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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
þ | No fee required | |
o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
(1) | Title of each class of securities to which transaction applies: | ||
(2) | Aggregate number of securities to which transactions applies: | ||
(3) | Per unit price or other underlying value of transaction computed to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | ||
(4) | Proposed maximum aggregate value of transaction: | ||
(5) | Total fee paid: | ||
o | Fee paid previously with preliminary materials: | |
o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
(1) | Amount previously paid: | ||
(2) | Form, Schedule or Registration Statement no.: | ||
(3) | Filing Party: | ||
(4) | Date Filed: | ||
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Four Embarcadero Center, Suite 3700
San Francisco, California 94111
Ernest A. Bates, M.D. | John F. Ruffle | |
Olin C. Robison | Raymond C. Stachowiak | |
Stanley S. Trotman, Jr. |
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Four Embarcadero Center, Suite 3700
San Francisco, California 94111
2010 ANNUAL MEETING OF SHAREHOLDERS
June 2, 2010
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• | Each nominee has extensive experience in guiding other organizations as both executive leaders and board members; | |
• | The nominees’ experiences reflect a range of occupations and industries which helps to provide differing viewpoints to help guide the Company. This specifically includes financial services (Mr. Ruffle and Mr. Trotman), health care (Dr. Bates, Mr. Stachowiak and Mr. Trotman), government and public policy (Mr. Robison and Mr. Ruffle), international policy and development (Mr. Robison, Mr. Ruffle and Mr. Trotman), business development (Dr. Bates and Mr. Stachowiak); | |
• | The nominees have significant and substantive expertise in several areas that are applicable to the Board and its committees, including finance (all of the nominees), public company accounting and financial reporting |
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(Mr. Ruffle and Mr. Stachowiak), strategic planning (all of the nominees), operations management (all of the nominees) and corporate governance (all of the nominees); |
• | The Board particularly believes that Dr. Bates’ vast experience in the medical community both as a neurosurgeon and as an entrepreneur, as founder, President and CEO of the Company, brings unparalleled expertise to the board in a variety of areas. |
Fees Earned or | All Other | |||||||||||||||||||
Paid in Cash | Stock Awards | Option Awards | Compensation | |||||||||||||||||
Name | ($)(1) | ($)(2)(3) | ($)(4)(5) | ($) | Total ($) | |||||||||||||||
(a) | (b) | (c) | (d) | (e) | (f) | |||||||||||||||
Olin C. Robison | 20,000 | 1,050 | 3,606 | 0 | 24,656 | |||||||||||||||
John F. Ruffle | 20,000 | 1,050 | 3,606 | 0 | 24,656 | |||||||||||||||
Raymond C. Stachowiak | 10,000 | 1,410 | 12,499 | 0 | 23,909 | |||||||||||||||
Stanley S. Trotman | 20,000 | 1,050 | 3,606 | 0 | 24,656 |
(1) | Consists of the annual retainer fees for service as members of the Company’s board of directors. | |
(2) | The amounts in column (c) reflect the grant date fair value dollar amount of stock awards granted to each non-employee director, computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of this amount are included in Note 9 to the Company’s audited financial statements for the fiscal year ended December 31, 2009 and included in the Company’s Annual Report onForm 10-K filed with the Securities and Exchange Commission on March 31, 2010. For further information concerning the restricted stock unit awards granted under the 2006 Stock Incentive Plan, see the section below entitled “Directors’ Equity Grants.” | |
(3) | As of December 31, 2009, the following non-employee directors each held stock awards granted during 2009 covering 500 shares of the Company’s Common Stock: Mr. Robison, Mr. Ruffle, Mr. Stachowiak and Mr. Trotman. | |
(4) | The amounts in column (d) reflect the grant date fair value dollar amount of stock option awards granted to each non-employee director, computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of this amount are included in footnote 9 to the Company’s audited financial statements for the fiscal year ended December 31, 2009 and included in the Company’s Annual Report onForm 10-K filed with the Securities and Exchange Commission on March 31, 2010. The 2,000-share annual stock option award granted during the 2009 fiscal year was at an exercise price per share of $2.10. Mr. Stachowiak’s initial 5,000 option award upon joining the board was at an exercise price of $2.82. For further information concerning the stock option awards granted under the 2006 Stock Incentive Plan, see the section below entitled “Directors’ Equity Grants.” | |
(5) | As of December 31, 2009 the following non-employee directors held options to purchase the following number of shares of the Company’s common stock: Mr. Robison, 29,000 shares; Mr. Ruffle, 17,000 shares; Mr. Stachowiak, 5,000 shares; and Mr. Trotman, 17,000 shares. The options were granted under the Company’s 2006 Stock Incentive Plan. For further information concerning the grant of options to non-employee directors under such plan, see the section below entitled “2006 Stock Incentive Plan”. |
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Common Shares Owned Beneficially | ||||||||
Amount and Nature of | ||||||||
Name and Address of Beneficial Owner | Beneficial Ownership(2) | Percent of Class(3) | ||||||
Directors and Named Officers | ||||||||
Ernest A. Bates, M.D.(1) | 893,537 | 19.1 | % | |||||
Chairman of the Board and Chief Executive Officer | ||||||||
Olin C. Robison(1)(4) | 28,350 | * | ||||||
John F. Ruffle(1)(4) | 216,761 | 4.7 | % | |||||
Raymond C. Stachowiak(1)(4) | 26,167 | * | ||||||
Stanley S. Trotman, Jr.(1)(4) | 183,137 | 4.0 | % | |||||
Ernest R. Bates(1)(4) | 75,345 | 1.6 | % | |||||
Vice President of Sales and Business Development | ||||||||
Craig K. Tagawa(1)(4) | 104,823 | 2.3 | % | |||||
Senior Vice President, Chief Operating and Financial Officer | ||||||||
All Current Directors & Executive Officers as a Group (7 people)(4) | 1,528,120 | 31.4 | % | |||||
5% or More Shareholders None |
* | Less than 1% | |
(1) | The address of each such individual isc/o American Shared Hospital Services, Four Embarcadero Center, Suite 3700, San Francisco, California 94111. | |
(2) | Each person directly or indirectly has sole voting and investment power with respect to the shares listed under this column as being owned by such person. | |
(3) | Shares that any person or group of persons is entitled to acquire upon the exercise of options or warrants within 60 days after April 1, 2010, are treated as issued and outstanding for the purpose of computing the percent of the class owned by such person or group of persons but not for the purpose of computing the percent of the class owned by any other person. | |
(4) | Includes shares underlying options that are currently exercisable or will become exercisable within 60 days following April 1, 2010: Dr. Bates, 94,167 shares; Mr. Bates, 58,516 shares; Mr. Robison, 26,850 shares; Mr. Ruffle, 14,850 shares; Mr. Stachowiak, 1,167 shares; Mr. Trotman, 14,850 shares; Mr. Tagawa, 62,591 shares; and Directors and Executive Officers as a group, 272,991 shares. |
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• | attract, retain, motivate and engage executives with superior leadership and management capabilities, | |
• | provide an overall level of compensation to each executive officer which is externally competitive, internally equitable and performance-driven, and | |
• | ensure that total compensation levels are reflective of our financial performance and provide the executive officer with the opportunity to earn above-market total compensation for exceptional business performance. |
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Option | All Other | |||||||||||||||||||||||
Salary | Bonus | Awards | Compensation | Total | ||||||||||||||||||||
Year | ($) (1) | ($) (2) | ($) (3) | ($) (4) | ($) | |||||||||||||||||||
Name and Principal Position (a) | (b) | (c) | (d) | (e) | (f) | (g) | ||||||||||||||||||
Ernest A. Bates, | 2009 | 475,000 | 0 | 0 | 33,108 | 508,108 | ||||||||||||||||||
M.D. Chairman of the Board and Chief Executive Officer | 2008 | 475,000 | 47,500 | 40,500 | 29,316 | 592,316 | ||||||||||||||||||
Craig K. Tagawa, | 2009 | 300,000 | 0 | 0 | 10,695 | 310,695 | ||||||||||||||||||
Chief Operating Officer and Chief Financial Officer | 2008 | 300,000 | 30,000 | 0 | 16,268 | 346,268 | ||||||||||||||||||
Ernest R. Bates, | 2009 | 250,000 | 0 | 0 | 15,607 | 265,607 | ||||||||||||||||||
Vice President of Business Development | 2008 | 250,000 | 25,000 | 0 | 15,000 | 290,000 |
(1) | Includes amounts deferred under the Company’s Retirement Plan for Employees of American Shared Hospital Services, a qualified plan under section 401(k) of the Internal Revenue Code. | |
(2) | Bonuses were accrued in 2008 and paid in first quarter 2009. | |
(3) | The amounts in column (e) reflect the aggregate grant date fair value of stock options granted to each named executive officer, computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of this amount are included in Note 9 to the Company’s audited financial statements for the fiscal year ended December 31, 2009 and included in the Company’s Annual Report onForm 10-K filed with the Securities and Exchange Commission on March 31, 2010. | |
(4) | The amounts in column (f) include matching contributions under the Company’s 401K plan, automobile and parking allowance, income attributable to life insurance coverage paid by us, personal use of the Company’s leased apartment, and premiums paid by the Company for long term disability coverage. |
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Option Awards | ||||||||||||||
Number of | ||||||||||||||
Number of | Securities | |||||||||||||
Securities | Underlying | |||||||||||||
Underlying | Unexercised | |||||||||||||
Unexercised | Options | |||||||||||||
Options | Unexercisable (#) | Option Exercise | Option Expiration | |||||||||||
Name | Exercisable (#) | (1) | Price ($) | Date | ||||||||||
Ernest A. Bates, M.D. | 60,000 | 90,000 | $ | 3.036 | December 5, 2014 | |||||||||
17,500 | 32,500 | $ | 2.959 | March 7, 2015 | ||||||||||
Craig K. Tagawa | 13,050 | 1,450 | $ | 6.16 | June 15, 2015 | |||||||||
40,000 | 60,000 | $ | 2.76 | December 5, 2014 | ||||||||||
Ernest R. Bates | 28,333 | 21,667 | $ | 6.50 | February 7, 2014 | |||||||||
10,000 | 15,000 | $ | 2.76 | December 5, 2014 |
(1) | The option shares vest in five equal annual installments over the five year period measured from their issue date (which was seven years before the expiration date, or ten years in the case of Mr. Tagawa’s award expiring in 2015), provided each employee continues to provide services to the Company through each applicable vesting date. None of the option shares authorized under these awards had been exercised as of December 31, 2009. |
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Number of Shares to | ||||||||||||
be Issued upon | Weighted Average | |||||||||||
Exercise of | Exercise Price of | Number of Shares | ||||||||||
Outstanding Options, | Outstanding Options, | Remaining Available for | ||||||||||
Plan Category | Warrants and Rights | Warrants and Rights | Future Issuance | |||||||||
Equity compensation plans approved by security holders (1) | 600,930(2 | ) | $ | 3.72(3 | ) | 142,070(4 | ) | |||||
Equity compensation plans not approved by security holders | N/A | N/A | N/A | |||||||||
Total | 600,930 | $ | 3.72 | 142,070 |
(1) | Consists of our 2006 Plan. | |
(2) | Includes 2,000 shares of our common stock subject to restricted stock unit awards that will entitle each holder to one share of our common stock for each such unit that vests over the holder’s period of continued service. | |
(3) | Calculated without taking into account 2,000 shares of common stock subject to outstanding restricted stock unit awards that will become issuable, as those units vest, without any cash consideration or other payment required for such shares. | |
(4) | Shares reserved for issuance under the 2006 Plan may be issued upon the exercise of stock options or stock appreciation rights, through direct stock issuances or pursuant to restricted stock units or other stock based awards that vest upon the attainment of prescribed performance milestones or the completion of designated service periods. |
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Olin C. Robison
Raymond C. Stachowiak
Stanley S. Trotman, Jr.
• | for awards denominated in terms of shares of our common stock, the maximum number of shares of common stock for which such awards may be made to any one person in any calendar year will not exceed 150,000 shares in the aggregate; provided, however, that for a calendar year in which a person first commences service, the foregoing limitation will be increased to 200,000 shares; and | |
• | for awards denominated in terms of cash and subject to one or more performance-vesting conditions, the maximum dollar amount for which such awards may be made to any one person in any calendar year will not exceed $1,500,000.00 for each calendar year within the applicable performance measurement period, with any such performance period not to exceed five (5) years and with pro-ration based on the foregoing dollar amount in the event of any fractional calendar year included within such performance period. |
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• | For each share of common stock subject to such an expired, forfeited, cancelled or terminated award made under the discretionary grant program (including the options transferred from the predecessor plans) or subject to an option grant made under the automatic grant program, one share of common stock will become available for subsequent award and issuance under the Plan, | |
• | For each share of common stock subject to a forfeited or cancelled Full Value Award made under the stock issuance, automatic grant or incentive bonus program prior to March 18, 2010, one share will become available for subsequent award and issuance. | |
• | For each share of common stock subject to a forfeited or cancelled Full Value Award made under the stock issuance, automatic grant or incentive bonus program on or after March 18, 2010, 1.59 shares will become available for subsequent award and issuance. | |
• | For each unvested share of common stock issued under the discretionary grant or stock issuance program for cash consideration not less than the fair market value per share of common stock on the award date and subsequently repurchased by us, at a price per share not greater than the original issue price paid per share, pursuant to our repurchase rights under the Plan, one share will become available for subsequent award and issuance under the Plan. |
• | Should the exercise price of an option be paid in shares of our common stock, then the number of shares reserved for issuance under the Plan will be reduced by the gross number of shares for which that option is exercised, and not by the net number of new shares issued under the exercised option. | |
• | Should shares of common stock otherwise issuable under the Plan be withheld by us in satisfaction of the withholding taxes incurred in connection with the exercise, issuance or vesting of an Award, then the number of shares of common stock available for issuance under the Plan will be reduced on the basis of the full number of shares that were issuable under the Award, and not on the basis of the net number of shares actually issued after any such share withholding. | |
• | Upon the exercise of any stock appreciation right granted under the Plan, the share reserve will be reduced by the gross number of shares as to which such stock appreciation right is exercised, and not by the net number of shares actually issued upon such exercise. |
• | For awards denominated in shares of our common stock at the time of grant (whether payable in common stock, cash or a combination of both), a participant in the Plan may not receive awards for more than 150,000 shares of our common stock in the aggregate. However, for the calendar year in which such person first commences service, the foregoing limitation will be increased to 200,000 shares. Such share limitations will be subject to adjustment from time to time for stock splits, stock dividends and similar transactions affecting the number of outstanding shares of our common stock. Shareholder approval of this proposal will also constitute approval of those share limitations for purposes of Section 162(m). Accordingly, such limitations will assure that any deductions to which we would otherwise be entitled upon the exercise of stock options or stock appreciation rights granted under the Plan will not be subject to the $1 million limitation on the income tax deductibility of compensation paid per executive officer imposed under Section 162(m). In addition, shares issued under the stock issuance and incentive bonus programs |
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may also qualify as performance-based compensation that is not subject to the Section 162(m) limitation, if the vesting of those shares is tied to the attainment of the corporate performance milestones discussed below in the summary description of the stock issuance program. |
• | For performance-based awards denominated in cash dollars at the time of grant (whether payable in cash, shares of our common stock, or both), a participant in the Plan may not receive awards that exceed in the aggregate $1,500,000.00 for each calendar year within the applicable performance measurement period, with such performance period limited to a maximum of 5 years and with pro-ration based on such dollar limit for any fractional year included within such performance period. Shareholder approval of this proposal will also constitute approval of that $1,500,000.00 limitation for purposes of Section 162(m). Accordingly, such limitation will assure that any deductions to which we would otherwise be entitled upon the payment of cash bonuses or the settlement of performance units under the incentive bonus plan will not be subject to the $1 million limitation on the income tax deductibility of compensation paid per executive officer imposed under Section 162(m), to the extent the vesting of those awards is tied to the attainment of one or more of the corporate performance milestones discussed below in the summary description of the stock issuance program. |
• | Tandem stock appreciation rights provide the holders with the right to surrender their options for an appreciation distribution from us in an amount equal to the excess of (i) the fair market value of the vested |
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shares of our common stock subject to the surrendered option over (ii) the aggregate exercise price payable for those shares. |
• | Stand-alone stock appreciation rights allow the holders to exercise those rights as to a specific number of shares of our common stock and receive in exchange an appreciation distribution from us in an amount equal to the excess of (i) the fair market value of the shares of common stock as to which those rights are exercised over (ii) the aggregate base price in effect for those shares. The base price per share may not be less than the fair market value per share of our common stock on the date the stand-alone stock appreciation right is granted, and the right may not have a term in excess of seven years. |
• | The vesting of the performance shares will be tied to the attainment of corporate performance objectives over a specified performance period, all as established by the plan administrator at the time of the award. | |
• | At the end of the performance period, the plan administrator will determine the actual level of attainment for each performance objective and the extent to which the performance shares awarded for that period are to vest and become payable based on the attained performance levels. | |
• | The performance shares which so vest will be paid as soon as practicable following the end of the performance period, unless such payment is to be deferred for the period specified by the plan administrator at the time the performance shares are awarded or the period selected by the participant in accordance with the applicable requirements of Internal Revenue Code Section 409A. | |
• | Performance shares may be paid in cash or shares of our common stock. | |
• | Performance shares may also be structured so that the shares are convertible into shares of our common stock, but the rate at which each performance share is to so convert will be based on the attained level of performance for each applicable performance objective. |
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• | A performance unit will represent either (i) a unit with a dollar value tied to the level at which pre-established corporate performance objectives based on one or more performance goals are attained or (ii) a participating interest in a special bonus pool tied to the attainment of pre-established corporate performance objectives based on one or more performance goals. The amount of the bonus pool may vary with the level at which the applicable performance objectives are attained, and the value of each performance unit which becomes due and payable upon the attained level of performance will be determined by dividing |
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the amount of the resulting bonus pool (if any) by the total number of performance units issued and outstanding at the completion of the applicable performance period. |
• | Performance units may also be structured to include a service-vesting requirement which the participant must satisfy following the completion of the performance period in order to vest in the performance units awarded with respect to that performance period. | |
• | Performance units which become due and payable following the attainment of the applicable performance objectives and the satisfaction of any applicable service-vesting requirement may be paid in cash or shares of our common stock valued at fair market value on the payment date. |
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Number of | ||||||||
Shares | Weighted | |||||||
Underlying | Average | |||||||
Options | Exercise Price | |||||||
Name and Position | Granted(#) | Per Share($) | ||||||
Ernest A. Bates, M.D. | None | |||||||
Ernest R. Bates | None | |||||||
Craig K. Tagawa | None | |||||||
All current executive officers as a group (3 persons) | None | |||||||
Non-employee directors: | ||||||||
Olin C. Robison | 2,000 | $ | 2.10 | |||||
John F. Ruffle | 2,000 | $ | 2.10 | |||||
Raymond C. Stachowiak | 5,000 | $ | 2.82 | |||||
Stanely S. Trotman, Jr. | 2,000 | $ | 2.10 | |||||
All current non-employee directors as a group (4 persons) | 11,000 | $ | 2.43 | |||||
All employees, including current officers who are not executive officers, as a group (8 persons) | None |
Number of Shares Subject to | ||||
Name and Position | Restricted Stock Unit Award (#) | |||
Ernest A. Bates, M.D. | None | |||
Ernest R. Bates | None | |||
Craig K. Tagawa | None | |||
All current executive officers as a group (3 persons) | None | |||
Non-employee directors: | ||||
Olin C. Robison | 500 | |||
John F. Ruffle | 500 | |||
Raymond C. Stachowiak | 500 | |||
Stanely S. Trotman, Jr. | 500 | |||
All current non-employee directors as a group (4 persons) | 2,000 | |||
All employees, including current officers who are not executive officers, as a group (8 persons) | None |
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• | We will automatically withhold, from the shares of common stock otherwise issuable upon the issuance, exercise, vesting or settlement of such award, a portion of those shares with an aggregate fair market value equal to the applicable withholding taxes. The shares so withheld shall reduce the number of shares of common stock authorized for issuance under the Plan in accordance with the applicable reduction parameters in effect under the Plan. | |
• | The holder of the award may be given the right to deliver to us, at the time of the issuance, exercise, vesting or settlement of such award, one or more shares of our common stock previously acquired by such individual with an aggregate fair market value equal to all or a portion of the required withholding taxes. The shares so delivered will neither reduce the number of shares of common stock authorized for issuance under the Plan nor be added to the number of shares authorized for issuance under the Plan. |
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Audit- | ||||||||||||||||||||
Audit | Related | All Other | ||||||||||||||||||
Fees(1) | Fees(2) | Tax Fees(3) | Fees(4) | Total Fees | ||||||||||||||||
2009 | $ | 132,000 | $ | 10,000 | $ | 106,000 | $ | 0 | $ | 248,000 | ||||||||||
2008 | $ | 150,000 | $ | 10,000 | $ | 111,000 | $ | 0 | $ | 271,000 |
(1) | Consists of fees billed for professional services rendered in connection with the audit of our consolidated financial statements and review of interim condensed consolidated financial statements included in our quarterly reports and services normally provided in connection with statutory and regulatory filings or engagements. | |
(2) | Audit related fees were primarily related to meetings with the audit committee, attendance at the annual stockholder meeting, accounting advice, review of comment letter received from the SEC and advice related to Section 404 of the Sarbanes-Oxley Act. | |
(3) | Consists of tax compliance and preparation and other tax services. | |
(4) | Consists of fees for all other services other than those reported above. |
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(FORMERLY THE 2006 STOCK INCENTIVE PLAN)
I. | PURPOSE OF THE PLAN |
II. | STRUCTURE OF THE PLAN |
• | the Discretionary Grant Program under which eligible persons may, at the discretion of the Plan Administrator, be granted options to purchase shares of Common Stock or stock appreciation rights tied to the value of such Common Stock, | |
• | the Stock Issuance Program under which eligible persons may, at the discretion of the Plan Administrator, be issued shares of Common Stock pursuant to restricted stock awards, restricted stock units or other stock-based awards which vest upon the completion of a designated service period or the attainment of pre-established performance milestones, or such shares of Common Stock may be issued through direct purchase or as a bonus for services rendered the Corporation (or any Parent or Subsidiary), | |
• | the Incentive Bonus Program under which eligible persons may, at the discretion of the Plan Administrator, be provided with incentive bonus opportunities through performance unit awards and special cash incentive programs tied to the attainment of pre-established performance milestones, and | |
• | the Automatic Grant Program under which eligible non-employee Board members will automatically receive grants at designated intervals over their period of continued Board service. |
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IV. | ELIGIBILITY |
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V. | STOCK SUBJECT TO THE PLAN |
• | for Awards denominated in terms of shares of Common Stock (whether payable in Common Stock, cash or a combination of both), the maximum number of shares of Common Stock for which such Awards may be made to such person in any calendar year shall not exceed One Hundred Fifty Thousand (150,000) shares of Common Stock in the aggregate; provided, however, that for the calendar year in which such person first commences Service, the foregoing limitation shall be increased to Two Hundred Thousand (200,000) shares, and | |
• | for Awards denominated in terms of cash (whether payable in cash, Common Stock or a combination of both) and subject to one or more performance-vesting conditions, the maximum dollar amount for which such Awards may be made to such person in any calendar year shall not exceed One Million Five Hundred Thousand Dollars ($1,500,000.00) for each calendar year within the applicable performance measurement period, with any such performance period not to exceed five (5) years and with pro-ration based on the foregoing dollar amount in the event of any fractional calendar year included within such performance period. |
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I. | OPTION TERMS |
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II. | INCENTIVE OPTIONS |
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IV. | CHANGE IN CONTROL |
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V. | PROHIBITION ON REPRICING PROGRAMS |
I. | STOCK ISSUANCE TERMS |
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II. | CHANGE IN CONTROL |
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I. | INCENTIVE BONUS TERMS |
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II. | CHANGE IN CONTROL |
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I. | TERMS |
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II. | CHANGE IN CONTROL |
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III. | REMAINING TERMS |
IV. | ALTERNATIVE AWARDS |
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I. | TAX WITHHOLDING |
II. | SHARE ESCROW/LEGENDS |
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IV. | AMENDMENT OF THE PLAN |
V. | USE OF PROCEEDS |
VI. | REGULATORY APPROVALS |
VII. | NO EMPLOYMENT/SERVICE RIGHTS |
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are available at www.ashs.com.
your proxy card in the
envelope provided as soon
as possible.
ê | ê | |||
Please detach along perforated line and mail in the envelope provided. |
g 20530300000000001000 0 | 060210 |
The Board of Directors recommends a vote FOR election of the directors nominated herein, FOR the approval of the amendment and restatement of the 2006 stock incentive plan and FOR the ratification of independent registered public accounting firm. | |||||||||||||
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HEREx | |||||||||||||
1. To elect five of the persons named below to the Board of Directors to serve until the 2011 Annual Meeting of Shareholders and until their successors are elected and have qualified. | FOR | AGAINST | ABSTAIN | ||||||||||
c FOR ALL NOMINEES c WITHHOLD AUTHORITY FOR ALL NOMINEES c FOR ALL EXCEPT (See instructions below) | NOMINEES: O Ernest A. Bates, M.D. O Olin C. Robison O John F. Ruffle O Raymond C. Stachowiak O Stanley S. Trotman, Jr. | 2. 2006 STOCK INCENTIVE PLAN. TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE COMPANY’S 2006 STOCK INCENTIVE PLAN. 3. RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. To ratify the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2010. | c c | c c | c c | ||||||||
This proxy when properly executed will be voted in the manner directed herein and in the discretion of the proxy holders and all other matters coming before the meeting. If no direction is made, this proxy will be voted FOR the election of directors recommended herein, and FOR Proposals No. 2 and No. 3. The Board of Directors recommends a vote FOR election of the directors nominated herein, FOR the approval of the amendment and restatement of the 2006 stock incentive plan and FOR the ratification of independent registered public accounting firm. The undersigned hereby ratifies and confirms all that said attorneys and proxies, or any of them, or their substitutes, shall lawfully do or cause to be done by virtue hereof, and hereby revokes any and all proxies heretofore given by the undersigned to vote at the Meeting. The undersigned acknowledges receipt of the Notice of the Annual Meeting and the Proxy Statement accompanying such Notice. PLEASE MARK, DATE AND SIGN AS YOUR NAME APPEARS ABOVE AND RETURN IN THE ENCLOSED ENVELOPE. | |||||||||||||
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: (n) | |||||||||||||
MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING.c | |||||||||||||
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. | c | ||||||||||||
Signature of Shareholders | Date: | Signature of Shareholders | Date: | ||||||||||||||||||
Note: | Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE FIVE PERSONS NOMINATED FOR ELECTION TO THE BOARD OF DIRECTORS, "FOR" THE APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE 2006 STOCK INCENTIVE PLAN, AND "FOR" THE RATIFICATION OF MOSS ADAMS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2010. YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS MADE, IT WILL BE VOTED, SUBJECT TO THE PROXYHOLDER'S DISCRETIONARY AUTHORITY TO CUMULATE VOTES, "FOR" THE ELECTION OF THE PERSONS NOMINATED ON THE REVERSE SIDE, AND WILL HAVE THE EFFECT OF WITHHOLDING DISCRETIONARY AUTHORITY TO CUMULATE VOTES, "FOR" THE APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE 2006 STOCK INCENTIVE PLAN AND "FOR" THE RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. THE BOARD OF DIRECTORS IS NOT AWARE OF ANY OTHER MATTERS THAT WILL COME BEFORE THE ANNUAL MEETING, OTHER THAN THOSE DESCRIBED IN THIS PROXY. HOWEVER, IF SUCH MATTERS ARE PRESENTED, THE NAMED PROXIES WILL, IN THE ABSENCE OF INSTRUCTIONS TO THE CONTRARY, VOTE SUCH PROXIES IN ACCORDANCE WITH THE JUDGMENT OF SUCH NAMED PROXIES WITH RESPECT TO ANY SUCH OTHER MATTER PROPERLY COMING BEFORE THE MEETING. THIS PROXY MAY BE REVOKED PRIOR TO ITS EXERCISE BY FILING WITH THE SECRETARY OF THE COMPANY AN INSTRUMENT IN WRITING REVOKING THIS PROXY OR A DULY EXECUTED PROXY BEARING A LATER DATE. THIS PROXY ALSO MAY BE REVOKED BY ATTENDANCE AT THE MEETING AND ELECTION TO VOTE IN PERSON.
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