The number of shares of our Class A common stock outstanding after this offering as shown in the tables above is based on the number of shares outstanding as of September 24, 2014, after giving effect to the Transactions and the Assumed Redemption, and excludes shares of Class A common stock reserved for issuance under our 2015
Incentive Award Plan (as described in «Executive Compensation — New Employment Agreements and Incentive Plans»), consisting of (i) shares of Class A common stock issuable upon the exercise of options to purchase shares of Class A common stock granted on the date of this prospectus to our directors and certain employees, including the named executive officers, in connection with this offering as described
For additional information about the 2015
Incentive Award Plan and the intended grants to be made under this plan in connection with this offering, please see the section titled» — New Employment Agreements and Incentive Plans» below.
We expect that the 2015
Incentive Award Plan will be effective on the date on which it is adopted by our board of directors, subject to approval of such plan by our stockholders prior to the consummation of this offering.
The number of shares of our Class A common stock outstanding after this offering as shown in the tables above is based on the number of shares outstanding as of September 24, 2014, after giving effect to the Transactions and the Assumed Redemption, and excludes 5,952,917 shares of Class A common stock reserved for issuance under our 2015
Incentive Award Plan (as described in «Executive Compensation — New Employment Agreements and Incentive Plans»), consisting of (i) 2,689,486 shares of Class A common stock issuable upon the exercise of options to purchase shares of Class A common stock granted on the date of this prospectus to our directors and certain employees, including the named executive officers, in connection with this offering as described in «Executive Compensation --
In addition, you may also experience additional dilution, or potential dilution, upon future equity issuances to investors or to our employees and directors under our 2015
Incentive Award Plan and any other equity incentive plans we may adopt.
The table above does not include (i) 5,952,917 shares of Class A common stock reserved for issuance under our 2015
Incentive Award Plan (as described in «Executive Compensation — New Employment Agreements and Incentive Plans»), consisting of (x) 2,689,486 shares of Class A common stock issuable upon exercise of options to purchase shares of Class A common stock granted on the date of this prospectus to our directors and certain employees, including the named executive officers, in connection with this offering as described in «Executive Compensation — Director Compensation» and «Executive Compensation — New Equity Awards,» and (y) 3,263,431 additional shares of Class A common stock reserved for future issuance and (ii) 24,269,792 shares of Class A common stock issuable to the Continuing SSE Equity Owners upon redemption or exchange of their LLC Interests as described in «Certain Relationships and Related Party Transactions — SSE Holdings LLC Agreement.»
We intend to adopt a 2015
Incentive Award Plan in order to facilitate the grant of cash and equity incentives to directors, employees (including our named executive officers) and consultants of our Company and certain of its affiliates and to enable our Company and certain of its affiliates to obtain and retain services of these individuals, which is essential to our long - term success.
Not exact matches
Except as expressly provided in the
Plan, no issuance by Google of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of shares or amount of other property subject to, or the terms related to, any
Incentive Award.
Persons eligible to receive an
Incentive Award under the
Plan will include those employees, consultants, independent contractors and non-employee directors selected by the Committee from time to time.
The
Plan permits grants of the following types of
incentive awards subject to such terms and conditions as the Leadership Development and Compensation Committee shall determine, consistent with the terms of the
Plan: (1) stock options, including stock options intended to qualify as ISOs, (2) other stock - based
awards, including in the form of stock appreciation rights, phantom stock, restricted stock, restricted stock units, performance shares, deferred share units or share - denominated performance units, and (3) cash
awards.
Except as expressly provided in the
Plan, no issuance by Alphabet of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of shares or amount of other property subject to, or the terms related to, any
Incentive Award.
Each
award is subject to the terms and conditions set forth in the 2007 Equity
Incentive Plan and to those other terms and conditions specified by the Committee and memorialized in a written
award agreement.
Awards granted under the 2007 Equity
Incentive Plan may consist of incentive stock options, non-qualified stock options, stock appreciation rights (SAR), restricted stock grants, and restricted stock uni
Incentive Plan may consist of
incentive stock options, non-qualified stock options, stock appreciation rights (SAR), restricted stock grants, and restricted stock uni
incentive stock options, non-qualified stock options, stock appreciation rights (SAR), restricted stock grants, and restricted stock units (RSU).
The
Plan seeks to achieve this purpose by providing for discretionary long - term
incentive Awards in the form of Options (which may be Incentive Stock Options or Nonstatutory Stock Options), Stock Appreciation Rights, Stock Grants, Restricted Stock Units and Cash Bonu
incentive Awards in the form of Options (which may be
Incentive Stock Options or Nonstatutory Stock Options), Stock Appreciation Rights, Stock Grants, Restricted Stock Units and Cash Bonu
Incentive Stock Options or Nonstatutory Stock Options), Stock Appreciation Rights, Stock Grants, Restricted Stock Units and Cash Bonus
Awards.
We generally do not enter into severance arrangements with our named executive officers, and none of the equity
awards granted to the named executive officers under Apple's equity
incentive plans provide for acceleration in connection with a change in control or a termination of employment, other than as noted below or in connection with death or disability.
Subject to the terms and conditions set forth in the
Plan,
incentive awards may be settled in cash or shares of Class C capital stock and may be subject to performance - based and / or service - based conditions.
Other than periodic
incentive plans that were historically provided to Mr. McNeill based on the achievement of specific customer - related metrics, including as set forth under the «Non-Equity Incentive Plan Compensation» column in «Executive Compensation — Summary Compensation Table» below, we do not currently have or have planned any specific arrangements with our named executive officers providing for cash - based bonu
incentive plans that were historically provided to Mr. McNeill based on the achievement of specific customer - related metrics, including as set forth under the «Non-Equity
Incentive Plan Compensation» column in «Executive Compensation — Summary Compensation Table» below, we do not currently have or have planned any specific arrangements with our named executive officers providing for cash - based bonu
Incentive Plan Compensation» column in «Executive Compensation — Summary Compensation Table» below, we do not currently have or have
planned any specific arrangements with our named executive officers providing for cash - based bonus
awards.
An
incentive compensation award paid in stock, restricted share rights, or restricted stock pursuant to this Policy shall be governed by the provisions (other than provisions with respect to the computation of such award) of the Company's Long - Term Incentive Compensat
incentive compensation
award paid in stock, restricted share rights, or restricted stock pursuant to this Policy shall be governed by the provisions (other than provisions with respect to the computation of such
award) of the Company's Long - Term
Incentive Compensat
Incentive Compensation
Plan.
With respect to Ms. Tolstedt, whose Community Banking business line achieved 100 % (the target level) of its projected contribution to the Company's profit
plan, the HRC
awarded her
incentive compensation of $ 1,500,000.
As described under «Item 4 — Approve the Amended and Restated Long - Term
Incentive Compensation
Plan» on page 88 of this proxy statement, the Board is proposing to amend the LTICP to permit grants of equity
awards to non-employee directors.
In August 2012, to create
incentives for continued long - term success from the then - recently launched Model S program as well as from Tesla's then -
planned Model X and Model 3 programs, and to further align executive compensation with increases in stockholder value, the Board granted to Mr. Musk a stock option
award to purchase 5,274,901 shares of Tesla's common stock (the «2012 CEO Performance Award»), representing 5 % of Tesla's total issued and outstanding shares at the time of g
award to purchase 5,274,901 shares of Tesla's common stock (the «2012 CEO Performance
Award»), representing 5 % of Tesla's total issued and outstanding shares at the time of g
Award»), representing 5 % of Tesla's total issued and outstanding shares at the time of grant.
Deferral of an
incentive compensation
award paid in cash under this Policy shall be made pursuant to the provisions of the Company's Deferred Compensation
Plan.
We
award cash compensation to our NEOs in the form of base salaries and annual cash
incentives under our Kokua Bonus
Plan, and we
award equity compensation in the form of stock options, restricted stock units («RSUs») and PRSUs.
(8) Amounts in this column reflect the total of the following columns: Salary, Bonus, Stock
Awards, Option
Awards, Non-Equity
Incentive Plan Compensation, Change in Retention
Plan Value, Change in Pension Value, Nonqualified Deferred Compensation Earnings and All Other Compensation.
Our Bonus
Plan allows our compensation committee to provide
incentive awards (payable in cash or grants of equity
awards) to selected employees, including our named executive officers, based upon performance goals established by our compensation committee.
The following table provides information on
awards granted under the PfR
Plan for fiscal 2010 and
awards of PRUs and
awards of restricted stock units («RSUs») granted as part of fiscal 2010 long - term
incentive compensation:
On December 31, 2009, the Company had 5.18 billion outstanding shares of common stock, and approximately 734 million shares reserved for issuance for outstanding convertible preferred stock, the warrant issued in connection with the TARP CPP investment, dividend reinvestment, deferred compensation
plans, long - term
incentive compensation
awards, and in connection with employee benefit
plans.
Awards granted under the
Plan may be Nonstatutory Stock Options (NSOs),
Incentive Stock Options (ISOs), Stock Appreciation Rights (SARs), Restricted Stock, or Restricted Stock Units (RSUs), as determined by the Administrator at the time of grant.
If we terminate Mr. Drexler's employment without cause or he terminates his employment with good reason, Mr. Drexler will be entitled to receive (i) a payment of his earned but unpaid annual base salary through the termination date, any accrued vacation pay and any un-reimbursed expenses, and (ii) subject to Mr. Drexler's execution of a valid general release and waiver of claims against us, as well as his compliance with the non-competition, non-solicitation and confidential information restrictions described below, (a) a payment equal to his annual base salary and target cash
incentive award, one - half of such payment to be paid on the first business day that is six (6) months and one (1) day following the termination date and the remaining one - half of such payment to be paid in six equal monthly installments commencing on the first business day of the seventh calendar month following the termination date, (b) a payment equal to the product of (x) the last annual cash incentive award Mr. Drexler received prior to the termination date and (y) a fraction, the numerator of which is the number of days of service completed by Mr. Drexler in the year of termination and the denominator of which is 365, such amount to be paid on the first business day that is six (6) months and one (1) day following the termination date, and (c) the immediate vesting of such portion of unvested restricted shares and stock options as provided and pursuant to the terms of the relevant grant agreements under our 2003 Equity Incent
incentive award, one - half of such payment to be paid on the first business day that is six (6) months and one (1) day following the termination date and the remaining one - half of such payment to be paid in six equal monthly installments commencing on the first business day of the seventh calendar month following the termination date, (b) a payment equal to the product of (x) the last annual cash
incentive award Mr. Drexler received prior to the termination date and (y) a fraction, the numerator of which is the number of days of service completed by Mr. Drexler in the year of termination and the denominator of which is 365, such amount to be paid on the first business day that is six (6) months and one (1) day following the termination date, and (c) the immediate vesting of such portion of unvested restricted shares and stock options as provided and pursuant to the terms of the relevant grant agreements under our 2003 Equity Incent
incentive award Mr. Drexler received prior to the termination date and (y) a fraction, the numerator of which is the number of days of service completed by Mr. Drexler in the year of termination and the denominator of which is 365, such amount to be paid on the first business day that is six (6) months and one (1) day following the termination date, and (c) the immediate vesting of such portion of unvested restricted shares and stock options as provided and pursuant to the terms of the relevant grant agreements under our 2003 Equity
IncentiveIncentive Plan.
The 2008
Plan permits the granting of
incentive stock options, nonqualified stock options, shares of restricted stock, restricted stock units, stock appreciation rights, phantom stock, performance shares, deferred share units and share - denominated performance units, and other stock - based
awards.
The Committee shall, promptly after the date on which the necessary financial, individual, or other information for a particular Performance Period becomes available, and in any event prior to the payment of any
Incentive Plan Award intended to qualify for the Section 162 (m) Exemption to a Covered Employee, determine and certify the degree to which each of the Performance Goals has been attained.
The proposed 2015 Stock
Incentive Plan would amend, restate and rename the 2010 Stock
Incentive Plan and would include additional criteria by which performance - based
awards of cash or stock may be measured, and would otherwise amend the 2010 Stock
Incentive Plan as described below.
Except as expressly provided in the
Plan, no issuance by J. Crew Group, Inc. of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of shares or amount of other property subject to, or the terms related to, any
Incentive Award.
In such event, the committee may adjust the number and type of Shares available under the 2015
Plan or subject to outstanding grants and, subject to various limits in the 2015 Stock
Incentive Plan, the exercise price of outstanding stock options and other
awards.
The 2004
Plan permits the grant of the following types of
Awards: (1) nonstatutory stock options, incentive stock options and stock appreciation rights granted at the fair market value of our common stock on the date of grant (Fair Market Value Awards), and (2) restricted stock awards and restricted stock units (Full Value Aw
Awards: (1) nonstatutory stock options,
incentive stock options and stock appreciation rights granted at the fair market value of our common stock on the date of grant (Fair Market Value
Awards), and (2) restricted stock awards and restricted stock units (Full Value Aw
Awards), and (2) restricted stock
awards and restricted stock units (Full Value Aw
awards and restricted stock units (Full Value
AwardsAwards).
This
award was made in connection with his promotion from President and CEO, Walmart China, to become President and CEO, Walmart Asia, and was also intended to compensate for the fact that Mr. Foran would no longer be eligible to participate in a Walmart China long - term
incentive plan.
shares by which the share reserve may increase automatically each year, (3) the class and maximum number of shares that may be issued on the exercise of
incentive stock options, (4) the class and maximum number of shares subject to stock
awards that can be granted in a calendar year (as established under the 2017
Plan under Section 162 (m) of the Code), and (5) the class and number of shares and exercise price, strike price, or purchase price, if applicable, of all outstanding stock
awards.
in the case of our directors, officers, and security holders, (i) the receipt by the locked - up party from us of shares of Class A common stock or Class B common stock upon (A) the exercise or settlement of stock options or RSUs granted under a stock
incentive plan or other equity
award plan described in this prospectus or (B) the exercise of warrants outstanding and which are described in this prospectus, or (ii) the transfer of shares of Class A common stock, Class B common stock, or any securities convertible into Class A common stock or Class B common stock upon a vesting or settlement event of our securities or upon the exercise of options or warrants to purchase our securities on a «cashless» or «net exercise» basis to the extent permitted by the instruments representing such options or warrants (and any transfer to us necessary to generate such amount of cash needed for the payment of taxes, including estimated taxes, due as a result of such vesting or exercise whether by means of a «net settlement» or otherwise) so long as such «cashless exercise» or «net exercise» is effected solely by the surrender of outstanding stock options or warrants (or the Class A common stock or Class B common stock issuable upon the exercise thereof) to us and our cancellation of all or a portion thereof to pay the exercise price or withholding tax and remittance obligations, provided that in the case of (i), the shares received upon such exercise or settlement are subject to the restrictions set forth above, and provided further that in the case of (ii), any filings under Section 16 (a) of the Exchange Act, or any other public filing or disclosure of such transfer by or on behalf of the locked - up party, shall clearly indicate in the footnotes thereto that such transfer of shares or securities was solely to us pursuant to the circumstances described in this bullet point;
the sale of shares of common stock in an underwritten public offering that occurs during the restricted period, including any concurrent exercise (including a net exercise or cashless exercise) or settlement of outstanding equity
awards granted under our equity
incentive plans or pursuant to a contractual employment arrangement described elsewhere in this prospectus in order to sell the shares of common stock delivered upon such exercise or settlement in such underwritten public offering; provided that, if required, any public report or filing under Section 16 of the Exchange Act will clearly indicate in the footnotes thereto that such disposition to us or withholding by us of shares or securities was solely to us pursuant to the circumstances described in this clause; or
Our 2012
Plan allows for the grant of
incentive stock options to employees, including employees of any parent or subsidiary, and for the grant of nonstatutory stock options, stock appreciation rights, restricted stock
awards, and restricted stock units to our employees, directors, and consultants, including employees and consultants of our affiliates.
Our Stock
Plans provide for the issuance of
incentive and nonstatutory stock options, RSUs, restricted stock
awards, and stock appreciation rights to qualified employees and non-employees.
Our 2014
Plan allows for the grant of
incentive stock options to employees, including employees of any parent or subsidiary, and for the grant of nonstatutory stock options, stock appreciation rights, restricted stock
awards, and restricted stock units to employees, directors, and consultants, including employees and consultants of our affiliates.
On July 21, 2017, the board of directors of Croe, subject to the approval of Croe stockholders, adopted the Croe, Inc. 2017 Equity
Incentive Plan and authorized the reservation of 5,000,000 shares of common stock for issuance pursuant to
awards granted thereunder.
Our 2015 Omnibus
Incentive Plan authorizes the
award of stock options, stock appreciation rights, restricted stock, performance
awards, other cash - based
awards and other stock - based
awards.
The following table summarizes: (i) the outstanding number of options and
awards under the equity
incentive plans; and (ii) the number of shares granted to directors, executive officers, and non-executive directors, as of March 1, 2018:
Adding to high profitability, Lear Corp's executive compensation
plan recognizes the importance of ROIC, as two - thirds of long - term
incentive awards are tied to achieving a target ROIC.
Schroders once again appeared to ignore the guidance of the UK Code, which advocates remuneration structures designed to promote the long - term success of the Company, by
awarding an annual bonus of almost # 8 million to Mr. Dobson under the uncapped short - term
incentive plan.
The following table provides information on
awards granted under the PfR
Plan for fiscal 2011 and
awards of stock options, performance - contingent stock options («PCSOs»), restricted stock
awards, PRUs, RSUs, SIPRUs and SRRSUs granted as part of fiscal 2011 long - term
incentive compensation:
The Compensation Committee oversees compensation for ExxonMobil's senior executives, including their salary, bonus,
incentive awards, and succession
plans for key executive positions.
The Compensation Committee also oversees our equity and
incentive - based
plans and administers the issuance of stock options, restricted stock units and other
awards under these
plans.