Now, employees will be
awarded shares based on hard work, not just on meeting their numbers.
Not exact matches
If Mr. Musk were somehow to increase the value of Tesla to $ 650 billion — a figure many experts would contend is laughably impossible and would make Tesla one of the five largest companies in the United States,
based on current valuations — his stock
award could be worth as much as $ 55 billion (assuming the company does not issue any more
shares over the next decade, which is unrealistic).
If Valeant hits $ 150 a
share, Papa gets to keep 100 % of the allotted performance -
based stock
awards, making his total pay balloon to about $ 300 million, or a whopping $ 75 million per year.
The board also approved an estimated $ 900 million in repurchases to offset
shares awarded under equity -
based compensation plans during the same period.
Despite a much lower salary and bonus, his
share -
based awards was similar to the prior year at $ 1.14 million and option -
based awards at $ 760,000.
Represents
share -
based compensation expense associated with equity
awards for the periods indicated; also includes the portion of annual non-cash incentive compensation expense that eligible employees elected to receive or are expected to elect to receive as common equity in lieu of their 2017 and 2018 cash bonus, respectively.
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.
The weighted - average exercise price is calculated
based solely on the exercise prices of the outstanding stock options and does not reflect the
shares that will be issued upon the vesting of outstanding
awards of RSUs, which have no exercise price.
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.
Under the terms of the LTICP, in addition to or in lieu of stock options, we may
award, and have
awarded in selected situations for retention purposes or to address other competitive pressures, other types of equity -
based long - term compensation, including restricted stock, RSRs, stock
awards, stock appreciation rights, performance
shares, or performance units.
Also, if a majority of the Board is comprised of persons other than (i) persons for whose election proxies were solicited by the Board; or (ii) persons who were appointed by the Board to fill vacancies caused by death or resignation or to fill newly - created directorships («Board Change»), unless the Committee or Board determines otherwise prior to such Board Change, then participants immediately prior to the Board Change who cease to be employees or non-employee directors within six months after such Board Change for any reason other than death or permanent disability generally have their (i) options and stock appreciation rights become immediately exercisable and to the extent not canceled or cashed out, generally have at least six months to exercise such
awards; (ii) restrictions with respect to restricted stock and RSRs lapse and generally
shares are delivered; and (iii) performance
shares and performance units pay out pro rata
based on performance through the end of the last calendar quarter before the time the participant ceased to be an employee.
As of March 31, 2018, equity
awards outstanding under Salesforce equity plans were approximately: 24,905,926 stock options, no unvested restricted
shares, 23,871,234 restricted stock units and 806,427 performance -
based restricted stock units.
I'm humbled to
share with you that Ralph Aldis and I were co-recipients of the Best Americas
Based Fund Manager
award.
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.
We provide information below about (1) the circumstances under which these options and stock
awards vest upon termination of employment or the occurrence of certain acquisitions, and (2) the hypothetical value each such named executive would have received, if any, upon the vesting of any of these option or stock
awards as of that date under those circumstances, assuming each named executive's employment with the Company had terminated or the acquisition had been consummated as of December 31, 2009 and
based on an NYSE closing price per
share of our common stock on that date of $ 26.99.
A portion of these
awards is generally subject to continued post-acquisition employment, and this portion has been accounted for as post-acquisition
share -
based compensation expense.
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 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.
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.
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.
Shkreli was
awarded substantial compensation by the Company during the period of his disloyalty including, but not limited to: substantial cash compensation, 1,605,570
shares of Retrophin stock, a grant of 1,080,000 time
based options to purchase Retrophin stock (the «December 2013 Option Agreement «-RRB- and a grant of 400,000 options (half time
based and half performance
based) to purchase
shares of Retrophin stock (the «February 2014 Option Agreement»).
Qualified Performance -
Based Award is an award consisting of an option, restricted stock, restricted stock unit, stock appreciation right, performance unit or Shares that is intended to provide «qualified performance - based compensation» within the meaning of Section 162 (m) of the Internal Revenue
Based Award is an award consisting of an option, restricted stock, restricted stock unit, stock appreciation right, performance unit or Shares that is intended to provide «qualified performance - based compensation» within the meaning of Section 162 (m) of the Internal Revenue
Award is an
award consisting of an option, restricted stock, restricted stock unit, stock appreciation right, performance unit or Shares that is intended to provide «qualified performance - based compensation» within the meaning of Section 162 (m) of the Internal Revenue
award consisting of an option, restricted stock, restricted stock unit, stock appreciation right, performance unit or
Shares that is intended to provide «qualified performance -
based compensation» within the meaning of Section 162 (m) of the Internal Revenue
based compensation» within the meaning of Section 162 (m) of the Internal Revenue Code.
We provide information below about (1) the circumstances under which the vesting of these options and stock
awards would accelerate upon termination of employment or the consummation of an «acquisition transaction» (as defined below) and (2) the hypothetical value each such named executive would have received, if any, upon the vesting of any of these option or stock
awards as of that date under those circumstances, assuming each named executive's employment with the Company had terminated or the acquisition had been consummated as of December 31, 2011 and
based on an NYSE closing price per
share of our common stock of $ 27.56 on December 30, 2011, the last trading date in 2011.
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.
The company's three - year performance
awards going forward are
based on both EPS and free cash flow per
share.
on a pro forma
basis, giving effect to (i) the automatic conversion of all of our outstanding
shares of convertible preferred stock other than Series FP preferred stock into
shares of Class B common stock and the conversion of Series FP preferred stock into
shares of Class C common stock in connection with our initial public offering, (ii) stock -
based compensation expense of approximately $ 1.1 billion associated with outstanding RSUs subject to a performance condition for which the service -
based vesting condition was satisfied as of December 31, 2016 and which we will recognize on the effectiveness of our registration statement in connection with a qualifying initial public offering, as further described in Note 1 to our consolidated financial statements included elsewhere in this prospectus, (iii) the increase in accrued expenses and other current liabilities and an equivalent decrease in additional paid - in capital of $ 187.2 million in connection with the withholding tax obligations,
based on $ 16.33 per
share, which is the fair value of our common stock as of December 31, 2016, as we intend to issue
shares of Class A common stock and Class B common stock on a net
basis to satisfy the associated withholding tax obligations, (iv) the net issuance of 7.6 million
shares of Class A common stock and 5.5 million
shares of Class B common stock that will vest and be issued from the settlement of such RSUs, (v) the issuance of the CEO
award, as described below, and (vi) the filing and effectiveness of our amended and restated certificate of incorporation which will be in effect on the completion of this offering.
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 pro forma consolidated balance sheet data gives effect to (i) the automatic conversion of all of our outstanding
shares of convertible preferred stock other than Series FP preferred stock into
shares of Class B common stock and the conversion of Series FP preferred stock into
shares of Class C common stock in connection with our initial public offering, (ii) stock -
based compensation expense of approximately $ 1.1 billion associated with outstanding RSUs subject to a performance condition for which the service -
based vesting condition was satisfied as of December 31, 2016 and which we will recognize on the effectiveness of our registration statement in connection with this offering, as further described in Note 1 to our consolidated financial statements included elsewhere in this prospectus, (iii) the increase in accrued expenses and other current liabilities and an equivalent decrease in additional paid - in capital of $ 187.2 million in connection with the withholding tax obligations,
based on $ 16.33 per
share, which is the fair value of our common stock as of December 31, 2016, as we intend to issue
shares of Class A common stock and Class B common stock on a net
basis to satisfy the associated withholding tax obligations, (iv) the net issuance of 7.6 million
shares of Class A common stock and 5.5 million
shares of Class B common stock that will vest and be issued from the settlement of such RSUs, (v) the issuance of the CEO
award, as described below, and (vi) the filing and effectiveness of our amended and restated certificate of incorporation which will be in effect on the completion 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 --
With respect to
Awards granted to an Outside Director that are assumed or substituted for, if on the date of or following such assumption or substitution the Participant's status as a Director or a director of the successor corporation, as applicable, is terminated other than upon a voluntary resignation by the Participant (unless such resignation is at the request of the acquirer), then the Participant will fully vest in and have the right to exercise Options and / or Stock Appreciation Rights as to all of the
Shares underlying such
Award, including those
Shares which would not otherwise be vested or exercisable, all restrictions on Restricted Stock and Restricted Stock Units will lapse, and, with respect to
Awards with performance -
based vesting, all performance goals or other vesting criteria will be deemed achieved at one hundred percent (100 %) of target levels and all other terms and conditions met.
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.
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
Further, fiscal 2017 included the recognition of approximately $ 15 million of net tax deficiencies associated with
share - based payment awards due to the adoption of Accounting Standards Update 2016 - 09, Improvements to Employee Share - Based Payment Accoun
share -
based payment awards due to the adoption of Accounting Standards Update 2016 - 09, Improvements to Employee Share - Based Payment Accoun
based payment
awards due to the adoption of Accounting Standards Update 2016 - 09, Improvements to Employee
Share - Based Payment Accoun
Share -
Based Payment Accoun
Based Payment Accounting.
Further, the 14 weeks ended February 3, 2018 included the recognition of approximately $ 3 million of net tax deficiencies associated with
share - based payment awards due to the adoption of Accounting Standards Update 2016 - 09, Improvements to Employee Share - Based Payment Accoun
share -
based payment awards due to the adoption of Accounting Standards Update 2016 - 09, Improvements to Employee Share - Based Payment Accoun
based payment
awards due to the adoption of Accounting Standards Update 2016 - 09, Improvements to Employee
Share - Based Payment Accoun
Share -
Based Payment Accoun
Based Payment Accounting.
He also serves as Director of a national fellowship program
based at Rutgers University that
awards research fellowships to young and emerging researchers on employee stock ownership and profit
sharing with over 120 fellows at colleges and universities and states throughout the U.S. and sponsors bi-annual research conferences on these issues.
Details — Moonves, 65, was paid the same
base salary he received in 2013, $ 3.5 million, but his stock
awards in 2014 were $ 12 million less, reflecting the drop in the company's
share price.
The current number of
shares remaining available for grant under the 2003 Plan is expected to last until approximately the end of 2014,
based on the recent historical rate of
award grants under the 2003 Plan noted under «Specific Benefits» below, and taking into account the 2:1 premium
share counting rule, discussed below, for certain equity
awards.
The HRC also considered each of the named executive's
base salary and annual incentive compensation target in connection with the value of the Performance
Share awards to set total fixed and target variable compensation for the named executives between the estimated median and 75th percentile of the Labor Market Peer Group.
The Performance
Share awards are scheduled to vest in the third quarter of 2013
based on the Company's RORCE relative to the Financial Performance Peer Group, with the final number of earned and vested Performance
Shares subject to adjustment upward (to a maximum of 150 % of the original target number granted) or downward to zero.
the number of
shares of our common stock subject to any restricted stock or other stock -
based awards and the terms and conditions of such
awards, including conditions for repurchase, issue price and repurchase price.
We provide information below about (1) the circumstances under which the vesting of these options and stock
awards would accelerate upon termination of employment or the consummation of an «acquisition transaction» (as defined below) and (2) the hypothetical value each such named executive would have received, if any, upon the vesting of any of these option or stock
awards as of that date under those circumstances, assuming each named executive's employment with the Company had terminated or the acquisition had been consummated as of December 31, 2010 and
based on an NYSE closing price per
share of our common stock on that date of $ 30.99.
Mr Moore's total pay comprised components including a
base salary of $ 818,746, equity
awards including
shares of $ 9.7 million and short - term employee benefits of $ 4.4 million.
Long - term incentives are
awarded stock options and performance -
based shares.
Award Winner at the 2016 McLaren Vale Regional
Awards for best home
based business, Integrity Tours and Charter offers tours as either a
shared or private group experience for up to 11 people.
Open to amateur pie makers, professionals and commercial pie manufacturers from throughout the country and Canada, judges grant
awards based on appearance, taste, consistency, crust, and the overall product, offering opportunities for companies to get their pie in the limelight — and substantially increase their sales and market
share in that category.
Before diving in, I want to
share some fun news in case you missed our newsletter yesterday... The Oh She Glows Plant -
Based Recipe App has been nominated for a WEBBY
AWARD!
Keep in mind; most states prefer
awarding joint or
shared custody
based on the best interests of the child.
Through the Center for Advancing Science & Engineering Capacity and with the support of an Alfred P. Sloan Foundation officer's grant
awarded in February 2005, AAAS has offered STEM human resource development consulting (on a cost -
sharing basis).
SourceData from EMBO is an
award - winning open platform that allows researchers and publishers to
share figures and their underlying data in a machine - readable, searchable format, making research papers discoverable
based on their data content.