All options to be issued to non-employee directors under the Non-Employee Director Plan are
non-qualified options for federal income tax purposes and have an exercise price equal to the fair market value of a share of common stock as of the date of the annual meeting upon which such option is granted. All options have a ten-year term and
are subject to a one-year vesting schedule. Generally, unless the Non-Employee Director Plan administrator otherwise
provides, options are non-transferable other than by will or the laws of descent and distribution. At the time of any merger, consolidation, reorganization, recapitalization, stock dividend, stock split, or other change in the corporate structure or
capitalization affecting the Company’s common stock, the Non-Employee Director Plan administrator will make appropriate adjustments to the exercise price, number and kind of shares to be issued under the Non-Employee Director Plan and any
outstanding options. The Board of Directors has the authority to amend, modify, suspend or terminate the Non-Employee Director Plan at any time. Directors who are also employees of the Company or any of its subsidiaries receive no remuneration for serving as directors or Committee members.
Security Ownership of Certain Beneficial Owners and Management The
following table sets forth as of April 13, 2012, certain information regarding the beneficial ownership of the Company’s Common Stock by (i) each person who is known to the Company to beneficially own more than 5% of the Common Stock,
(ii) each of the Directors and named executive officers of the Company individually and (iii) the Directors and executive officers of the Company as a group. The information contained in this table reflects “beneficial ownership”
as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and, as such, also includes shares acquirable within 60 days. Unless otherwise indicated, the stockholders identified in this table have sole
voting and investment power with respect to the shares owned of record by them.
|
|
|
|
|
|
|
|
|
| Name and Address of Beneficial Owner |
|
Number
of Shares |
|
|
Percent (1) |
|
|
|
|
| Austin W. Marxe and David M. Greenhouse (2)
527 Madison Avenue, Suite 2600
New York, NY 10022 |
|
|
2,441,165 |
|
|
|
19.1 |
% |
| Blackrock Inc. (3)
40 East 52nd Street
New York, NY 10022 |
|
|
712,135 |
|
|
|
5.6 |
% |
| Renaissance Technologies LLC (4)
800 Third Avenue
New York, NY 10022 |
|
|
704,539 |
|
|
|
5.5 |
% |
| Gilder, Gagnon, Howe & Co. LLC (5)
3 Columbus Circle, 26th Floor
New York, NY 10019 |
|
|
666,524 |
|
|
|
5.2 |
% |
| Mark C. Layton (6) |
|
|
262,750 |
|
|
|
2.0 |
% |
| Thomas J. Madden (6) |
|
|
149,833 |
|
|
|
1.2 |
% |
| Michael C. Willoughby (6) |
|
|
133,712 |
|
|
|
1.0 |
% |
| Cindy Almond (6) |
|
|
96,575 |
|
|
|
* |
|
| Timothy M. Murray (6) |
|
|
71,721 |
|
|
|
* |
|
| James F. Reilly (6) |
|
|
59,661 |
|
|
|
* |
|
| David I. Beatson (6) |
|
|
51,533 |
|
|
|
* |
|
| Dr. Neil W. Jacobs (6) |
|
|
39,215 |
|
|
|
* |
|
| All directors and executive officers as a group (8 persons) (7) |
|
|
865,000 |
|
|
|
6.4 |
% |
| * |
Represents less than 1% |
| (1) |
This table is based on 12,781,259 shares of Common Stock outstanding on April 13, 2012. |
16
|