Interests of Directors and Officers. 17.1. Obligation to Account for Profits A director or senior officer who holds a disclosable interest (as that term is used in the Business Corporations Act) in a contract or transaction into which the Company has entered or proposes to enter is liable to account to the Company for any profit that accrues to the director or senior officer under or as a result of the contract or transaction only if and to the extent provided in the Business Corporations Act.
Interests of Directors and Officers transactions and arrangements ------------------------------------------------------------------ concerning the options. ---------------------- A list of our directors and executive officers is attached to this Offer to Exchange as Schedule A-1. As of November 5, 2001, our executive officers and directors (eleven (11) persons) as a group beneficially owned options outstanding under our 1996 Plan to purchase a total of 2,550,300 of our shares, which represented approximately 58.13% of the shares subject to all options outstanding under the 1996 Plan as of that date. As of November 5, 2001, our directors and executive officers, as a group, did not beneficially own any options outstanding under our 1996 Supplemental Plan. As of November 5, 2001, our directors and executive officers, as a group, beneficially owned options outstanding outside of the 1996 Plan and the 1996 Supplemental Plan to purchase a total of 982,880 of our shares, which represented approximately 57% of the shares subject to all options outstanding outside of the 1996 Plan and the 1996 Supplemental Plan. As of November 5, 2001, directors and executive officers, as a group, beneficially owned options outstanding under all of our stock plans and agreements to purchase a total of 3,532,880 of our shares, which represented approximately 24% of the shares subject to all options outstanding under the plans and agreements as of that date. These options to purchase our shares owned by directors and Section 16(b) officers are not eligible to be tendered in the offer. Name 1987 Out of Plan Options 1987 Stock Option Plan 1994 Director Option Plan Directors and Officers Outstanding % Ownership Outstanding % Ownership Outstanding % Ownership Options Options Options Gregory Ballard 0 0.00% 0 0.00% 51,000 16.94% Georg Blinn 0 0.00% 0 0.00% 0 0.00% Arthur D. Chadwick 0 0.00% 0,000 0.37% 0 0.00% Ajay Chopra 0 0.00% 00,000 9.44% 0 0.00% L. William Krause 0 0.00% 0 0.00% 50,000 16.61% John Lewis 0 0.00% 0 0.00% 65,000 21.59% William Loesch 0 0.00% 000,000 9.83% 0 0.00% Glenn Penisten 0 0.00% 0 0.00% 65,000 21.59% Mark Sanders 345,172 100.00% 000,000 10.75% 0 0.00% Charles J. Vaughan 0 0.00% 0 0.00% 65,000 21.59% Robert Wilson 0 0.00% 00,000 3.21% 0 0.00% -------------------------------------------------------------------------------------------------------- Total By Plan 345,172 100.00% 341,708 33.59% 296,000 98.34% Name 1996 Supplemental Stock Option Plan* 1996 Stock Option Plan* Total by Individual For All P...
Interests of Directors and Officers. Obligation to Account for Profits
Interests of Directors and Officers. Obligation to Account for Profits
16.1 A director or senior officer who holds a disclosable interest (as that term is used in the Act) in a contract or transaction into which the Company has entered or proposes to enter is liable to account to the Company for any profit that accrues to the director or senior officer under or as a result of the contract or transaction only if and to the extent provided in the Act.
16.2 A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter is not entitled to vote on any directors’ resolution to approve that contract or transaction, unless all the directors have a disclosable interest in that contract or transaction, in which case any or all of those directors may vote on such resolution.
Interests of Directors and Officers. Transactions and arrangements concerning the Options; Material agreements with directors and officers. Name Position and Offices Held
A. Xxxx Xxxxxxxx Chief Operating Officer Mxxx Xxx Executive Vice President of Strategy Pxxx X. Xxxxxx Executive Vice President, Acting Chief Financial Officer and General Counsel Rxxxxx X. Xxxxx Chairman of the Board of Directors Mxxx X. Xxxxx Directory and Secretary Rxxxxx X. Xxxxxx Director Pxxxx X. Xxxxxxxxx Director
Interests of Directors and Officers. Obligation to Account for Profits Restrictions on Voting by Reason of Interest Interested Director Counted in Quorum Disclosure of Conflict of Interest or Property
Interests of Directors and Officers. Neither we, nor any of our subsidiaries nor, to the best of our knowledge, any of our directors or executive officers, nor any affiliates of any of the foregoing, had any transactions in the Preferred Stock during the 60 business days prior to the date hereof. The table below sets forth the name and number of shares of Preferred Stock beneficially owned by our officers and directors.
Interests of Directors and Officers. 17.1 Obligation to Account for Profits 27 17.2 Restrictions on Voting by Reason of Interest 28 17.3 Interested Director Counted in Quorum 28 17.4 Disclosure of Conflict of Interest or Property 28 17.5 Director Holding Other Office in the Company 28 17.6 No Disqualification 28 17.7 Professional Services by Director or Officer 28 17.8 Director or Officer in Other Corporations 28 18.1 Meetings of Directors 29 18.2 Voting at Meetings 29 18.3 Chair of Meetings 29 18.4 Meetings by Telephone or Other Communications Medium 29 18.5 Calling of Meetings 30 18.6 Notice of Meetings 30 18.7 When Notice Not Required 30 18.8 Meeting Valid Despite Failure to Give Notice 30 18.9 Waiver of Notice of Meetings 30 18.10 Quorum 31 18.11 Validity of Acts Where Appointment Defective 31 18.12 Consent Resolutions in Writing 31 19.1 Appointment and Powers of Executive Committee 32 19.2 Appointment and Powers of Other Committees 32 19.3 Obligations of Committees 32 19.4 Powers of Board 33 19.5 Committee Meetings 33
Interests of Directors and Officers. 30 18. PROCEEDINGS OF DIRECTORS 31 19. EXECUTIVE AND OTHER COMMITTEES 33 20. OFFICERS 35 21. INDEMNIFICATION 35 22. DIVIDENDS 36 23. ACCOUNTING RECORDS AND AUDITOR 38 24. NOTICES 38 25. SEAL 40 26. PROHIBITIONS 41
Interests of Directors and Officers. TRANSACTIONS AND ARRANGEMENTS CONCERNING THE OPTIONS............................................
