Our speakers will discuss the various forms of deferred employee compensation, including stock options, phantom shares, share
appreciation rights plans and others together with an analysis of the corporate and tax implications.
Advising the growing business in developing non-qualified benefit plans for their employees, including drafting non-qualified deferred compensation agreements, Rabbi trusts, phantom stock plans and share
appreciation right plans.
Not exact matches
Phantom - stock
plans (or stock -
appreciation rights, which are very similar) can yield the same payoff option
plans do.
Dividend equivalent
rights may not be granted on stock
appreciation rights awarded under the 2014
Plan.
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.
Our equity incentive
plan will allow for the grant of other forms of equity incentives in addition to stock options, such as grants of restricted stock, restricted stock units and stock
appreciation rights.
Stock
appreciation rights may be paid in cash, shares, or any combination of both, as determined by the
plan administrator, in its sole discretion, at the time of grant.
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 units (RSU).
Shares that are exchanged by a participant or withheld by Apple to pay the exercise price of an option or stock
appreciation right granted under the 2014
Plan, as well as any shares exchanged or withheld to satisfy the tax withholding obligations related to any option or stock
appreciation right, will not be available for subsequent awards under the 2014
Plan.
Except as described below, awards under the 2014
Plan generally are not transferable by the recipient other than by will or the laws of descent and distribution, and stock options and stock
appreciation rights are generally exercisable, during the recipient's lifetime, only by the recipient.
The 2014
Plan permits the granting by the plan administrator of stock options, stock appreciation rights, stock grants and RSUs, as well as cash bonus awa
Plan permits the granting by the
plan administrator of stock options, stock appreciation rights, stock grants and RSUs, as well as cash bonus awa
plan administrator of stock options, stock
appreciation rights, stock grants and RSUs, as well as cash bonus awards.
In no case, except due to an adjustment to reflect a stock split or other event referred to under «Adjustments» below, and except for any repricing that may be approved by shareholders, will the
plan administrator (1) amend an outstanding stock option or stock
appreciation right to reduce the exercise price or base price of the award, (2) cancel, exchange, or surrender an outstanding stock option or stock
appreciation right in exchange for cash or other awards for the purpose of repricing the award, (3) cancel, exchange, or surrender an outstanding stock option or stock
appreciation right in exchange for an option or stock
appreciation right with an exercise or base price that is less than the exercise or base price of the original award, or (4) take any other action that is treated as a repricing under U.S. generally accepted accounting principles.
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.
Shares issued with respect to awards granted under the 2014
Plan other than stock options or stock
appreciation rights are counted against the 2014
Plan's aggregate share limit as two shares for every one share actually issued in connection with the award.
The
plan administrator may grant stock
appreciation rights with time - based vesting or vesting upon satisfaction of performance goals and / or other conditions.
Shares issued in respect of awards other than stock options and stock
appreciation rights granted under the 2014
Plan and the Director Plan count against the shares available for grant under the applicable plan as two shares for every share gran
Plan and the Director
Plan count against the shares available for grant under the applicable plan as two shares for every share gran
Plan count against the shares available for grant under the applicable
plan as two shares for every share gran
plan as two shares for every share granted.
Any such shares subject to awards other than stock options and stock
appreciation rights granted under either such
Plan will become available taking into account the 2:1 premium share counting rule applicable at the time of granting these types of awards.
Awards may be granted under the
Plan in substitution for or in connection with an assumption of employee, director and / or consultant stock options, stock
appreciation rights, restricted stock or other stock - based awards granted by other entities to persons who are or who will become Employees or Consultants in respect of the Company or one of its Subsidiaries in connection with a
With respect to the exercise of stock
appreciation rights, the gross number of Shares covered by the portion of the exercised award, whether or not actually issued pursuant to such exercise, cease to be available under the 2013
Plan.
However, Shares used to pay the exercise price or purchase price of an option or stock
appreciation right or to satisfy tax withholding obligations relating to such awards do not become available for future issuance under the 2013
Plan.
Any Shares subject to Awards granted under the
Plan other than Options or Stock
Appreciation Rights shall be counted against the numerical limits of this Section 3 as two and fifteen - one hundredths (2.15) Shares for every one (1) Share subject thereto and shall be counted as two and fifteen - one hundredths (2.15) Shares for every one (1) Share returned to or deemed not issued from the
Plan pursuant to this Section 3.
Subject to Section 6 and the other terms and conditions of the
Plan, each Stock
Appreciation Right grant will be evidenced by an Award Agreement (which may be in electronic form) that will specify the exercise price, the term of the Stock
Appreciation Right, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine.
Our 2015
Plan will provide for the grant of incentive stock options, within the meaning of Section 422 of the Code, to our employees and any parent and subsidiary corporations» employees, and for the grant of nonstatutory stock options, restricted stock, restricted stock units (RSUs), stock
appreciation rights, performance units, and performance shares to our employees, directors, and consultants and our parent and subsidiary corporations» employees and consultants.
(d) «Award» means, individually or collectively, a grant under the
Plan of Options, Stock
Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Bonus Awards, Performance Units or Performance Shares.
Shares used to pay the purchase price or satisfy tax withholding obligations of awards other than stock options or stock
appreciation rights become available for future issuance under the 2013
Plan.
Shares underlying stock options and stock
appreciation rights that so become available being credited to the 2013
Plan share reserve on a one - for - one basis, and Shares subject to other types of equity awards (i.e., full value awards), being credited to the 2013
Plan share reserve on a 2.15 - for - one basis; provided, however, that no more than 54,332,000 Shares may be added to the 2013
Plan pursuant to this provision.
forfeited to or repurchased due to failure to vest, the unpurchased shares (or for awards other than stock options or stock
appreciation rights, the forfeited or repurchased shares) will become available for future grant or sale under the 2015
Plan.
Subject to the provisions of our 2015
Plan, the administrator will determine the other terms of stock
appreciation rights, including when such
rights become exercisable and whether to pay any amount of
appreciation in cash, shares of our Class A common stock, or a combination thereof, except that the per share exercise price for the shares to be issued pursuant to the exercise of a stock
appreciation right must be no less than 100 % of the fair market value per share on the date of grant.
repurchased by us due to failure to vest, the unissued shares (or for awards other than stock options or stock
appreciation rights, the forfeited or repurchased shares) will become available for future grant or sale under the 2015
Plan.
The following benefits are not subject to the HP Severance Policy, either because they have been previously earned or accrued by the employee or because they are consistent with Company Practices: (i) compensation and benefits earned, accrued, deferred or otherwise provided for employment services rendered on or prior to the date of termination of employment pursuant to bonus, retirement, deferred compensation or other benefit
plans, e.g., 401 (k)
plan distributions, payments pursuant to retirement
plans, distributions under deferred compensation
plans or payments for accrued benefits such as unused vacation days, and any amounts earned with respect to such compensation and benefits in accordance with the terms of the applicable
plan; (ii) payments of prorated portions of bonuses or prorated long - term incentive payments that are consistent with Company Practices; (iii) acceleration of the vesting of stock options, stock
appreciation rights, restricted stock, restricted stock units or long - term cash incentives that is consistent with Company Practices; (iv) payments or benefits required to be provided by law; and (v) benefits and perquisites provided in accordance with the terms of any benefit
plan, program or arrangement sponsored by HP or its affiliates that are consistent with Company Practices.
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.
In addition, in connection with the termination of the 2014
Plan upon a sale event, we may make or provide for a cash payment to participants holding vested and exercisable options and stock
appreciation rights equal to the difference between the per share cash consideration payable to stockholders in the sale event and the exercise price of the options or stock
appreciation rights.
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.
While options and stock
appreciation rights are not currently being granted under the Stock Incentive
Plan, the 2015 Stock Incentive
Plan allows the committee to grant both non-qualified and incentive stock options, as well as stock
appreciation rights.
as to Shares deliverable on the exercise of Options or Stock
Appreciation Rights, or in settlement of Performance Units or Restricted Stock Units, until the delivery (as evidenced by the appropriate entry on the books of Walmart of a duly authorized transfer agent of Walmart) of such Shares, give the Recipient the right to vote, or receive dividends on, or exercise any other rights as a stockholder with respect to such Shares, notwithstanding the exercise (in the case of Options or Stock Appreciation Rights) of the related Plan
Rights, or in settlement of Performance Units or Restricted Stock Units, until the delivery (as evidenced by the appropriate entry on the books of Walmart of a duly authorized transfer agent of Walmart) of such Shares, give the Recipient the
right to vote, or receive dividends on, or exercise any other
rights as a stockholder with respect to such Shares, notwithstanding the exercise (in the case of Options or Stock Appreciation Rights) of the related Plan
rights as a stockholder with respect to such Shares, notwithstanding the exercise (in the case of Options or Stock
Appreciation Rights) of the related Plan
Rights) of the related
Plan Award;
Notwithstanding any provision in the
Plan to the contrary, an Associate's Continuous Status is not terminated for purposes of the Associate's Stock
Appreciation Rights if immediately upon the termination of the Associate's employment relationship with Walmart or an Affiliate the Associate becomes a Non-Management Director.
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 Awards).
Awards of stock
appreciation rights may be granted pursuant to the 2004
Plan.
Notwithstanding the authority of the committee under the
Plan, except in connection with any corporate transaction involving Walmart, the terms of outstanding plan awards may not be amended to reduce the exercise price of outstanding stock options or stock appreciation rights or cancel outstanding stock options or stock appreciation rights in exchange for cash, other plan awards or stock options or stock appreciation rights with an exercise price that is less than the exercise price of the original stock options or stock appreciation rights without the prior approval of Walmart stockhold
Plan, except in connection with any corporate transaction involving Walmart, the terms of outstanding
plan awards may not be amended to reduce the exercise price of outstanding stock options or stock appreciation rights or cancel outstanding stock options or stock appreciation rights in exchange for cash, other plan awards or stock options or stock appreciation rights with an exercise price that is less than the exercise price of the original stock options or stock appreciation rights without the prior approval of Walmart stockhold
plan awards may not be amended to reduce the exercise price of outstanding stock options or stock
appreciation rights or cancel outstanding stock options or stock
appreciation rights in exchange for cash, other
plan awards or stock options or stock appreciation rights with an exercise price that is less than the exercise price of the original stock options or stock appreciation rights without the prior approval of Walmart stockhold
plan awards or stock options or stock
appreciation rights with an exercise price that is less than the exercise price of the original stock options or stock
appreciation rights without the prior approval of Walmart stockholders.
Stock options and stock
appreciation rights with respect to no more than 8,000,000 shares of our common stock may be granted to any one individual in any one calendar year and the maximum «performance - based award» payable to any one individual under the 2014
Plan is 8,000,000 shares of stock or $ 5 million in the case of cash - based awards.
With respect to Stock
Appreciation Rights, only Shares actually issued (i.e., the net Shares issued) pursuant to a Stock
Appreciation Right will cease to be available under the
Plan; all remaining Shares under Stock
Appreciation Rights will remain available for future grant or sale under the
Plan (unless the
Plan has terminated).
If an Award expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an Exchange Program, or, with respect to Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares, is forfeited to or repurchased by the Company due to failure to vest, the unpurchased Shares (or for Awards other than Options or Stock
Appreciation Rights the forfeited or repurchased Shares), which were subject thereto will become available for future grant or sale under the
Plan (unless the
Plan has terminated).
The
plan administrator determines the purchase price or strike price for a stock
appreciation right, which generally can not be less than 100 % of the fair market value of our Class A common stock on the date of grant.
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.
The
Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock
Appreciation Rights, Performance Units and Performance Shares.
(c) «Award» means, individually or collectively, a grant under the
Plan of Options, Stock
Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units or Performance Shares.
A Stock
Appreciation Right granted under the
Plan will expire upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement.
Subject to the provisions of our 2016
Plan, the administrator determines the other terms and conditions of stock
appreciation rights, including when such
rights become exercisable and whether to pay any increased
appreciation in cash or with shares of our common stock, or a combination thereof, except that the per share exercise price for the shares to be issued pursuant to the exercise of a stock
appreciation right will be no less than 100 % of the fair market value per share on the date of grant.
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.
Otherwise, the Administrator, subject to the provisions of the
Plan, will have complete discretion to determine the terms and conditions of Stock
Appreciation Rights granted under the
Plan.