Jim, Sorry just got back from looking at stains for cedar shakes on the house my wife and I are building. It says in the footnote that those 2,578.936 shares remain available for grant under the 1999 plan. Haven't had time to look further as the proxy doesn't say much about the 1999 plan, just the 2000 plan. It does make clear they sre available to grant.
What does this mean? 2,578,936 shares remain available for grant under the 1999 plan. I'm reading that as if the company is holding that amount of shares in reserve for awards that were made for the year 1999. If so they aren't available.
The 1999 plan from your question refers to the 1999 Restricted Stock Plan. That plan was created by the BOD without a shareholder vote in late 1999. It was amended in early 2000 to increase the number of shares from 1.5 million to 3.5 million, again without a vote of the shareholders.
The 1999 Restricted Stock Plan has issued less than a million shares, so there really are (or were as of the proxy date) 2,578,936 shares still available for future grants under this plan.
The 1999 Restricted Stock Plan is the primary reason for my voting NO on Proposal 2. Not only was it secretly created without shareholder approval, but it has a tax gross-up feature that reeks of greed and excess. Director and Executive grantees not only receive outright shares of common stock, but they also get additional shares (called RSU's or restricted stock units) that are immediately sold to pay all taxes on the originally awarded shares and the RSUs.
In other words, IDCC also pays all of the recipient's federal, state and local income taxes on shares awarded under this plan. Grants made under the plan end up costing IDCC and its shareholders double the amount of the intended award.
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