By now, you should have a healthy
exercise plan in place to help your cat from becoming obese, which can extend the quality of her overall health.
For the longest time, it was believed that you ought to follow both a strict diet and
an exercise plan in order to lose weight.
Without a healthy eating and
exercise plan in place after going on a detox diet, the risk of gaining the weight back is high.
Adding it to your routine with a goal of weight loss will be ineffective if you do not have a calorie restricted diet and
exercise plan in place.
Understanding what makes the equipment so effective in creating a lean, toned body means understanding the Maxi Climber
exercise plan in its entirety.
You can increase the difficulty of the Maxi Climber
exercise plan in two main ways.
This guide will lead you throughout your 15 day diet program by providing you with
an exercise plan in order to maximize your results.
I followed
exercise plans in diet...
You probably know someone who takes a similar approach to weight loss — fad diets, supplements, and complex
exercise plans in hopes of finding a magic formula that will make the pounds melt off.
Not exact matches
Use your to - do list to make a
plan — specifically think through when and where you'll do the tasks and
in what order — and you'll find you maximize the actual benefit you get out of the
exercise, a quieter mind rather than a series of boxes you'll actually tick.
Rhodes recently lost some key employees who had significant amounts vested
in their stock - purchase
plans but left without
exercising their options.
There's no
plan afoot to carve four venture capitalists into a mountain anytime soon (though it's not inconceivable given the money and ego
in Silicon Valley), but it's still an interesting thought
exercise, which is why I put the question to various founders and venture capitalists.
Tabletop
exercises,
in which someone creates a scenario and the individuals around the table take on roles, can be an effective way to talk through the details of your
plan, Brown says.
Mark Williams and Danny Penman authors of «Mindfulness: An Eight Week
Plan for Finding Peace
in a Frantic World,» suggested on CNN that you perform a 10 - finger gratitude
exercise everyday.
This pilot
exercise surfaced gaps
in the initial knowledge transfer
plan, which we addressed later,» she writes.
The crucial part of the
exercise, however, is that you can't
plan your days
in advance.
Americans spend a ton of money on diet and
exercise — health clubs alone take
in over $ 75 billion a year
in revenue —
in spite of the fact that most of us have no clue as to which nutrition and
exercise plans are actually best for us.
I think the most complicated
exercises are those
in which we simulate the «contact» between friendly troops and the enemy on the ground: learning how to safely use the weapons in such [TIC - Troops In Contact] situations is as complex as vital, and requires extremely accurate planning on the ground and fine execution in flight.
in which we simulate the «contact» between friendly troops and the enemy on the ground: learning how to safely use the weapons
in such [TIC - Troops In Contact] situations is as complex as vital, and requires extremely accurate planning on the ground and fine execution in flight.
in such [TIC - Troops
In Contact] situations is as complex as vital, and requires extremely accurate planning on the ground and fine execution in flight.
In Contact] situations is as complex as vital, and requires extremely accurate
planning on the ground and fine execution
in flight.
in flight...
It felt like an arbitrary question to ask a kid, so I saw it more as an
exercise in creative storytelling than actual life
planning.
Consists of (i) 9,809,637 shares of Class C capital stock to be issued upon
exercise of outstanding stock options and vesting of outstanding GSUs that were distributed as a dividend to the issued and outstanding Class A stock options and GSUs
in April 2014
in connection with the Stock Split; and (ii) 11,913,110 shares of Class C capital stock to be issued upon conversion of GSUs that were granted under our 2012 Stock
Plan during 2014.
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 principle
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 principle
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 principle
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.
Consists of shares of Class C capital stock to be issued upon
exercise of outstanding stock options and vesting of outstanding GSUs that were distributed as a dividend to the issued and outstanding Class A stock options and GSUs
in April 2014
in connection with the Stock Split under the following
plans which have been assumed by us
in connection with certain of our acquisition transactions: the 2005 Stock Incentive
Plan assumed by us
in connection with our acquisition of DoubleClick Inc.
in March 2008; the 2006 Stock
Plan assumed by us
in connection with our acquisition of AdMob, Inc.
in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation
Plan assumed by us
in connection with our acquisition of Motorola Mobility Holdings, Inc.
in May 2012.
Notwithstanding any other provision of the
Plan or the SAR Agreement, no SAR can be
exercised after the expiration date provided
in the applicable SAR Agreement.
Consists of shares of Class A common stock to be issued upon
exercise of outstanding stock options and vesting of outstanding restricted stock units under the following
plans which have been assumed by us
in connection with certain of our acquisition transactions: the 2005 Stock Incentive
Plan assumed by us
in connection with our acquisition of DoubleClick Inc.
in March 2008; the 2006 Stock
Plan assumed by us
in connection with our acquisition of AdMob, Inc.
in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation
Plan assumed by us
in connection with our acquisition of Motorola Mobility Holdings, Inc.
in May 2012.
From January 1, 2008 through December 31, 2010, the Registrant granted to its employees, consultants and other service providers options to purchase an aggregate of 12,566,833 shares of common stock under the Registrant's Amended and Restated 2003 Stock Incentive
Plan, or the 2003
Plan, at
exercise prices ranging from $ 1.50 to $ 14.46 per share, which includes options to purchase shares of common stock that were repriced on a one - for - one basis to $ 2.32 per share
in February 2009.
From January 1, 2008 through December 31, 2010, the Registrant granted to certain executive officers, directors and other investors options and rights to purchase an aggregate of 8,196,662 shares of common stock under the 2003
Plan at
exercise prices ranging from $ 2.00 to $ 6.20 per share, which includes options to purchase shares of common stock that were repriced on a one - for - one basis to $ 2.32 per share
in February 2009.
«Total CEO realized compensation» for a given year is defined as (i) Mr. Musk's salary, cash bonuses, non-equity incentive
plan compensation and all other compensation as reported
in «Executive Compensation — Summary Compensation Table» below, plus (ii) with respect to any stock option
exercised by Mr. Musk
in such year
in connection with which shares of stock were also sold other than to satisfy the resulting tax liability, if any, the difference between the market price of Tesla common stock at the time of
exercise on the
exercise date and the
exercise price of the option, plus (iii) with respect to any restricted stock unit vested by Mr. Musk
in such year
in connection with which shares of stock were also sold other than automatic sales to satisfy the Company's withholding obligations related to the vesting of such restricted stock unit, if any, the market price of Tesla common stock at the time of vesting, plus (iv) any cash actually received by Mr. Musk
in respect of any shares sold to cover tax liabilities as described
in (ii) and (iii) above, following the payment of such amounts.
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.
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.
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 right
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 right
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 right
in the sale event and the
exercise price of the options or 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 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 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 award
in the 2015 Stock Incentive
Plan, the
exercise price of outstanding stock options and other awards.
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.
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.
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).
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 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.»
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
Stock options granted under our stock option
plan provide certain employee option holders the right to elect to
exercise unvested options
in exchange for shares of restricted common stock.
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 --
Notwithstanding the foregoing and, subject to adjustment as provided
in Section 15 of the
Plan, the maximum number of Shares that may be issued upon the
exercise of Incentive Stock Options will equal the aggregate Share number stated
in subsection 3 (a), plus, to the extent allowable under Code Section 422 and the Treasury Regulations promulgated thereunder, any Shares that become available for issuance under the
Plan pursuant to subsection 3 (b).
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.
The Company's board of directors also approved an additional distribution to its members, to the extent the gross proceeds of the Company's
planned initial public offering exceed the anticipated gross proceeds (including as a result of the
exercise by the underwriters of their option to purchase additional shares of Class A common stock),
in an amount equal to the product of (A) the increased gross proceeds and (B) 0.273, to be paid from the proceeds of the Company's
planned initial public 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 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
Subject to the provisions of our 2010
Plan, the administrator determines the terms of stock appreciation rights, including when such rights vest and become exercisable and whether to settle such awards
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.
Sure the proposed federal action
plan employs strong language to suggest that
in the absence of effective habitat protection by Alberta, the federal government may
exercise its SARA powers to apply the federal legislation onto provincial lands.
Subject to the provisions of our 2013
Plan, the administrator determines the other terms 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.
Except as required by Section 162 (m) of the Code with respect to a SAR intended to qualify as performance - based compensation as described
in Section 162 (m) of the Code, there will be no restrictions specified
in the 2014
Plan on the
exercise of SARs or the amount of gain realizable therefrom, although restrictions may be imposed by the administrator
in the SAR agreements.
In the event of a change of control (as defined in the plan), the compensation committee may, in its discretion, provide for any or all of the following actions: (i) awards may be continued, assumed, or substituted with new rights, (ii) awards may be purchased for cash equal to the excess (if any) of the highest price per share of common stock paid in the change in control transaction over the aggregate exercise price of such awards, (iii) outstanding and unexercised stock options and stock appreciation rights may be terminated, prior to the change in control (in which case holders of such unvested awards would be given notice and the opportunity to exercise such awards), or (iv) vesting or lapse of restrictions may be accelerate
In the event of a change of control (as defined
in the plan), the compensation committee may, in its discretion, provide for any or all of the following actions: (i) awards may be continued, assumed, or substituted with new rights, (ii) awards may be purchased for cash equal to the excess (if any) of the highest price per share of common stock paid in the change in control transaction over the aggregate exercise price of such awards, (iii) outstanding and unexercised stock options and stock appreciation rights may be terminated, prior to the change in control (in which case holders of such unvested awards would be given notice and the opportunity to exercise such awards), or (iv) vesting or lapse of restrictions may be accelerate
in the
plan), the compensation committee may,
in its discretion, provide for any or all of the following actions: (i) awards may be continued, assumed, or substituted with new rights, (ii) awards may be purchased for cash equal to the excess (if any) of the highest price per share of common stock paid in the change in control transaction over the aggregate exercise price of such awards, (iii) outstanding and unexercised stock options and stock appreciation rights may be terminated, prior to the change in control (in which case holders of such unvested awards would be given notice and the opportunity to exercise such awards), or (iv) vesting or lapse of restrictions may be accelerate
in its discretion, provide for any or all of the following actions: (i) awards may be continued, assumed, or substituted with new rights, (ii) awards may be purchased for cash equal to the excess (if any) of the highest price per share of common stock paid
in the change in control transaction over the aggregate exercise price of such awards, (iii) outstanding and unexercised stock options and stock appreciation rights may be terminated, prior to the change in control (in which case holders of such unvested awards would be given notice and the opportunity to exercise such awards), or (iv) vesting or lapse of restrictions may be accelerate
in the change
in control transaction over the aggregate exercise price of such awards, (iii) outstanding and unexercised stock options and stock appreciation rights may be terminated, prior to the change in control (in which case holders of such unvested awards would be given notice and the opportunity to exercise such awards), or (iv) vesting or lapse of restrictions may be accelerate
in control transaction over the aggregate
exercise price of such awards, (iii) outstanding and unexercised stock options and stock appreciation rights may be terminated, prior to the change
in control (in which case holders of such unvested awards would be given notice and the opportunity to exercise such awards), or (iv) vesting or lapse of restrictions may be accelerate
in control (
in which case holders of such unvested awards would be given notice and the opportunity to exercise such awards), or (iv) vesting or lapse of restrictions may be accelerate
in which case holders of such unvested awards would be given notice and the opportunity to
exercise such awards), or (iv) vesting or lapse of restrictions may be accelerated.
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, or (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 awar
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, or (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 awar
in exchange for cash or other awards for the purpose of repricing the award, or (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 awar
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.