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Table of Contents
Index to Consolidated Financial Statements
CLEARWIRE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — ( CONTINUED)
aided and abetted the alleged breaches of duties. The ACP action seeks a declaration that Sprint and the director defendants breached their fiduciary duties, and
that the other entities aided and abetted that breach; a declaration that the Special Committee and majority
- of - minority conditions were insufficient safeguards
and that defendants bear a burden of proving the “entire fairness” of the transaction; a declaration that the Note Purchase Agreement was the product of
defendants
’ breach of fiduciary duties; a finding that the Merger was unfair to the plaintiffs; rescission of the Merger; and unspecified damages, fees and
expenses. The defendants moved to dismiss the ACP Action in January, 2014.
On October 23, 2013, the plaintiffs in the ACP Action filed a new lawsuit in the Delaware Court of Chancery against the Company. The complaint asks the
court for an appraisal of the “fair value” of plaintiffs
’ stock in Clearwire, and an order that Clearwire pay plaintiffs the “fair value,” plus interest and costs. The
Company filed its answer in November, 2013, and discovery has begun. This case and the ACP Action are in the early stages, their outcome is unknown, and an
estimate of potential losses cannot be made at this time.
In addition to the matters described above, we are often involved in certain other proceedings which seek monetary damages and other relief. Based upon
information currently available to us, none of these other claims are expected to have a material effect on our business, financial condition or results of
operations.
As of
July 9, 2013 , there were 25,226,048 shares available for grant under the Clearwire Corporation 2008 Stock Compensation Plan, which we refer to as the
2008 Plan, which authorizes us to grant incentive stock options, non
- qualified stock options, stock appreciation rights, restricted stock, restricted stock units,
which we refer to as RSUs, performance based RSUs and other stock awards to our employees, directors and consultants. Grants to be awarded under the 2008
Plan will be made available at the discretion of the Compensation Committee of the Board of Directors from authorized but unissued shares, authorized and
issued shares reacquired, or a combination thereof.
Restricted Stock Units
We grant RSUs and performance based RSUs to certain officers and employees under the 2008 Plan. All RSUs generally have performance and service
requirements or service requirements only, with vesting periods ranging from two to four years. The fair value of our RSUs is based on the grant
- date fair market
value of the common stock, which equals the grant date market price. Performance RSUs awarded in 2012 have one to two years performance periods and were
granted once the performance objectives were established in the first quarter of 2012.
F - 81
13.
Share - Based Payments