A general
description of the principal terms of our 1999 Stock Option Plan (the “Option
Plan”), as proposed to be amended, is set forth below. This description is
qualified in its entirety by the terms of the Option Plan, which was previously
filed as Exhibit 10.1 to our Form 10-Q for the quarter ending March 2008 and is
incorporated by reference herein. In the following discussion of the Option
Plan, capitalized terms have the same meaning as defined in the Option Plan,
unless otherwise noted.
General Description
The Option Plan was approved by our
Board of Directors and by our stockholders in 1999. In February 2009, our Board
of Directors approved an amendment to the Option Plan, conditioned upon and not
to take effect until approved by our stockholders, to increase the number of
shares reserved for issuance under the Option Plan from 15,500,000 shares to
19,100,000 shares.
The purposes of the Option Plan are
to give our employees and others who perform substantial services to us an
incentive, through ownership of our common stock, to continue in service to us,
and to help us compete effectively with other enterprises for the services of
qualified individuals. The Option Plan permits the grant of “incentive stock
options” (“ISOs”) within the meaning of Section 422 of the Internal Revenue Code
(“the Code”) only to employees, including our officers and employee directors,
or any officers and employees of our subsidiaries or our parent corporation, if
any. Nonqualified stock options may be granted to employees, directors and
consultants. As of March 17, 2009, options to purchase 22,641,026 shares had
been granted under the Option Plan of which options to purchase 8,831,384 shares
were outstanding. As of March 17, 2009, the number of our (and our
subsidiaries’, if any) executive officers, employees, consultants and directors
and that were eligible to receive grants under the Option Plan was approximately
635 persons.
Amendment to Increase Shares
Reserved
The current number of shares
reserved for issuance under the Option Plan is 15,500,000. The proposed
amendment to the Option Plan provides that the number of shares reserved for
issuance will be increased by 3,600,000 shares to a total reserve of 19,100,000
shares.
Administration
The Option Plan is administered by
our Board of Directors or a committee designated by our Board of Directors. The
committee will be constituted in such a manner as to satisfy applicable laws,
including the rules of the Exchange Act. With respect to options subject to Code
Section 162(m), the committee will be comprised solely of two or more “outside
directors” as defined under Code Section 162(m) and applicable tax regulations.
Currently, the Option Plan is administered by our Compensation Committee.
Amendment and Termination
Our Board of Directors may at any
time amend, suspend or terminate the Option Plan. To the extent necessary to
comply with applicable law or the rules of any applicable stock exchange or
national market system, or the rules of any foreign jurisdiction applicable to
options granted to residents therein, we will obtain stockholder approval of any
amendment to the Option Plan in such a manner and to such a degree as required.
The Option Plan will terminate in December 31, 2011, unless previously
terminated by our Board of Directors.
Other Terms
The Option Plan
administrator has the authority to select individuals who are to receive options
and to specify the terms and conditions of options granted (including whether or
not the options are ISOs or nonqualified stock options), the vesting provisions,
the option term and the exercise price. The exercise price of ISOs and NQSOs
granted under the Option Plan shall equal 100% of the fair market value of our
common stock on the date of grant (or 110% of the fair market value of our
common stock on the date of grant, in the case of ISOs granted to any employee
who owns stock representing more than 10% of our combined voting power or any of
our parents or subsidiaries). The exercise price of options intended to qualify
as performance-based compensation for purposes of Code
Section 162(m) shall not be less than 100% of the fair market value of our
common stock on the date of grant. Option holders may pay the exercise price in
cash or other consideration as approved by the Option Plan
administrator.
36
The maximum number of shares with
respect to which options may be awarded to any of our employees in any fiscal
year is 1,000,000 shares. The purpose of this limit is to ensure that any
options granted under the Option Plan will qualify as “performance-based
compensation” under Code Section 162(m). Under Code Section 162(m), no deduction
is allowed in any of our taxable years for compensation in excess of $1 million
paid to our chief executive officer and each of our four most highly paid other
executive officers who are serving in such capacities as of the last day of such
taxable year. An exception to this rule applies to compensation that is paid
pursuant to a stock option plan approved by our stockholders and that specifies,
among other things, the maximum number of shares with respect to which options
may be granted to eligible employees under such plan during a specified period.
Compensation paid pursuant to options granted under such a plan is deemed to be
inherently performance-based, since such awards provide value to employees only
if the stock price appreciates.
For awards
of restricted shares and restricted share units that are intended to be
performance-based compensation under Section 162(m) of the Code, the maximum
number of shares subject to such awards that may be granted to a participant
during a fiscal year is 1,000,000 shares. In addition, in order for restricted
shares and restricted share units to qualify as performance-based compensation
under Section 162(m), the Option Plan administrator must establish a performance
goal with respect to such award in writing not later than 90 days after the
commencement of the services to which the award relates and while the
achievement of the performance goal is still substantially uncertain.
Furthermore, the performance goal must be stated in terms of an objective
formula or standard. In addition, the restricted shares and restricted share
units (as well as the performance goals) must be approved by a committee of the
Board of Directors composed solely of “outside directors” within the meaning of
Section 162(m). The Option Plan includes the following performance criteria that
may be considered by the Option Plan administrator when granting
performance-based awards: (i) increase in share price, (ii) earnings per share,
(iii) total stockholder return, (iv) operating margin, (v) gross margin, (vi)
return on equity, (vii) return on assets, (viii) return on investment, (ix)
operating income, (x) net operating income, (xi) pre-tax profit, (xii) cash
flow, (xiii) revenue, (xiv) expenses, (xv) earnings before interest, taxes and
depreciation, (xvi) economic value added and (xvii) market share.
Generally, options granted under the
Option Plan in connection with the hiring of employees vest at a rate of 25% of
the shares underlying the option after one year of employment with us and the
remaining shares vest in equal portions over the following 36 months, so that
all shares are vested after four years. Options granted under the Option Plan
after employees have been employed with us for one year typically vest in equal
portions over 48 months. The form of stock option grant under the Option Plan
used to grant options to our employees provides for accelerated vesting of half
of all unvested shares upon involuntary termination of employment with us
without cause occurring within one year of a change in control of us. The term
of any option granted under the Option Plan may not be for more than 10 years
(or five years in the case of ISOs granted to any optionee who owns stock
representing more than 10% of our combined voting power or that of any of our
subsidiaries or our parent company, if any).
An option may not be exercised after
the termination date of such option as set forth in the option agreement. In the
event an optionee terminates employment or service with us or any of our
affiliates for any reason other than termination as a result of death or
disability, the vested portion of an option may generally be exercised within 30
days after the optionee’s termination of employment or service. In the event an
optionee terminates employment or service with us or any of our affiliates as a
result of death or disability, the vested portion of an option may generally be
exercised within one year after the optionee’s termination of employment or
service. Options granted under the Option Plan are generally non-transferable by
the optionee except by will or the laws of descent and distribution and
generally are exercisable during the lifetime of the optionee only by the
optionee.
The Option Plan provides that (i)
any reduction of the exercise price of any option awarded under the Option Plan
shall be subject to stockholder approval and (ii) canceling any option awarded
under the Option Plan at a time when its exercise price exceeds the fair market
value of the underlying shares in exchange for another award shall be subject to
stockholder approval.
37
In the event of a Change in Control,
the successor corporation will assume or substitute the options we have granted
under the Option Plan or shall provide substantially similar consideration to
optionees as is provided to the stockholders. In the event the successor
corporation refuses to assume or substitute outstanding options as provided
above, or in the event of our dissolution or liquidation, outstanding options
shall expire, notwithstanding any contrary terms in the option agreement, on a
date specified in a written notice sent to all optionees (which date shall be at
least 20 days after the date of the notice).
The Option Plan provides that each
non-employee director, upon initial election or appointment to our Board of
Directors is entitled to receive an automatic grant of options to purchase
25,000 shares of our common stock. Pursuant to an amendment approved by our
Board of Directors in March 2009, the shares underlying the grant will vest over
three years as follows: 1/3 of the shares will vest on the one-year anniversary
of the grant and the remaining shares will vest in equal installments over the
following 24 months. Prior to an amendment approved by our Board of Directors in
March 2009, the options vested in full in nine months.
The Option Plan also provides that
each non-employee director is entitled to receive options to purchase 10,000
shares of our common stock annually on January 1 of each year, provided he or
she is a non-employee director on the date of grant and has continuously been an
active member of our Board of Directors for the year prior to the grant date or
from the date on which they joined our Board of Directors. Options granted to
non-employee directors pursuant to the automatic grant provisions of the Option
Plan are immediately exercisable, nonqualified stock options. The annual
automatic grants to non-employee directors will vest in full on the one-year
anniversary of the grant date.
In the event the option is exercised
for unvested shares, the shares remain subject to our repurchase rights until
they are fully vested. Options granted to non-employee directors pursuant to the
automatic grant provisions of the Option Plan must be granted with an exercise
price equal to 100% of the fair market value of our common stock as of the date
of grant. The term of options granted to non-employee directors pursuant to the
automatic grant provisions of the Option Plan is six years. Prior to an
amendment approved by our Board of Directors in March 2009, the term of such
options was ten years. Discretionary grants of options may also be made to
non-employee directors. Grants to non-employee directors are subject to the
general requirements of the Option Plan.
CERTAIN FEDERAL TAX
CONSEQUENCES
The following summary of the federal
income tax consequences of Option Plan transactions is based upon federal income
tax laws in effect on the date of this proxy statement. This summary does not
purport to be complete, and does not discuss, state, local or non-U.S. tax
consequences.
Nonqualified Stock Options
The grant of a nonqualified stock
option under the Option Plan will not result in any federal income tax
consequences to the optionee or to us. Upon exercise of a nonqualified stock
option, the optionee is subject to income taxes at the rate applicable to
ordinary compensation income on the difference between the option exercise price
and the fair market value of the shares on the date of exercise. This income is
subject to withholding for federal income and employment tax purposes. We are
entitled to an income tax deduction in the amount of the income recognized by
the optionee, subject to possible limitations imposed by Section 162(m) of the
Code and so long as we withhold the appropriate taxes with respect to such
income (if required) and the optionee’s total compensation is deemed reasonable
in amount. Any gain or loss on the optionee’s subsequent disposition of the
shares of our common stock will receive long or short-term capital gain or loss
treatment, depending on whether the shares are held for more than one year
following exercise. We do not receive a tax deduction for any such
gain.
In the event a nonqualified stock
option is amended, such option may be considered deferred compensation and
subject to the rules of Section 409A of the Code, which provide rules regarding
the timing of payment of deferred compensation. An option subject to Section
409A of the Code which fails to comply with the rules of Section 409A, can
result in an additional 20% tax obligation, plus penalties and interest.
Currently how the additional tax and penalties and interest will be applied is
unclear.
38
Incentive Stock Options
The grant of an
incentive stock option under the Option Plan will not result in any federal
income tax consequences to the optionee or to us. An optionee recognizes no
federal taxable income upon exercising an incentive stock option (subject to the
alternative minimum tax rules discussed below), and we receive no deduction at
the time of exercise. In the event of a disposition of stock acquired upon
exercise of an incentive stock option, the tax consequences depend upon how long
the optionee has held the shares of our common stock. If the optionee does not
dispose of the shares within two years after the incentive stock option was
granted, nor within one year after the incentive stock option was exercised, the
optionee will recognize a long-term capital gain (or loss) equal to the
difference between the sale price of the shares and the exercise price. We are
not entitled to any deduction under these circumstances.
If the
optionee fails to satisfy either of the foregoing holding periods, he or she
must recognize ordinary income in the year of the disposition (referred to as a
“disqualifying disposition”). The amount of such ordinary income generally is
the lesser of (i) the difference between the amount realized on the disposition
and the exercise price or (ii) the difference between the fair market value of
the stock on the exercise date and the exercise price. Any gain in excess of the
amount taxed as ordinary income will be treated as a long or short-term capital
gain, depending on whether the stock was held for more than one year. We are
entitled, in the year of the disqualifying disposition, to a deduction equal to
the amount of ordinary income recognized by the optionee, subject to possible
limitations imposed by Section 162(m) of the Code and so long as we withhold the
appropriate taxes with respect to such income (if required) and the optionee’s
total compensation is deemed reasonable in amount.
The “spread” under an incentive
stock option – i.e., the difference between the fair market value of the shares
at exercise and the exercise price – is classified as an item of adjustment in
the year of exercise for purposes of the alternative minimum tax. If an
optionee’s alternative minimum tax liability exceeds such optionee’s regular
income tax liability, the optionee will owe the larger amount of taxes. In order
to avoid the application of alternative minimum tax with respect to incentive
stock options, the optionee must sell the shares within the same calendar year
in which the incentive stock options are exercised. However, such a sale of
shares within the same year of exercise will constitute a disqualifying
disposition, as described above.
In the event
an incentive stock option is amended, such option may be considered deferred
compensation and subject to the rules of Section 409A of the Code. An option
subject to Section 409A of the Code which fails to comply with the rules of
Section 409A, can result in an additional 20% tax obligation, plus penalties and
interest. Currently, how the additional tax and penalties and interest will be
applied is unclear.
Restricted Shares
The grant of
restricted shares will subject the recipient to ordinary compensation income on
the difference between the amount paid for such shares and the fair market value
of the shares on the date that the restrictions lapse. This income is subject to
withholding for federal income and employment tax purposes. We are entitled to
an income tax deduction in the amount of the ordinary income recognized by the
recipient, subject to possible limitations imposed by Section 162(m) of the Code
and so long as we withhold the appropriate taxes with respect to such income (if
required) and the recipient’s total compensation is deemed reasonable in amount.
Any gain or loss on the recipient’s subsequent disposition of the shares will
receive long or short-term capital gain or loss treatment depending on how long
the stock has been held since the restrictions lapsed. We do not receive a tax
deduction for any such gain.
Recipients
of restricted shares may make an election under Section 83(b) of the Code
(“Section 83(b) Election”) to recognize as ordinary compensation income in the
year that such restricted shares are granted, the amount equal to the spread
between the amount paid for such stock and the fair market value on the date of
the issuance of the shares. If such an election is made, the recipient
recognizes no further amounts of compensation income upon the lapse of any
restrictions and any gain or loss on subsequent disposition will be long or
short-term capital gain to the recipient. The Section 83(b) Election must be
made within thirty days from the time the restricted shares are issued.
39
Restricted Share Units
Recipients
of restricted share units generally should not recognize income until such units
are converted into cash or shares of stock. Upon conversion, the recipient will
normally recognize taxable ordinary income for federal income tax purposes equal
to the amount of cash and fair market value of the shares, if any, received upon
such conversion. Recipients who are employees will be subject to withholding for
federal income and employment tax purposes with respect to income recognized
upon conversion of the restricted share units. Participants will recognize gain
upon the disposition of any shares received upon conversion of the restricted
share units equal to the excess of (i) the amount realized on such disposition
over (ii) the ordinary income recognized with respect to such shares under the
principles set forth above. That gain will be taxable as long or short-term
capital gain depending on whether the shares were held for more than one year.
We will be entitled to a tax deduction to the extent and in the year that
ordinary income is recognized by the recipient, subject to possible limitations
imposed by Section 162(m) of the Code and so long as we withhold the appropriate
taxes with respect to such income (if required) and the recipient’s total
compensation is deemed reasonable in amount.
Restricted
share units also can be considered non-qualified deferred compensation and
subject to the Section 409A of the Code. A grant of restricted share units that
does not meet the requirements of Code Section 409A will result in an additional
20% tax obligation, plus penalties and interest to such recipient. Currently,
how the additional tax, penalties and interest will be applied is
unclear.
Amended Plan Benefits
As of the date of this
Proxy Statement, no non-employee directors and no associates of any director,
executive officer or nominee for director has been granted any options subject
to stockholder approval of the proposed amendment. The benefits to be received
pursuant to the Option Plan amendment by our directors, executive officers and
employees are not determinable at this time.
OUR BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS A
VOTE
FOR
RATIFICATION OF THE AMENDMENT TO
THE 1999 STOCK OPTION PLAN
40
PROPOSAL NO. 4
APPROVAL AND RATIFICATION OF
AMENDMENT TO
CYBERSOURCE CORPORATION’S
1999 EMPLOYEE STOCK PURCHASE PLAN
General
Our
stockholders are being asked to ratify and approve the amendment of our 1999
Employee Stock Purchase Plan, which will have the effect of changing the
termination date of the plan. The plan was originally adopted by our Board of
Directors and approved by our stockholders in June 1999.
A
comparison of material differences between the provisions of our 1999 Employee
Stock Purchase Plan, as previously approved by our stockholders, and the
proposed amendment is included in table format below. The capitalized terms used
in this Proposal No. 4 shall have the same meaning as in the 1999 Employee Stock
Purchase Plan unless otherwise indicated.
Our
Board of Directors believes that amending the 1999 Employee Stock Purchase Plan
to extend the termination date to August 1, 2019, is critical in enabling us to
continue offering benefits to our employees thereunder and to motivate high
levels of performance through employee ownership of our common stock.
The
affirmative vote of a majority of the shares present in person or by proxy at
the Annual Meeting and entitled to vote is required for adoption of this
Proposal No. 4. For purposes of the vote on this Proposal No. 4, abstentions
will have the same effect as “no” votes on this proposal, whereas broker
“non-votes” will have no effect.
OUR BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS A
VOTE
FOR
THE APPROVAL AND
RATIFICATION OF THE AMENDMENT TO
OUR
1999 EMPLOYEE STOCK PURCHASE PLAN
41
Summary of Plan Amendment
At
the Annual Meeting, the Stockholders are being asked to approve an amendment to
the 1999 Employee Stock Purchase Plan (the “Plan”) to change the termination
date of the Plan, which was originally established as either the earlier of (i)
10 years from the Plan effective date, which was in June 1999 or (ii) by the
Plan administrator at any time and for any reason. As of May 13, 2009, the new
termination date for the Plan will be the earlier of (i) August 1, 2019 or (ii)
by the Plan administrator at any time and for any reason. No other changes to
the Plan are proposed through this amendment.
Our
Stockholders previously authorized us to issue up to 700,000 shares of our
common stock (subject to adjustment upon certain changes in our capital
structure) for purchase by employees under the Plan. As of March 17, 2009, a
total of 132,260 shares remained available for future purchases. In this
proposal, we are not requesting an increase in the number of shares available
for issuance under the Plan.
Comparison of Material Differences
between the Provisions of the Plan and the Amended Plan
|
Provision
|
Current
Plan
|
Amended
Plan
|
|
22. Term of Plan
|
The Plan shall become effective upon the
earlier to occur of its adoption by our Board of Directors or its approval
by our stockholders. It shall continue in effect for a term of 10 years
unless sooner terminated under Section 19.
|
The Plan shall become effective upon the
earlier to occur of its adoption by our Board of Directors or its approval
by our stockholders. It shall continue in effect until August 1, 2009
unless sooner terminated under Section 19.
|
Summary of the Plan
The
following summary of the Plan is qualified in its entirety by the specific
language of the Plan, a copy of which is available to any stockholder upon
request or may be viewed without charge on the SEC’s website at
www.sec.gov
.
General
The purpose
of the Plan is to provide our eligible employees or our Designated Parents or
Subsidiaries with an opportunity to purchase shares of our common stock through
accumulated payroll deductions. It is intended to qualify as an “employee stock
purchase plan” under section 423 of the Internal Revenue Code. Each Participant
in the Plan is granted at the beginning of each Offer Period an option to
purchase a number of shares of our common stock (referred to under this Proposal
as a “Purchase Right”). Participants can automatically exercise this Purchase
Right on the last market date of the Offer Period provided the Purchase Right
remains outstanding on such date.
Limitations on the Purchase of Share
The
maximum amount of shares purchased by Participants shall be the lesser of (i)
the number of shares determined by dividing the applicable Purchase Price by
$5,000 and (ii) 500 shares. As a further limitation, no Participant may accrue a
right to purchase shares under the Plan or any of our other employee stock
purchase plans having a fair market value exceeding $25,000 (measured by the
fair market value of such stock on the date or dates the rights are granted to
the Participant) for each calendar year in which the Purchase Right is
outstanding at any time.
Administration
The
Plan is administered by the Plan administrator, which is defined by the Plan as
either our Board of Directors or a Committee of our Board of Directors (referred
to under this Proposal collectively as our “Board of Directors”). Our Board of
Directors has full authority to construe, interpret, and apply the terms of the
Plan, to determine eligibility and to adjudicate all disputed claims filed under
the Plan. All determinations of our Board of Directors are final and binding on
all persons having an interest in the Plan or any Purchase Right.
42
Eligibility
Any individual who is an Employee on
a given Enrollment Date shall be eligible to participate in the Plan for the
Offer Period beginning with the Enrollment Date so long as the Employee is
customarily employed for more than 20 hours per week and more than five months
in any calendar year. No Employee who owns or holds Purchase rights, or who, as
a result of participation in the Plan, would own or hold Purchase Rights, for
five percent or more of the total combined voting power or value of all classes
of our capital stock or of any Parent or Subsidiary is eligible to participate
in the Plan. As of February 1, 2009, approximately 567 employees, including
seven executive officers, were eligible to participate in the Plan.
Offer Periods
The Plan is
implemented through Offer Periods of approximately six months in duration,
beginning on or about February 1 and August 1 of each year. Two separate Offer
Periods shall begin in each calendar year during which the Plan remains in
existence.
Participation and Purchase of
Shares
Participation in an Offer Period under the Plan is limited to eligible Employees
who authorize payroll deductions prior to the first day of an Offer Period.
Payroll deductions may be any multiple of 1% of Compensation paid to the
Employee up to a maximum of 10%. An employee who becomes a Participant in the
Plan will automatically participate in each subsequent Offer Period beginning
immediately after the last day of the Offer Period in which he or she is a
Participant until the employee withdraws from the Plan, becomes ineligible to
participate, or terminates employment.
A
Participant may increase (up to the 10% maximum) or decrease (down to 1%) the
rate of his or her payroll deduction for the remainder of an Offer Period by
filling out a change of status notice and delivering it to us (or our designee).
The modified rate will become effective with the first full payroll period
commencing 10 business days after we receive the form, unless we elect to
process changes more quickly. The Participant’s subscription agreement (as
modified by any change of status notice) will remain in effect for the entire
Offer Period and each subsequent Offer Period, unless further the Participant
further modifies his subscription or terminates his participation in the
Plan.
A
Participant may terminate his or her participation in the Plan by delivering to
us a change of status notice that indicates the Participant’s withdrawal from
the Plan. Such withdrawal may be elected at any time prior to the end of the
applicable Offer Period. Any withdrawal by the Participant of accumulated
payroll deductions for a given Offer Period automatically terminates the
Participant’s interest in that Offer Period. If a Participant withdraws from an
Offer Period, payroll deductions will not resume at the beginning of the
succeeding Offer Period, unless the Participant delivers to us a new
subscription agreement. The failure by a Participant to remain in our continuous
employ (or the continuous employ of a Designated Parent or Subsidiary) for at
least 20 hours per week and more than five months in a calendar year during an
Offer Period will be deemed to be a withdrawal from that Offer Period.
On the last
market day of each Offer Period (referred to under this Proposal as “Purchase
Date”), we issue to each Participant in the offering the number of shares of our
common stock determined by dividing the amount of payroll deductions accumulated
for the Participant during the Offer Period by the Purchase Price, limited in
any case by the number of shares subject to the Participant’s Purchase Right for
that Offer Period. The price at which shares are sold under the Plan is
established by our Board of Directors but shall be 95% of the fair market value
of the share on the Purchase Date. The fair market value of our common stock on
any relevant date generally will be the closing price per share as reported on
the Nasdaq Global Select Market. Any payroll deductions under the Plan not
applied to the purchase of shares will be returned to the Participant without
interest, unless the amount remaining is less than the amount necessary to
purchase a whole share of our common stock, in which case the remaining amount
may be applied to the next Offer Period if the Participant participates in the
next Offer Period.
43
Corporate Transaction
In the event
of a Corporate Transaction, each Purchase Right under the Plan shall be assumed
by such successor corporation or a parent or subsidiary of such successor
corporation, unless the Plan Option Plan administrator determines, in the
exercise of its sole discretion and in lieu of such assumption, to shorten the
Offer Period then in progress by setting a new purchase date.
Termination or
Amendment
The Plan will continue until August
1, 2019. Our Board of Directors may at any time alter, amend, suspend or
terminate the Plan, except that no such action will become effective until after
any outstanding Purchase Rights are exercised in an Offer Period during which
said action was authorized.
44
Purchases Under the
Plan
The following table shows, as to
each of our named executive officers and the other individuals and groups
indicated, the number of shares of our common stock purchased under the Plan
from the inception of the Plan through the most recent Purchase Date:
|
|
Number
of
|
Weighted
Average
|
|
Name and Position
|
Purchased Shares
|
Purchase
Price
|
|
Chairman and Chief Executive
Officer
|
—
|
$0
|
|
President and Chief Operating
Officer
|
—
|
$0
|
|
Senior Vice President, Finance and
Chief Financial Officer
|
2,108
|
$4.4706
|
|
Chief Technology Officer and Executive Vice President of
Product
|
5,650
|
$3.6988
|
|
Development
|
|
|
|
Senior Vice President, World Wide
Sales
|
93
|
$29.0590
|
|
All current named executive officers
as a group (5 persons)
|
7,851
|
$4.2065
|
|
All current directors who are not named executive
officers, as a
|
0
|
$0
|
|
group (0 persons)
|
|
|
|
All employees as a group (excluding
named executive officers)
|
564,683
|
$4.1420
|
Summary of U.S. Federal Income Tax
Consequences
The
following summary is intended only as a general guide to the U.S. federal income
tax consequences of participation in the Plan and does not attempt to describe
all possible federal or other tax consequences of such participation or tax
consequences based on particular circumstances.
Generally,
there are no tax consequences to an Employee upon becoming a Participant in the
Plan or purchasing shares under the Plan. The tax consequences of a disposition
of shares vary depending on how long the shares are held before its disposition.
If a Participant disposes of shares within two years after the offer date or
within one year after the purchase date on which the shares are acquired (a
“disqualifying disposition”), the Participant recognizes ordinary income in the
year of disposition in an amount equal to the difference between the fair market
value of the shares on the purchase date and the purchase price. Any additional
gain or resulting loss recognized by the Participant from the disposition of the
shares is a capital gain or loss.
If the
Participant disposes of shares at least two years after the offer date and at
least one year after the purchase date on which the shares are acquired, the
Participant recognizes ordinary income in the year of disposition in an amount
equal to the lesser of (i) the actual gain (the amount by which the market value
of the shares on the date of sale exceeds the purchase price), or (ii) the
purchase price discount. Any additional gain recognized by the Participant on
the disposition of the shares is a capital gain. If the fair market value of the
shares on the date of disposition is less than the purchase price, there is no
ordinary income, and the loss recognized is a capital loss.
If the
Participant disposes of the shares in a disqualifying disposition, we should be
entitled to a deduction equal to the amount of ordinary income recognized by the
Participant as a result of the disposition, except to the extent such deduction
is limited by applicable provisions of the Internal Revenue Code. In all other
cases, we are not allowed any deduction.
OUR BOARD OF DIRECTORS RECOMMENDS A
VOTE
FOR
APPROVAL AND RATIFICATION OF
THE AMENDMENT OF OUR 1999
EMPLOYEE STOCK PURCHASE PLAN TO MODIFY THE
TERMINATION DATE.
45
OTHER INFORMATION
Section 16(a) Beneficial Ownership
Reporting Compliance
Section 16(a) of the Exchange Act requires
our directors, executive officers and persons who own more than 10% of our
common stock (collectively, “Reporting Persons”) to file reports of ownership
and changes in ownership of our common stock with the SEC and the Nasdaq Stock
Market. Reporting Persons are required by SEC regulations to furnish us with
copies of all Section 16(a) reports they file.
Based solely on its review of the copies
of such reports received or written representations from certain Reporting
Persons that no other reports were required, we believe that during fiscal year
2008, all Reporting Persons complied with all applicable filing requirements,
except for George Barby whose Form 3 reporting holdings and whose Form 4
reporting a stock option exercise same-day sale was inadvertently filed late.
Incorporation by Reference
In our filings with the SEC, information
is sometimes “incorporated by reference.” This means that we are referring you
to information that has previously been filed with the SEC, so that information
should be considered as part of the filing that you are reading. Portions of
this proxy statement are incorporated by reference in our Annual Report on Form
10-K for the fiscal year ended December 31, 2008. Based on SEC regulations, the
“Audit Committee Report” and the “Compensation Committee Report” in this proxy
statement shall not be deemed to be “soliciting material” or “filed” with the
SEC or subject to the liabilities of Section 18 of the Exchange Act, except to
the extent that we specifically incorporate those sections by reference into a
document under the Securities Act or the Exchange Act.
This proxy statement includes several
website addresses. These website addresses are intended to provide inactive,
textual references only. The information on these websites is not part of this
proxy statement.
This proxy statement is sent to you as
part of the proxy materials for our 2009 Annual Meeting of Stockholders. You may
not consider this proxy statement as material for soliciting the purchase or
sale of our common stock.
Availability of our Annual Report
We will mail without charge to you upon
written request, a copy of our Annual Report on Form 10-K for the year ended
December 31, 2008, including the financial statements, schedules and a list of
exhibits. Please send any written requests to our investor relations department
at our corporate headquarters, 1295 Charleston Road, Mountain View, California
94043.
Householding of Annual Meeting
Materials
Some brokers and other nominee record
holders may be participating in the practice of “householding” proxy statements
and annual reports. This means that only one copy of this proxy statement and
our annual report may have been sent to multiple stockholders who live in the
same household. We will promptly deliver a separate copy of either document to
any stockholder who submits a request for a copy to our investor relations
department at (650) 965-6000 or in writing at our corporate headquarters. If you
receive multiple copies of this proxy statement and our annual report at your
household and would like to receive a single copy of those documents in the
future, please contact your broker, other nominee record holder, or our investor
relations department to request mailing of a single copy of future proxy
statements and annual reports.
Stockholder Proposals for 2010 Annual
Meeting
Stockholders who wish to submit a proposal
or director nomination to be included in our proxy statement and form of proxy
for our 2010 Annual meeting pursuant to Exchange Act Rule 14a-8 must submit the
proposal no later than the close of business on November 30, 2009. To be
eligible to submit such a proposal, a stockholder must meet the eligibility
requirements outlined in Rule 14a-8. Any such proposal must meet all of the
requirements of the rules of the SEC relating to stockholder proposals,
including Rule 14a-8, including the permissible number and length of proposals,
the circumstances in which we are permitted to exclude proposals and other
matters governed by such rules and regulations.
46
Stockholders who wish to submit a proposal
or director nomination that is not to be included in our proxy statement and
form of proxy for our 2010 Annual Meeting of Stockholders must give timely
notice thereof in writing to our Secretary at our corporate headquarters. To be
timely, a stockholder’s proposal or nomination must be delivered to or mailed
and received our corporate headquarters between January 14, 2010 and February
13, 2010.
Any proposal shall include: (i) a brief
description of the desired business desired to be brought before the Annual
Meeting and the reasons for conducting such business at the Annual Meeting, (ii)
the name and address of the stockholder proposing such business, (iii) any
material interest of the stockholder in such business and (iv) the number of
shares of the our common stock beneficially owned by the
stockholder.
Other Matters
In addition to voting choices specifically
marked, and unless otherwise indicated by the stockholder, the proxy card
confers discretionary authority on the named proxy holders to vote on any matter
that properly comes before the meeting which is not described in these proxy
materials. At the time this proxy statement went to press, we knew of no other
matters which might be presented for stockholder action at the
meeting.
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By Order of our Board of
Directors,
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David J. Kim
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Vice
President, Secretary and General Counsel
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Mountain View, California
March 30,
2009
47
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CYBERSOURCE CORPORATION
1295 CHARLESTON
RD
MOUNTAIN VIEW, CA 94043-1307
ATTN: MR. STEVEN
PELLIZZER
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VOTE BY INTERNET - www.proxyvote.com
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Use the Internet to transmit your voting instructions and
for electronic delivery of information up until 11:59 P.M. Eastern Time
the day before the cut-off date or meeting date. Have your proxy card in
hand when you access the web site and follow the instructions to obtain
your records and to create an electronic voting instruction form.
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VOTE BY PHONE - 1-800-690-6903
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Use any touch-tone telephone to transmit your voting
instructions up until 11:59 P.M. Eastern Time the day before the cut-off
date or meeting date. Have your proxy card in hand when you call and then
follow the instructions.
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VOTE BY MAIL
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Mark, sign and date your proxy card and return it in the
postage-paid envelope we have provided or return it to Vote Processing,
c/o Broadridge, 51 Mercedes Way, Edgewood, NY
11717.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION
ONLY
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND
DATED.
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For
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Withhold
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For
All
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All
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All
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Except
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The Board of Directors
recommends that you vote "For" the following.
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1
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Election of Directors:
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o
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o
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o
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Nominees
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01
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Robert E. Donahue
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05
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Richard Scudellari
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02
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John J. McDonnell, Jr.
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06
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Kenneth R. Thornton
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03
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William S. McKiernan
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07
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Carl F. Pascarella
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04
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Steven P. Novak
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To withhold authority to vote for any individual nominee(s),
mark “For All Except” and write the number(s) of the nominee(s) on the
line below.
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The Board of
Directors recommends you vote FOR the following proposal(s).
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For
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Against
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Abstain
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2
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To ratify the appointment of Ernst & Young
LLP as the independent auditors for the company for the year ending
December 31, 2009.
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o
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o
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o
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3
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To ratify and approve an amendment to our
Amended and Restated 1999 Stock Option Plan to increase the number of
shares reserved thereunder from 15,500,000 shares to 19,100,000 shares.
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o
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o
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o
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4
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To ratify and approve an amendment to our
Amended and Restated 1999 Employee Stock Purchase Plan to extend the term
of the plan until August 1, 2019.
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o
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o
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o
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Such other business as may properly
come before the meeting or any adjournment thereof.
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Please sign exactly as your name(s)
appear(s) hereon. When signing as attorney, executor, administrator, or
other fiduciary, please give full title as such. Joint owners should each
sign personally. All holders must sign. If a corporation or partnership,
please sign in full corporate or partnership name, by authorized
officer.
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Signature [PLEASE SIGN WITHIN BOX]
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Date
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Signature (Joint Owners)
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Date
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Important Notice Regarding the Availability of Proxy
Materials:
The Notice & Proxy Statement, Annual Report is/are available at
www.proxyvote.com.
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CYBERSOURCE CORPORATION
This proxy
is solicited by shareholders
Annual meeting of the board of
directors
5/13/2009 10:00:00
The undersigned hereby appoints William S. McKiernan and David
J. Kim, or either of them, as proxies, each with the power to appoint his
substitute, and hereby authorizes them to represent and to vote, as designated
on the reverse side of this ballot, all of the shares of Common Stock of
CYBERSOURCE CORPORATION that the stockholder is entitled to vote at the Annual
Meeting of Stockholders to be held at 10:00 a.m., Pacific Time on May 13, 2009,
at the company's headquarters located at 1295 Charleston Rd., Mountain View,
California 94043, and any adjournment or postponement thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS
DIRECTED BY THE STOCKHOLDER. IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE FOR THE BOARD
OF DIRECTORS AND FOR THE PROPOSALS.
PLEASE MARK, SIGN, DATE, AND RETURN THIS PROXY CARD
PROMPTLY USING THE ENCLOSED
REPLY ENVELOPE
Continued and to be signed on reverse
side
Cybersource (MM) (NASDAQ:CYBS)
過去 株価チャート
から 6 2024 まで 7 2024
Cybersource (MM) (NASDAQ:CYBS)
過去 株価チャート
から 7 2023 まで 7 2024
