Financial Officer on June 1,
2007.
|
(7)
|
Represents
amount paid as sign on bonus in connection with Mr. Gay’s acceptance of
employment with us.
|
(8)
|
Represents
amount paid as 401K match.
|
(9)
|
Mr.
Lynch became our Senior Vice President of Sales and Marketing on September
1, 2008.
|
(10)
|
Represents
$3,947 paid for Registered Retirement Savings Plan match and $290 for
group term life insurance.
|
(11)
|
Represents
$5,212 paid for 401K match and $1,078 for group term life
insurance.
|
(12)
|
Represents
$3,903 paid for 401K match and $1,078 for group term life
insurance.
|
Estimated
Future Payouts under Non-Equity Incentive Plan Awards
|
All
Other Option Awards: Number of Securities Underlying
Options
|
Exercise
or Base Price of Option Awards
|
Grant
Date Fair Value of Stock and Option Awards
|
|||||||||||||||||||||||
Name
|
Grant
Date
|
Threshold
|
Target
|
Maximum
|
(#)(1)
|
($/Sh)
|
(2)
|
|||||||||||||||||||
Thinh
Q. Tran
|
11/3/2008
|
— | — | — | 87,500 | $ | 10.87 | $ | 581,884 | |||||||||||||||||
President
and Chief Executive Officer
|
2/11/2008
|
— | — | — | 100,000 | $ | 41.58 | $ | 2,716,220 | |||||||||||||||||
Thomas
E. Gay III.
|
11/3/2008
|
— | — | — | 30,000 | $ | 10.87 | $ | 199,503 | |||||||||||||||||
Chief
Financial Officer and Secretary
|
||||||||||||||||||||||||||
David
Lynch
|
11/3/2008
|
— | — | — | 100,000 | $ | 10.87 | $ | 665,010 | |||||||||||||||||
Senior
Vice President, Worldwide Sales
|
||||||||||||||||||||||||||
Jacques
Martinella
|
11/3/2008
|
— | — | — | 30,000 | $ | 10.87 | $ | 199,503 | |||||||||||||||||
Vice
President, Engineering
|
||||||||||||||||||||||||||
Kenneth
Lowe
|
11/3/2008
|
— | — | — | 20,000 | $ | 10.87 | $ | 133,002 | |||||||||||||||||
Vice
President, Strategic Marketing
|
(1)
|
All
options listed are exercisable as to 20% of the shares on the first
anniversary of the grant date, with the remaining shares vesting ratably
each month thereafter over the following four years, except for Mr. Tran’s
grant on February 11, 2009 that vested in full on the date of grant. The
option has a term of ten years, subject to earlier termination in certain
events relating to termination of
employment.
|
(2)
|
The
grant date fair value was determined under FAS 123R for financial
reporting purposes. Please refer to the footnotes to our consolidated
financial statements in our 2009 Annual Report on Form 10-K for the
underlying assumptions for this expense. There can be no
assurance that options will be exercised (in which case no value will be
realized by the individual) or that the value on exercise will approximate
the compensation expense recognized by
us.
|
Number
of
|
Number
of Securities
|
|||||||||||
Securities
Underlying
|
Underlying
|
|||||||||||
Unexercised
Options
|
Unexercised
Options
|
|||||||||||
(#)
|
(#)
|
Option
Exercise
|
Option
Expiration
|
|||||||||
Name
|
Exercisable
|
Unexercisable
|
Price
($)
|
Date
(1)
|
||||||||
Thinh
Q. Tran
|
45,833
|
—
|
$
|
3.50
|
5/31/2010
|
|||||||
President
and Chief Executive Officer
|
31,667
|
—
|
$
|
1.25
|
11/7/2011
|
|||||||
40,986
|
—
|
$
|
1.69
|
10/18/2012
|
||||||||
44,000
|
—
|
$
|
3.40
|
2/20/2013
|
||||||||
2,500
|
(2)
|
17,500
|
(2)
|
$
|
5.43
|
3/15/2010
|
||||||
2,500
|
(3)
|
52,500
|
(3)
|
$
|
9.89
|
(9)
|
||||||
58,000
|
(4)
|
62,000
|
(4)
|
$
|
11.06
|
8/25/2016
|
||||||
100,000
|
(5)
|
—
|
$
|
41.58
|
2/11/2018
|
|||||||
—
|
87,500
|
(6)
|
$
|
10.87
|
11/3/2018
|
|||||||
Thomas
E. Gay, III
|
38,000
|
(7)
|
82,000
|
(7)
|
$
|
28.63
|
6/1/2017
|
|||||
Chief
Financial Officer
|
—
|
30,000
|
(6)
|
$
|
10.87
|
11/3/2018
|
||||||
David
Lynch
|
—
|
100,000
|
(6)
|
$
|
10.87
|
11/3/2018
|
||||||
Senior
Vice President, Worldwide Sales
|
||||||||||||
Jacques
Martinella
|
20,000
|
—
|
$
|
5.75
|
11/1/2009
|
|||||||
Vice
President, Engineering
|
22,916
|
—
|
$
|
3.50
|
5/31/2010
|
|||||||
1,000
|
—
|
$
|
1.69
|
10/18/2012
|
||||||||
9,166
|
—
|
$
|
3.40
|
2/20/2013
|
||||||||
500
|
(2)
|
3,500
|
(2)
|
$
|
5.43
|
3/15/2010
|
||||||
6,500
|
(3)
|
10,500
|
(3)
|
$
|
9.89
|
(10)
|
||||||
14,499
|
(4)
|
15,501
|
(4)
|
$
|
11.06
|
8/25/2016
|
||||||
5,133
|
(8)
|
16,867
|
(8)
|
$
|
45.83
|
11/5/2017
|
||||||
—
|
30,000
|
(6)
|
$
|
10.87
|
11/3/2018
|
|||||||
Kenneth
Lowe
|
10,000
|
—
|
$
|
3.50
|
5/31/2010
|
|||||||
Vice
President, Strategic Marketing
|
834
|
—
|
$
|
3.40
|
3/15/2009
|
|||||||
5,417
|
(2)
|
2,917
|
(2)
|
$
|
5.43
|
(11)
|
||||||
5,416
|
(3)
|
8,751
|
(3)
|
$
|
9.89
|
(12)
|
||||||
12,082
|
(4)
|
12,918
|
(4)
|
$
|
11.06
|
8/25/2016
|
||||||
4,666
|
(8)
|
15,334
|
(8)
|
$
|
45.83
|
11/5/2017
|
||||||
—
|
20,000
|
(6)
|
$
|
10.87
|
11/3/2018
|
(1)
|
Except
as otherwise noted, the options have a term of 10 years, subject to
earlier termination in certain events relating to termination of
employment.
|
(2)
|
Exercisable
as to 20% of the shares on the first anniversary of 8/9/04, with the
remaining shares vesting ratably each month thereafter over the following
four years.
|
(3)
|
Exercisable
as to 20% of the shares on the first anniversary of 10/28/05, with the
remaining shares vesting ratably each month thereafter over the following
four years.
|
(4)
|
Exercisable
as to 20% of the shares on the first anniversary of 8/25/06, with the
remaining shares vesting ratably each month thereafter over the following
four years.
|
(5)
|
The
option was fully vested and fully exercisable on the date of grant,
February 11, 2008.
|
(6)
|
Exercisable
as to 20% of the shares on the first anniversary of 11/3/08, with the
remaining shares vesting ratably each month thereafter over the following
four years.
|
(7)
|
Exercisable
as to 20% of the shares on the first anniversary of
6/1/07, with the remaining shares vesting ratably each month
thereafter over the following four
years.
|
(8)
|
Exercisable
as to 20% of the shares on the first anniversary of 11/5/07, with the
remaining shares vesting ratably each month thereafter over the following
four years.
|
(9)
|
30,000
shares underlying this option expire on 3/15/10. 25,000 shares
underlying this option expire on
3/15/11.
|
(10)
|
6,000
shares underlying this option expire on 3/15/09. 6,000 shares
underlying this option expire on 3/15/10. 5,000 shares
underlying this option expire on
3/15/11.
|
(11)
|
5,000
shares underlying this option expire on 3/15/09. 3,334 shares
underlying this option expire on
3/15/10.
|
(12)
|
5,000
shares underlying this option expire on 3/15/09. 5,000 shares
underlying this option expire on 3/15/10. 4,167 shares
underlying this option expire on
3/15/11.
|
Option
Awards
|
||||||||
Name
|
Number
of Shares Acquired on Exercise (#)
|
Value
Realized on Exercise ($)(1)
|
||||||
Thinh
Q. Tran
|
221,240 | 6,477,005 | ||||||
President
and Chief Executive Officer
|
||||||||
Thomas
E. Gay III.
|
— | — | ||||||
Chief
Financial Officer and Secretary
|
||||||||
David
Lynch
|
— | — | ||||||
Senior
Vice President, Worldwide Sales
|
||||||||
Jacques
Martinella
|
29,168 | 808,166 | ||||||
Vice
President, Engineering
|
||||||||
Kenneth
Lowe
|
6,833 | 105,747 | ||||||
Vice
President, Strategic Marketing
|
______________ | |
(1)
|
The
aggregate dollar value realized upon the exercise of an option represents
the difference between the market price of the underlying shares on the
date of exercise as measured by the closing price on The NASDAQ Global
Market and the exercise price of the option, multiplied by the number of
shares exercised.
|
Name
|
Number of
Options
|
|||
Thinh
Q. Tran
|
219,500 | |||
President
and Chief Executive Officer
|
||||
Thomas
E. Gay, III
|
112,000 | |||
Chief
Financial Officer
|
||||
David
Lynch
|
100,000 | |||
Senior
Vice President, Worldwide Sales
|
||||
Jacques
Martinella
|
76,368 | |||
Vice
President, Engineering
|
||||
Kenneth
Lowe
|
59,920 | |||
Vice
President of Strategic Marketing
|
Name
and Address of Beneficial Owner
|
Shares
Beneficially Owned(1)
|
Percentage
Beneficially Owned
|
||
5%
Shareholder
|
||||
Morgan
Stanley (2)
|
2,177,833
|
8.2%
|
||
Royce
& Associates, LLC (3)
|
2,781,696
|
10.5%
|
||
Named
Executive Officers, Directors and Nominees for Director
|
||||
Thinh
Q. Tran (4)
|
869,279
|
3.3%
|
||
Thomas
E. Gay III (5)
|
51,000
|
*
|
||
David
Lynch
|
—
|
*
|
||
Jacques
Martinella (6)
|
106,264
|
*
|
||
Kenneth
Lowe (7)
|
35,498
|
*
|
||
William
J. Almon (8)
|
98,297
|
*
|
||
Julien
Nguyen (9)
|
28,475
|
*
|
||
Lung
C. Tsai (10)
|
30,000
|
*
|
||
All
directors and executive officers as a group (8 persons)
(11)
|
1,218,813
|
4.6%
|
*
|
Represents
less than 1% of our Common Stock.
|
(1)
|
The
persons named in the table have sole voting and investment power with
respect to all shares of Common Stock shown as beneficially owned by them,
subject to community property laws where applicable and the information
contained in the footnotes to this
table.
|
(2)
|
Based
on information contained in the Schedule 13G which was filed by this
stockholder pursuant to Section 13 of the Securities and Exchange Act of
1934, as amended, on February 17, 2009. The address of Morgan
Stanley is 1585 Broadway New York, NY
10036.
|
(3)
|
Based
on information contained in the Schedule 13G which was filed by this
stockholder pursuant to Section 13 of the Securities and Exchange Act of
1934, as amended, on January 30, 2009. 1414 Avenue of the
Americas, New York,
NY 10019
|
(4)
|
Includes
360,486 shares issuable upon exercise of outstanding options which were
exercisable at May 1, 2009 or within sixty (60) days thereafter; and
480,293 shares of Common Stock held by Thinh Q Tran’s family trust and
28,500 shares of Common Stock held by his three children’s trusts (9,500
shares each). Mr. Tran disclaims beneficial ownership of Common
Stock held by these trusts.
|
(5)
|
Includes
50,000 shares issuable upon the exercise of outstanding options which were
exercisable at May 1, 2009 or within sixty (60) days
thereafter.
|
(6)
|
Includes
82,548 shares issuable upon the exercise of outstanding options which were
exercisable at May 1, 2009 or within sixty (60) days
thereafter.
|
(7)
|
Includes
35,498 shares issuable upon the exercise of outstanding options which were
exercisable at May 1, 2009 or within sixty (60) days
thereafter.
|
(8)
|
Includes
10,000 shares issuable upon the exercise of outstanding options which were
exercisable at May 1, 2009 or within sixty (60) days
thereafter.
|
(9)
|
Includes
26,875 shares issuable upon the exercise of outstanding options which were
exercisable at May 1, 2008 or within sixty (60) days
thereafter.
|
(10)
|
Includes
30,000 shares issuable upon the exercise of outstanding options which were
exercisable at May 1, 2009 or within sixty (60) days
thereafter.
|
(11)
|
Includes
627,073 shares issuable upon the exercise of outstanding options held by
eight officers and directors which were exercisable at May 1, 2009 or
within sixty (60) days thereafter.
|
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 column
(a)(1)(2)(3)
|
||||||||||
Plan
Category
|
(a)
|
(b)
|
(c)
|
|||||||||
Equity
Compensation Plans approved by security holders
|
4,457,757 | $ | 17.50 | 164,810 | ||||||||
Equity
Compensation Plans not approved by security holders
|
— | — | — | |||||||||
Totals
|
4,457,757 | $ | 17.50 | 164,810 |
(1)
|
The
2001 Stock Plan contains a provision that automatically increases the
number of shares reserved for issuance on the first day of the Company’s
fiscal year of each succeeding year by the lesser of (i) 1,000,000 shares,
(ii) 4% of our outstanding Common Stock on the first day of the fiscal
year or (iii) the number of shares determined by the board of
directors. On February 1, 2009, the number of securities
remaining available for future issuance under equity compensation plans
increased by 1,000,000 shares.
|
(2)
|
The
2001 Employee Stock Purchase Plan contains a provision that automatically
increases the number of shares reserved for issuance on the first day of
the Company’s fiscal year of each succeeding year by the lesser of (i)
500,000 shares, (ii) 2% of our outstanding Common Stock on the first day
of the fiscal year or (iii) the number of shares determined by the board
of directors. On February 1, 2009, the number of securities
remaining available for future issuance under 2001 Employee Stock Purchase
Plan increased by 300,000 shares.
|
(3)
|
The
2003 Director Stock Option Plan was adopted to replace the predecessor
1994 Director Stock Option Plan which expired in fiscal
2005.
|
SECTION
1.
|
ESTABLISHMENT
AND PURPOSE.
|
1
|
|
SECTION
2.
|
DEFINITIONS.
|
1
|
|
(a)
|
“Affiliate”
|
1
|
|
(b)
|
“Award”
|
1
|
|
(c)
|
“Board
of Directors”
|
1
|
|
(d)
|
“Change
in Control”
|
1
|
|
(e)
|
“Code”
|
2
|
|
(f)
|
“Committee”
|
2
|
|
(g)
|
“Company”
|
2
|
|
(h)
|
“Consultant”
|
2
|
|
(i)
|
“Employee”
|
3
|
|
(j)
|
“Exchange
Act”
|
3
|
|
(k)
|
“Exercise
Price”
|
3
|
|
(l)
|
“Fair
Market Value”
|
3
|
|
(m)
|
“ISO”
|
3
|
|
(n)
|
“Nonstatutory
Option” or “NSO”
|
3
|
|
(o)
|
“Offeree”
|
3
|
|
(p)
|
“Option”
|
4
|
|
(q)
|
“Optionee”
|
4
|
|
(r)
|
“Outside
Director”
|
4
|
|
(s)
|
“Parent”
|
4
|
|
(t)
|
“Participant”
|
4
|
|
(u)
|
“Plan”
|
4
|
|
(v)
|
“Purchase
Price”
|
4
|
|
(w)
|
“Restricted
Share”
|
4
|
|
(x)
|
“Restricted
Share Agreement”
|
4
|
|
(y)
|
“Service”
|
4
|
|
(z)
|
“Share”
|
4
|
|
(aa)
|
“Stock”
|
4
|
|
(bb)
|
“Stock
Option Agreement”
|
4
|
|
(cc)
|
“Stock
Unit”
|
5
|
|
(dd)
|
“Stock
Unit Agreement”
|
5
|
|
(ee)
|
“Subsidiary”
|
5
|
|
(ff)
|
“Total
and Permanent Disability”
|
5
|
SECTION
3.
|
ADMINISTRATION.
|
5
|
|
(a)
|
Committee
Composition
|
5
|
|
(b)
|
Committee
for Non-Officer Grants
|
5
|
|
(c)
|
Committee
Procedures
|
5
|
|
(d)
|
Committee
Responsibilities
|
5
|
|
SECTION
4.
|
ELIGIBILITY.
|
7
|
|
(a)
|
General
Rule
|
7
|
|
(b)
|
Automatic
Grants to Outside Directors
|
7
|
|
(c)
|
Ten-Percent
Shareholders
|
8
|
|
(d)
|
Attribution
Rules
|
8
|
|
(e)
|
Outstanding
Stock
|
8
|
|
SECTION
5.
|
STOCK
SUBJECT TO PLAN.
|
8
|
|
(a)
|
Basic
Limitation
|
8
|
|
(b)
|
Award
Limitation
|
8
|
|
(c)
|
Additional
Shares
|
9
|
|
SECTION
6.
|
RESTRICTED
SHARES.
|
9
|
|
(a)
|
Restricted
Stock Agreement
|
9
|
|
(b)
|
Payment
for Awards
|
9
|
|
(c)
|
Vesting
|
9
|
|
(d)
|
Voting
and Dividend Rights
|
9
|
|
(e)
|
Restrictions
on Transfer of Shares
|
9
|
|
SECTION
7.
|
TERMS
AND CONDITIONS OF OPTIONS.
|
9
|
|
(a)
|
Stock
Option Agreement
|
10
|
|
(b)
|
Number
of Shares
|
10
|
|
(c)
|
Exercise
Price
|
10
|
|
(d)
|
Withholding
Taxes
|
10
|
|
(e)
|
Exercisability
and Term
|
10
|
|
(f)
|
Exercise
of Options
|
10
|
|
(g)
|
Effect
of Change in Control
|
10
|
|
(h)
|
No
Rights as a Shareholder
|
11
|
|
(i)
|
Modification,
Extension and Renewal of Options
|
11
|
|
(j)
|
Restrictions
on Transfer of Shares
|
11
|
|
(k)
|
Buyout
Provisions
|
11
|
|
SECTION
8.
|
PAYMENT
FOR SHARES.
|
11
|
|
(a)
|
General
Rule
|
11
|
|
(b)
|
Surrender
of Stock
|
11
|
(c)
|
Services
Rendered
|
12
|
|
(d)
|
Cashless
Exercise
|
12
|
|
(e)
|
Exercise/Pledge
|
12
|
|
(f)
|
Promissory
Note
|
12
|
|
(g)
|
Other
Forms of Payment
|
12
|
|
(h)
|
Limitations
under Applicable Law
|
12
|
|
SECTION
9.
|
STOCK
UNITS.
|
12
|
|
(a)
|
Stock
Unit Agreement
|
12
|
|
(b)
|
Payment
for Awards
|
12
|
|
(c)
|
Vesting
Conditions
|
12
|
|
(d)
|
Voting
and Dividend Rights
|
13
|
|
(e)
|
Form
and Time of Settlement of Stock Units
|
13
|
|
(f)
|
Death
of Recipient
|
13
|
|
(g)
|
Creditors’
Rights
|
13
|
|
SECTION
10.
|
ADJUSTMENT
OF SHARES.
|
13
|
|
(a)
|
Adjustments
|
13
|
|
(b)
|
Dissolution
or Liquidation
|
14
|
|
(c)
|
Reorganizations
|
14
|
|
(d)
|
Reservation
of Rights
|
14
|
|
SECTION
11.
|
DEFERRAL
OF AWARDS.
|
15
|
|
(a)
|
Committee
Powers
|
15
|
|
(b)
|
General
Rules
|
15
|
|
SECTION
12.
|
AWARDS
UNDER OTHER PLANS.
|
15
|
|
SECTION
13.
|
PAYMENT
OF DIRECTOR’S FEES IN SECURITIES.
|
15
|
|
(a)
|
Effective
Date
|
15
|
|
(b)
|
Elections
to Receive NSOs, Restricted Shares or Stock Units
|
16
|
|
(c)
|
Number
and Terms of NSOs, Restricted Shares or Stock Units
|
16
|
|
SECTION
14.
|
LEGAL
AND REGULATORY REQUIREMENTS.
|
16
|
|
SECTION
15.
|
WITHHOLDING
TAXES.
|
16
|
|
(a)
|
General
|
16
|
|
(b)
|
Share
Withholding
|
16
|
|
SECTION
16.
|
OTHER
PROVISIONS APPLICABLE TO AWARDS.
|
16
|
|
(a)
|
Transferability
|
16
|
|
(b)
|
Qualifying
Performance Criteria
|
17
|
|
SECTION
17.
|
NO
EMPLOYMENT RIGHTS.
|
17
|
|
SECTION
18.
|
DURATION
AND AMENDMENTS.
|
17
|
|
(a)
|
Term
of the Plan
|
18
|
(b)
|
Right
to Amend or Terminate the Plan
|
18
|
|
(c)
|
Effect
of Termination
|
18
|
|
SECTION
19.
|
EXECUTION.
|
19
|
SECTION
1.
|
ESTABLISHMENT
AND PURPOSE.
|
SECTION
2.
|
DEFINITIONS.
|
SECTION
3.
|
ADMINISTRATION.
|
SECTION
4.
|
ELIGIBILITY.
|
SECTION
5.
|
STOCK
SUBJECT TO PLAN.
|
SECTION
6.
|
RESTRICTED
SHARES.
|
SECTION
7.
|
TERMS
AND CONDITIONS OF OPTIONS.
|
SECTION
8.
|
PAYMENT
FOR SHARES.
|
SECTION
9.
|
STOCK
UNITS.
|
SECTION
10.
|
ADJUSTMENT
OF SHARES.
|
SECTION
11.
|
DEFERRAL
OF AWARDS.
|
SECTION
12.
|
AWARDS
UNDER OTHER PLANS.
|
SECTION
13.
|
PAYMENT
OF DIRECTOR’S FEES IN SECURITIES.
|
SECTION
14.
|
LEGAL
AND REGULATORY REQUIREMENTS.
|
SECTION
15.
|
WITHHOLDING
TAXES.
|
SECTION
16.
|
OTHER
PROVISIONS APPLICABLE TO AWARDS.
|
SECTION
17.
|
NO
EMPLOYMENT RIGHTS.
|
SECTION
18.
|
DURATION
AND AMENDMENTS.
|
SECTION
19.
|
EXECUTION.
|
SIGMA
DESIGNS, INC.
|
||
By
|
||
Name
|
||
Title
|