rachelelise, I believe you are confusing the ESOP (Employee Stock Option Plan) with the 2004 Employee Stock Purchase Plan...two very different beasts. The former, what the proxy concerns, is for employee options grants. The latter allows for regular employee purchases of stock in their pay periods.
Here is the proxy, and btw unless I am missing something, the Directors' max. grants are being proposed to be increased to 12k-10K shares/year from the current 4K-3.33K:
1. To re-elect John E. Bagalay, Jr., Nolan Bushnell, George Gilder, John E. McConnaughy, Jr. and Steven Sprague as directors of the Company to hold office until the next Annual Meeting and until their successors are duly elected and qualified;
2. To ratify the action of the Board of Directors in amending the 1994 Employee Stock Option Plan to (i) increase the number of shares of Class A Common Stock authorized for issuance thereunder from 6,833,333 to 21,500,000, (ii) increase the number of shares of Class A Common Stock that may be granted to a single individual in a year from 166,667 to 500,000 and (iii) extend the termination date thereof from January 18, 2009 to July 1, 2014;
3. To ratify the action of the Board of Directors in amending the 1994 Non-Employee Directors Stock Option Plan, as amended, to (i) increase the number of shares of Class A Common Stock authorized for issuance thereunder from 333,333 to 1,000,000, (ii) increase amount of the initial and annual option grants to each director thereunder from 4,000 and 3,333, respectively, to 12,000 and 10,000, respectively, and (iii) extend the termination date thereof from January 18, 2009 to July 1, 2014;
4. To transact such other business as may properly come before the Annual Meeting or at any adjournments or postponements thereof.
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