NEVADA (State or other jurisdiction of incorporation) |
0-26176 (Commission File Number) |
88-0336997 (IRS Employer Identification No.) |
9601 S. MERIDIAN BLVD. ENGLEWOOD, COLORADO (Address of principal executive offices) |
80112 (Zip Code) |
COLORADO (State or other jurisdiction of incorporation) |
333-31929 (Commission File Number) |
84-1328967 (IRS Employer Identification No.) |
9601 S. MERIDIAN BLVD. ENGLEWOOD, COLORADO (Address of principal executive offices) |
80112 (Zip Code) |
| Reflect that the number of shares reserved for issuance under the 1999 Plan has been adjusted to 80,000,000 to account for the three separate two-for-one splits of our Class A Shares that have occurred since the original adoption of the 1999 Plan. For the same reason, the amendments also reflect that: (i) the maximum number of shares that can be granted to any participant in any one year has been adjusted to 4,000,000; and (ii) the amount of certain performance awards that can be granted to any participant in any one year has been adjusted to the fair market value of 2,000,000 shares; | ||
| Expand the class of employees who are eligible to receive awards under the 1999 Plan to include all of the Companys employees to the extent they are part of a broad-based performance incentive plan; | ||
| Define subsidiaries to include those entities in which the Company holds a 50% or greater ownership interest. The purpose of this modification is, among other things, to confirm that the plan committee may grant awards to individuals employed by entities, such as joint ventures, in which the Company holds only a 50% ownership interest. Prior to this proposed amendment, the plan committee could grant awards to individuals employed by entities in which the Company held a greater than 50% ownership interest; | ||
| Clarify the performance criteria pursuant to which awards may be granted; and | ||
| Provide that awards will have such terms as are necessary to comply with the newly-enacted Section 409A of the Internal Revenue Code of 1986, as amended (the Code). |
| Remove a provision that limits inducement awards to 10,000 option shares; |
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| Remove a limitation that prevents the plan committee from granting options to purchase more than 10,000 shares to any one nonemployee director in a given 12 month period; and | ||
| Provide that nonemployee director options will have such terms as are necessary to comply with the section 409A of the Code. |
| Increase the annual retainer for each nonemployee director from $20,000 to $40,000; and | ||
| Provide that each nonemployee director receives reimbursement, in full, of reasonable travel expenses related to attendance at all meetings of the Board of Directors and its committees. Prior to this change, each nonemployee director was subject to an annual maximum reimbursement of $2,000 for travel related to attendance of meetings of the Board of Directors and its committees other than annual meetings of the Board of Directors and its committees. |
10.1
|
1999 Sock Incentive Plan (incorporated by reference to Appendix A to the Companys Definitive Proxy Statement on Schedule 14A dated August 24, 2005) | |
10.2
|
2001 Nonemployee Director Plan (incorporated by reference to Appendix B to the Companys Definitive Proxy Statement on Schedule 14A dated August 24, 2005) |
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ECHOSTAR COMMUNICATIONS CORPORATION ECHOSTAR DBS CORPORATION |
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By: | /s/ David K. Moskowitz | |||
Date: October 12, 2005 | David K. Moskowitz | |||
Executive Vice President, General Counsel and Secretary |
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EXHIBIT | ||
NUMBER | DESCRIPTION | |
10.1
|
1999 Sock Incentive Plan (incorporated by reference to Appendix A to the Companys Definitive Proxy Statement on Schedule 14A dated August 24, 2005) | |
10.2
|
2001 Nonemployee Director Plan (incorporated by reference to Appendix B to the Companys Definitive Proxy Statement on Schedule 14A dated August 24, 2005) |