EX-99.1 2 dex991.htm PRESENTATION SLIDES Presentation slides
Summary of 2009 Proxy
Proposal 1 –
Election of directors
Proposal 2 –
Approval of Employee Stock Purchase Plan
Proposal 3 –
Approval of 2009 equity plan (5M shares)
Proposal 4 –
Non NEO* fair value options exchange
Proposal 5 –
NEO* fair value option exchange
The Board unanimously recommends a “FOR”
vote for all
proposals.
* NEO = Named Executive Officers
Exhibit 99.1


Summary of Proposed 2009 Equity Plan
Proposal 3 -
Equity Incentive Award Plan
New authorization of 5 million shares
Limited issuance of 2.5 million shares in 2009
2009 officer grants split 50/50 (time based and performance based)
significantly
increasing
alignment
between
shareholders
and
management
Cancels all prior plans and any unissued equity
New equity plan would include shares required for proposed option
exchange programs (proposals 4 and 5)
Approximately 4.5 million shares** available for new issuances if
employees
fully
participate
in
option
for
RSU
exchange
(proposal
4
and 5)
** final exchange ratio subject to change based on stock price,
calculations
based
April
30
closing
price
th


Proposal 4 -
Fair value stock option exchange for employees
other than named executive officers
Fair
value
calculated
using
Black–Scholes
and/or
lattice
valuation
methodologies
Approximately 3.6 million outstanding options eligible to be exchanged
for approximately 0.3M RSUs
**
Eliminates approximately 3.3 million shares from current overhang **
Proposal maintains flexibility for option-for-option exchange or option-
for-RSU exchange
Requires an increase in shares issuable under existing equity plans
(proposal 3)
Strong
employee
participation
will
drive
a
significant
reduction
in
the
overhang.
The
2009
overhang
will
be
significantly
less
than
that
of
2008**
** final exchange ratio subject to change based on stock price,
calculations
based
April
30
closing
price
Summary of Proposed 2009 Employee
Option Exchange Program
th


Proposal 5 -
Fair value stock option exchange for named
executive officers
Exchanges time-based stock options for performance-based awards
New
equity
will
fully
vest
100%
on
EFI
stock
price
closing
above
target
of
225%
of
the
share
price
at
the
date
of
the
exchange.
If
the
price
on
the
day
of
exchange
is
$10,
100%
of
equity
vests
at
$22.50
Significantly
increases
shareholder
and
management
alignment
Fair
value
calculated
using
Black–Scholes
and/or
lattice
valuation
methodologies
Approximately 1.1 million existing options eligible to be exchanged for
approximately 0.2M RSUs**
** final exchange ratio subject to change based on stock price,
calculations
based
April
30
closing
price
Summary of Proposed 2009 NEO Option
Exchange Program
th