Sentences with phrase «equity compensation awards»
In addition, pursuant to our outside director equity compensation policy, in the event of the termination of a non-employee director's service to the Board as a result of death, disability or retirement, all of the non-employee director's equity compensation awards will become fully vested, provided that the non-employee director served as a member of the Board for at least three years prior to the date of termination and the non-employee director satisfied our equity ownership guidelines during his or her service as a Board member.
https://www.sec.gov/ Not exact matches
Insist on tailored adjustments to account for risk and compensation materializing before bonuses are awarded and equity vests.
The board also approved an estimated $ 900 million in repurchases to offset shares awarded under equity - based compensation plans during the same period.
With stock awards and options, equity compensation programs can serve as additional ways to pay workers beyond wages or salaries.
In its proposal, the AFL - CIO argues, «In our view, the vesting of equity awards that would otherwise be forfeited after a voluntary termination is a windfall payment, not a form of deferred compensation for previous service.»
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 Compensation Committee's authority to grant equity awards may not be delegated to Apple's management or others.
We believe our ability to grant equity - based awards is a valuable and necessary compensation tool that aligns the long - term financial interests of the employees and directors with the financial interests of our stockholders.
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
The primary elements of each named executive officer's total compensation shown in the table are base salary, an annual cash incentive, and long - term equity awards consisting of time - based and performance - based RSUs.
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.
We award only equity - based compensation to our independent directors.
One alternative to using equity awards would be to significantly increase cash compensation.
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.
(l) Except as otherwise set forth in Schedule 2.7 (l) of the Disclosure Schedule, (i) the Company is not and will not be obligated to pay separation, severance, termination or similar benefits as a result of any of the transactions contemplated by this Agreement, nor will any such transactions accelerate the time of payment or vesting, or increase the amount, of any benefit or other compensation due to any individual; and (ii) the transactions contemplated by this Agreement will not cause the Company to record additional compensation expense on its income statements with respect to any outstanding Stock Option or other equity - based award.
These new rules are effective starting in 2018 for us, except that certain equity awards (such as stock options) that we granted on or before November 2, 2017, might still be able qualify as performance - based compensation.
Jarden's executives» cash bonuses and equity awards are tied to meeting specific «adjusted EPS» criteria, which is the same as reported EPS except that it removes certain expenses, including stock compensation associated with restricted stock.
Additional information about the LTICP and other plans pursuant to which awards in the form of shares of the Company's common stock may be made to directors and employees in exchange for goods or services is provided under «Equity Compensation Plan Information.»
These include risks relating to setting ambitious targets for our employees» compensation or the vesting of their equity awards and the potential impact of such targets on the decision - making of our employees, particularly our senior management.
The following table sets forth the 2010 compensation for our independent directors as determined by SEC rules, which require us to include equity awards granted during 2010.
After reviewing the revised peer group director compensation data in June 2009, the committee 1) set pay for the new non-executive Chairman of the Board, 2) increased the value of the annual equity award from $ 145,000 to $ 175,000, since the previous level of compensation was deemed below the market median, and 3) changed the equity grant vehicle from 100 % restricted stock units (RSUs) to 50 % RSUs and 50 % outperformance stock units (OSUs) in order to more closely align with the equity package that Intel executives receive.
To the extent that in 2018 or any later year, the aggregate amount of any covered officer's salary, bonus, and amount realized from option exercises and vesting of restricted stock units or other equity awards, and certain other compensation amounts that are recognized as taxable income by the officer exceeds $ 1,000,000 in any year, we will not be entitled to a U.S. federal income tax deduction for the amount over $ 1,000,000 in that year.
Because all Tesla employees are provided equity awards, this also means that Mr. Musk's compensation is tied to the success of all Tesla employees.
Any significant increase in cash compensation in lieu of equity awards would reduce the cash otherwise available for operations and investment in our business.
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.
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.
Under the Bonus Plan, our compensation committee, in its sole discretion, determines the performance goals applicable to awards, which goals may include, without limitation: attainment of research and development milestones, sales bookings, business divestitures and acquisitions, cash flow, cash position, earnings (which may include any calculation of earnings, including but not limited to earnings before interest and taxes, earnings before taxes, earnings before interest, taxes, depreciation and amortization and net earnings), earnings per share, net income, net profit, net sales, operating cash flow, operating expenses, operating income, operating margin, overhead or other expense reduction, product defect measures, product release timelines, productivity, profit, return on assets, return on capital, return on equity, return on investment, return on sales, revenue, revenue growth, sales results, sales growth, stock price, time to market, total stockholder return, working capital, and individual objectives such as MBOs, peer reviews, or other subjective or objective criteria.
Additional information about the LTICP and other plans pursuant to which awards in the form of shares of our common stock may be made to directors and employees in exchange for goods or services is provided under «Equity Compensation Plan Information.»
Effective May 3, 2007, our director equity compensation policy provides that non-employee directors» initial annual equity awards shall be made in the form of RSUs.
As in 2010, the HRC awarded named executives a combination of compensation composed of a high percentage of performance - based pay, predominantly in long - term equity compensation.
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.
Fortunately, the metrics on which bonuses and equity compensation are awarded directly relate to ROIC.
Just before the Aetna deal was announced, Broussard's compensation agreement was modified to accelerate equity awards and remove restrictions on exercising some stock options if he leaves or is terminated within two years of any acquisition, a regulatory filing shows.
(2) Reflects 2015 Merger - related adjustments including the change to align Kraft to Kraft Heinz's accounting policy for postemployment benefit plans; incremental amortization resulting from the fair value adjustment of Kraft's definite - lived intangible assets; incremental compensation expense due to the fair value remeasurement of certain of Kraft's equity awards; and, certain deal costs related to the 2015 Merger.
For the calculation of diluted net loss per share, net loss per share attributable to common stockholders and preferred Series D, E, F, and FP preferred stockholders for basic net loss per share is adjusted by the effect of dilutive securities, including awards under our equity compensation plans.
In addition to the non-employee director compensation policy, in connection with this offering, we adopted a director stock ownership policy encouraging non-employee directors to hold shares of our Class A common stock with a value equal to at least one times the fair value of the director's annual equity award.
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.»
As a result of changes to the tax laws, we expect that equity awards granted or other compensation provided under arrangements entered into or materially modified on or after November 2, 2017 generally will not be deductible to the extent they result in compensation to certain of our named executive officers for or after 2017 that exceeds $ 1 million in any one year for any such officer.
Harmonizing salary, equity awards, and other compensation benefits for executive officers hired under significantly different circumstances.
For equity awards granted prior to recent tax law changes, these conditions were intended to qualify the stock - based awards as tax - deductible compensation under Section 162 (m)(4)(c) of the Internal Revenue Code.
In addition to the non-employee director compensation policy, we intend to adopt a director stock ownership policy encouraging non-employee directors to hold shares of our Class A common stock with a value equal to at least one times the fair value of the director's annual equity award.
To permit eligible compensation to qualify as «performance - based compensation» under Section 162 (m) of the Code, the HRC Committee sets the overall funding target for the «umbrella» structure for the annual bonuses, and sets performance goals for annual bonuses and equity awards within the first 90 days of the fiscal year.
As of November 11, 2013, a total of 20.873 million shares of the Company's common stock were subject to all outstanding awards granted under the Company's equity compensation plans (including the shares then subject to outstanding awards under the 2003 Plan and the Director Plan, as well as outstanding awards assumed by the Company in connection with acquisitions, but exclusive of shares that employees may purchase under the Employee Stock Purchase Plan), of which 17.265 million shares were then subject to outstanding restricted stock unit awards and 3.608 million shares were then subject to outstanding stock options.
The objectives of our long - term incentive awards, including equity - based compensation, are to encourage executives to focus on our long - term growth and to incentivize executives to manage our company from the perspective of stockholders with a meaningful stake in our success.
Adjusted EBITDA is defined as net income / (loss) from continuing operations before interest expense, other expense / (income), net, provision for / (benefit from) income taxes; in addition to these adjustments, the Company excludes, when they occur, the impacts of depreciation and amortization (excluding integration and restructuring expenses)(including amortization of postretirement benefit plans prior service credits), integration and restructuring expenses, merger costs, unrealized losses / (gains) on commodity hedges, impairment losses, losses / (gains) on the sale of a business, nonmonetary currency devaluation (e.g., remeasurement gains and losses), and equity award compensation expense (excluding integration and restructuring expenses).
The Compensation Committee, which administers the 2003 Plan and will administer the 2014 Plan, if approved, recognizes its responsibility to strike a balance between shareholder concerns regarding the potential dilutive effect of equity awards and the ability to attract, retain and reward employees whose contributions are critical to the Company's long - term success.
For each position, 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 size of equity grants to our executives, our compensation committee has historically considered our corporate performance, the applicable executive's performance and potential for enhancing the creation of value for our stockholders, the amount of equity previously awarded to the executive and the vesting of such awards, the executive's position and, in the case of awards to executive officers other than our chief
The Compensation Committee's authority to grant equity awards may not be delegated to the Company's management or others.