Sentences with phrase «vdoe incentive award»

Gorman's compensation jumped to $ 16 million last year, according to the bank's annual proxy statement - up from $ 12 million the year before - plus an additional $ 6.5 million in long - term incentive awards based on performance targets.

Not every bank has reported 2014 executive compensation yet, but Goldman Sachs CEO Lloyd Blankfein received $ 24 million (not including a long - term incentive award), Bloomberg reported - up only slightly from the previous year's $ 23 million compensation.

Based on performance assessments, the CEO attends a meeting of the Compensation Committee held for the purpose of considering the individual executives» annual compensation and recommends the base salary and any incentive bonus awards or long - term incentive awards, if applicable, for each of the executive officers, including the named executive officers.

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.

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 Bonus Awards.

When shares of Capital Stock are to be issued upon the exercise, grant or vesting of an Incentive Award, Google shall have the authority to withhold a number of such shares having a Fair Market Value at the date of the applicable taxable event determined by the Committee to be sufficient to satisfy the minimum federal, state and local withholding tax requirements, if any, attributable to such exercise, grant or vesting but not greater than the minimum withholding obligations, as determined by Google in its sole discretion.

«According to the filing, Armstrong will receive a «Founders» Incentive Award» of restricted stock units with a value equivalent to 1.5 % of AOL's market value when the merger is consummated.

The performance goals upon which the payment or vesting of any Incentive Award (other than Options and stock appreciation rights) that is intended to qualify as Performance - Based Compensation depends shall relate to one or more of the following Performance Measures: market price of Capital Stock, earnings per share of Capital Stock, income, net income or profit (before or after taxes), economic profit, operating income, operating margin, profit margin, gross margins, return on equity or stockholder equity, total shareholder return, market capitalization, enterprise value, cash flow (including but not limited to operating cash flow and free cash flow), cash position, return on assets or net assets, return on capital, return on invested

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.

2007 Incentive Awards.

Taking into consideration the actual salary, annual incentive payout and long - term incentive award for the period 2013 - 2015, Mrs. Rometty earned 55 % of her annual total target compensation in 2015.

She was granted an annual long - term incentive award valued at $ 13.3 million, flat compared to the prior year.

Taking into consideration the actual salary, actual annual incentive payout and actual long - term incentive award for the period 2013 - 2015, Mrs. Rometty earned 55 % of her annual total target compensation in 2015.

Although the Company's performance for 2007 was in the top quartile compared to its Peer Group and met one of the alternative goals under the Performance Policy, the HRC considered in making its incentive award decisions the fact that the Company did not meet its EPS goal of $ 2.49 (2006 EPS, as originally reported) under the Performance Policy and therefore did not improve upon the EPS results of the prior year.

For each proxy statement position, this compensation data was ranked from highest to lowest by the combined total amount of annual cash plus the annualized value of long - term incentive awards.

For 2016, the independent members of the Board made no change to Mrs. Rometty's base salary, target annual incentive or annual long - term incentive award value, relative to 2015.

As discussed in the CD&A under «Compensation Components» and «Achieving Compensation Objectives — Pay for Performance,» we have provided incentive compensation in the form of an annual cash incentive award based on Company, business line and individual qualitative performance results for each fiscal year, and long - term incentive compensation generally in the form of stock option grants and, in certain circumstances, RSRs to reward our SEOs for contribution to growth in long - term stockholder value.

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.

Fiscal 2010 was the third year that long - term incentive awards were granted to the NEOs under the PRU Program.

Mr. Apotheker was granted a long - term incentive award consisting of 76,000 shares of time - based restricted stock vesting in equal amounts annually over a two - year period, 304,000 PRUs for the two - year performance period extending from

The number of RSRs awarded to Mr. Carroll is equal to approximately 120 % of the 2009 target incentive award stated in his employment agreement.

Further, the Compensation Committee uses its discretion and judgment, taking into consideration competitive market data, Company and executive performance and relative internal positioning to determine the actual long - term incentive award for the individual NEOs.

One - half of the value of the long - term incentive award is awarded in the form of stock options.

The Committee may grant dividend equivalents to any Participant based on the dividends declared on shares of Common Stock that are subject to any Incentive Award during the period between the date the Incentive Award is granted and the date the Incentive Award is exercised, vests, pays out, or expires.

This performance was reflected in our NEOs» cash incentive awards, which, consistent with our pay - for - performance philosophy, paid out at higher levels for fiscal 2013 than for fiscal 2012:

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 Incentive Plan.

(6) Regardless of the terms of any agreement evidencing an Incentive Award, the Committee shall have the right to substitute stock appreciation rights for outstanding Options granted to any Participant, provided the substituted stock appreciation rights call for settlement by the issuance of shares of Common Stock, and the terms of the substituted stock appreciation rights and economic benefit of such substituted stock appreciation rights are at least equivalent to the terms and economic benefit of the Options being replaced.

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.

The Company may, to the extent permitted by applicable law, deduct from and set off against any amounts the Company may owe to the Participant from time to time (including amounts payable in connection with any Incentive Award, owed as wages, fringe benefits, or other compensation owed to the Participant), such amounts as may be owed by the Participant to the Company, although the Participant shall remain liable for any part of the Participant's payment obligation not satisfied through such deduction and setoff.

The HRC did not alter the overall compensation program for named executives for 2011, which consisted of base salary, an annual incentive award opportunity and an equity - based long - term incentive award opportunity.

This compensation data was ranked within the Labor Market Peer Group by the aggregate amount of annual salary, annual target and actual incentive awards, plus the annualized grant date value of long - term cash and equity compensation.

In determining the compensation of our named executive officers other than our Chief Executive Officer, the compensation committee receives input from our Chief Executive Officer and Executive Vice President of Human Resources with respect to appropriate base salary levels and short - term and long - term incentive awards for such officers.

These additional metrics are intended to frame performance expectations for the year for the Named Executive Officers but not to assure or preclude payment of an incentive award or to be used in any fixed or specific mathematical formula related to the amount of the incentive award to be paid.

The agreement provides for a cash incentive award of $ 350,000 payable in two equal annual installments of $ 175,000 on August 28, 2009 and August 27, 2010.

The Compensation Committee considers target award levels, affordable annual share usage and overall stockholder dilution when determining the size of each NEO's long - term incentive award.

By accepting any Incentive Award granted hereunder, the Participant agrees to any deduction or setoff under this Section 4.

It is the intent of the Company that Options and stock appreciation rights granted to Covered Employees and other Incentive Awards designated as Incentive Awards to Covered Employees subject to Section 8 shall constitute qualified «performance - based compensation» within the meaning of Code Section 162 (m) and regulations thereunder, unless otherwise determined by the Committee at the time of allocation of an Incentive Award.

These EBITDA performance targets are the key measures used to determine whether an incentive award will be paid for the fiscal year and, to the extent achieved, determine the range of the incentive award opportunity for the Named Executive Officers.

They make recommendations to the Committee regarding executive merit increases, short - term and long - term incentive awards and compensation packages for executives being hired or promoted.

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.

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.»

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 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 --

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.

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.

In determining the long - term incentive component of CEO compensation, the Committee shall consider, among other factors, the Company's performance and relative shareholder return, the value of similar incentive awards to chief executive officers at comparable companies, the awards given to the CEO in past years, and other factors considered relevant by the Committee.

Gorman's long - term incentive awards will convert into shares in 2017, based on meeting targets related to return on equity and relative total shareholder return, according to the filing.