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Technology Stocks : IATV-ACTV Digital Convergence Software-HyperTV

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To: Robert Cohen who wrote (3761)5/17/1999 11:24:00 PM
From: StaggerLee  Read Replies (3) of 13157
 
Robert, thank you for identifying what you referred to as a cap on the SARS plan. Though, based on my read it doesn't look like management gave anything up. They merely converted SARS to unrestricted shares.. There's no mercy and benevolence here!

These executive officers agreed to limit their compensation and the corresponding liability to the Company related to all of their vested stock appreciation rights based on a common stock price of $3-15/16, and further agreed to be paid in unregistered common stock in lieu of cash for all of their vested SARs.

I don't think means they're settling for $3 15/16 instead of $15. It only means that they signed an ageement opting out of the Plan, which legally lets the corporation off the hook for paying them them in cash for the value of their SARS appreciation, so ACTV didn't have to record an expense related to the SARS appreciation. (ACTV only recorded appreciation up to $3 15/16 for these executives). For a few weeks, theoretically, management assumes some default risk for the value of their SARS in excess of $3 15/16. Subsequent to the end of the quarter, managment will be paid off in stock for the full vested value of their SARS appreciation, all the way up to $15 or whatever. They're not limiting their vested amount to $3 15/16, I don't think. Though I could be wrong. It looks like the whole transaction was initiated to avoid having to record an expense on the P&L, not because management was trying to be nice to us ;)

It would be great if you could confirm that, though: Ask them when they get paid off in unrestricted stock, will it be at $3 15/16 per SAR, or for the full vested value.
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