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Under current rules at both Nasdaq, where Mentor is traded, and the New York Stock Exchange, companies do not need to submit most option plans for shareholder approval.
Mr. McCall also said that in the past he had allowed money managers he hired to vote proxies of shares in their management portfolios on stock option plans for executives.
"There are tax-planning techniques out there that range from the really mundane to the really aggressive," said Ted Buyniski, a principal at iQuantic Buck, a San Francisco-based human resources concern that designs stock option plans for companies.
Those repurchases are sometimes intended to pay capital to shareholders, and sometimes to offset the dilution of shares that would be caused by generous stock option plans for executives.
Harvey L. Pitt, the chairman of the Securities and Exchange Commission, proposed last week that all option plans for top executives be subject to approval by shareholders and that options be awarded only by a panel of outside directors.
As the following story shows, U.S.-style stock option plans for top executives are growing in popularity around the world.
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It said it intended to create a separate stock option plan for Securify, its information security group.
The advisory firm also recommended that shareholders vote against a stock option plan for the benefit of Texas Instruments' directors, a plan that I.S.S. considers too costly.
Even Microsoft, with years of stellar returns, saw 27percentt of its shares vote against a small option plan for board members in November.
Matsushita, the maker of Panasonic electronic appliances, said it would repurchase shares, introduce a stock option plan for senior executives and directors, link managers' salaries to the performance of its stock and streamline its board room.
No surprise, then, that one of Norway's major companies, $10 billion (revenues) Kvaerner ASA, an international engineering and construction company, caused a commotion when it introduced a stock option plan for senior managers several years ago.
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