Summary of NETAPP, INC. - Yahoo! Finance

Change in Directors or Principal Officers, Financial Statements and Exhibits

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendments to 1999 Stock Option Plan
The Board of Directors of NetApp, Inc. (the "Company") previously adopted, subject to stockholder approval, the following amendments to the Company's 1999 Stock Option Plan (the "1999 Plan"):
1. An amendment to the 1999 Plan to modify the number of shares of Company common stock that may be issued pursuant to awards granted pursuant to the 1999 Plan's Stock Issuance and Performance Share and Performance Unit Programs; and
2. An amendment to the Automatic Option Grant Program contained in the 1999 Plan which amendment permits the 1999 Plan's Administrator to implement an election program so that a nonemployee director may elect to receive his or her automatic equity grants either in the form of all stock options or in a combination of stock options and restricted stock units. The Company's stockholders approved each of the amendments described above at the Annual Meeting of Stockholders of the Company held on October 14, 2009 ("Annual Meeting"). The foregoing is qualified in its entirety by reference to the 1999 Plan, a copy of which was previously filed as Appendix A to the Company's proxy statement dated August 20, 2009 and is incorporated herein by reference. Amendment to Employee Stock Purchase Plan The Company's Board of Directors previously adopted, subject to stockholder approval, an amendment to the Company's Employee Stock Purchase Plan (the "Purchase Plan") to increase the share reserve under the Purchase Plan by an additional 6,700,000 shares of Company common stock.
The Company's stockholders approved the amendment described above at the Annual Meeting.
The foregoing is qualified in its entirety by reference to the Purchase Plan, a copy of which was previously filed as Appendix B to the Company's proxy statement dated August 20, 2009 and is incorporated herein by reference. Amendment to the Executive Compensation Plan The Company's Board of Directors previously adopted, subject to stockholder approval, an amendment and restatement of our Executive Compensation Plan ("Compensation Plan") to provide the Compensation Plan's Administrator with discretion to determine the length of any performance period under the Compensation Plan, while still retaining the deductibility of the compensation pursuant to Section 162(m) of the Internal Revenue Code, and to limit the maximum award that any participant may receive pursuant to the Compensation Plan to $5,000,000 in any fiscal year.
The Company's stockholders approved the amendment described above at the Annual Meeting.
The foregoing is qualified in its entirety by reference to the Compensation Plan, a copy of which was previously filed as Appendix C to the Company's proxy statement dated August 20, 2009 and is incorporated herein by reference. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 17, 2009, the Board of Directors approved an amendment to the Company's bylaws to decrease the number of authorized directors on the Board of Directors from ten (10) to nine (9) effective as of October 14, 2009, immediately prior to the Annual Meeting. A copy of the Certificate of Amendment to the Bylaws of NetApp, Inc. is attached hereto as Exhibit 3.2.

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