ADESA, Inc.
Acceleration of Stock Option Vesting
On March 9, 2005, the Board of Directors of ADESA, Inc. (the "Company") approved resolutions to accelerate the vesting of certain unvested and "out-of-the-money" stock options previously awarded to employees and officers. The awards accelerated were made under the ADESA, Inc. 2004 Equity and Incentive Plan in conjunction with ADESA's initial public offering ("IPO") in June 2004. As a result, options to purchase approximately 2.9 million shares of the Company's common stock became exercisable immediately. The options awarded in conjunction with the IPO to the Company's named executive officers and the majority of the other officers would have vested in equal increments at June 15, 2005, 2006 and 2007. The options awarded to certain other executive officers and employees had different vesting terms. One-third of the options awarded to the other executive officers and employees vested on December 31, 2004. The remaining two-thirds of the options awarded to these executive officers and other employees in conjunction with the IPO would have vested in equal increments at December 31, 2005 and 2006. All of these options expire in June 2010. All other terms and conditions applicable to the outstanding stock option grants remain in effect. The options that were accelerated have an exercise price of $24 and included those listed below held by the named executive officers of the Company.
| Name | Title | Number of Shares Issuable Under Accelerated Options | ||
|---|---|---|---|---|
| David G. Gartzke | Chairman, President and Chief Executive Officer | 663,950 | ||
| James P. Hallett | Executive Vice President of ADESA, Inc. and President of ADESA Corporation, LLC | 265,580 | ||
| Bradley A. Todd | Executive Vice President of ADESA, Inc. and President of Automotive Finance Corporation | 265,580 | ||
| Cameron C. Hitchcock | Executive Vice President and Chief Financial Officer | 265,580 | ||
| Brenda J. Flayton | Executive Vice President and Chief Administrative Officer | 159,348 | ||
| Other Executive Officers | Various | 516,233 | ||
| All Executive Officers | Various | 2,136,271 | ||
| Other Employees | Various | 761,831 | ||
| 2,898,102 | ||||
