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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option | $ 25.36 | 05/21/2010 | J | 0 (1) | (1) | 08/19/2010 | Common Stock | 25,630 (1) | (1) | 76,892 | D | ||||
| Employee Stock Option | $ 13.48 | 05/21/2010 | J | 44,895 (2) | (2) | 08/19/2010 | Common Stock | 44,895 (2) | (2) | 30,688 | D | ||||
| Restricted Stock Units | (3) | 05/21/2010 | J | 0 (4) | (4) | (4) | Common Stock | 23,659 | (4) | 23,659 | D | ||||
| Restricted Stock Units | (5) | 05/21/2010 | J | 27,760 (6) | (6) | (6) | Common Stock | 27,760 | $ 0 | 18,975 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Stewart John O. 5301 LEGACY DRIVE PLANO, TX 75024 |
Executive Vice President & CFO | |||
| Wayne R. Lewis, attorney in fact | 05/24/2010 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Reporting Person left the employ of the Issuer on May 21, 2010 (the Separation Date"). Pursuant to the terms of the Nonqualified Stock Option Agreement executed in connection with the option grant made by the Issuer to the Reporting Person on May 7, 2008 (the "2008 Option Agreement"), options to purchase 982 shares of the Issuer's common stock (the "Stock") vested on the Separation Date. Pursuant to the terms of the Separation Agreement (the "Agreement") between the Issuer and Reporting Person, the vesting of the remaining options to purchase 24,648 shares of Stock (that were the subject of the 2008 Option Agreement) was accelerated and those options vested on the Separation Date. |
| (2) | Pursuant to the Nonqualified Stock Option Agreement executed in connection with the grant made by the Issuer to the Reporting Person on March 2, 2009 and the Separation Agreement, options to purchase 5,493 shares of stock vested on the Separation Date and the remaining unvested options to purchase 44,895 shares of stock were forfeited. |
| (3) | Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock and is granted pursuant to the Issuer's Omnibus Stock Incentive Plan of 2008. |
| (4) | Pursuant to the terms of the Restricted Stock Unit Agreement (the "2008 RSU Agreement") executed in connection with the award made by the Issuer to the Reporting Person on May 7, 2008, 16,075 stock units vested on the Separation Date. Pursuant to the terms of the Separation Agreement, the vesting of the remaining 7,584 stock units (that were the subject of the 2008 RSU Agreement) was accelerated and vested on the Separation Date. |
| (5) | Each restricted stock unit represents a contingent right to receive one share of the Issuer's Common Stock and is granted pursuant to the Issuer's Omnibus Stock Incentive Plan of 2009. |
| (6) | Pursuant to the terms of the Restricted Stock Unit Agreement (the "2009 RSU Agreement") executed in connection with the award made by the Issuer to the Reporting Person on March 2, 2009 and the Separation Agreement, 18,975 restricted stock units vested on the Separation Date. Pursuant to the 2009 RSU Agreement, the remaining unvested 27,760 restricted stock units (that were the subject of the 2009 RSU Agreement) were forfeited. |