Not exact matches
Rhodes recently lost some key employees who had significant amounts vested in their stock - purchase
plans but left without
exercising their
options.
Meanwhile, as Microsoft was all but vaporizing its hard - earned profits to buy back those 37 million shares last year, it was busy issuing another 45 million shares that employees had
exercised through the
option plan.
Aaron's has a stock
option plan that, if fully
exercised, would dole out to Allen and Aaron's other executives nearly 14.6 million additional shares, diluting current shareholders by 20 %.
As long as your company designs its
plan properly, the employees who receive nonqualified
options won't owe taxes on their
options until they
exercise them.
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.
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.
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.
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.
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.
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.
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.
upon the
exercise of outstanding Stock
Options issued outside of the Equity
Plan (the «Non-
Plan Stock
Option»).
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.
The administrator will determine the methods of payment of the
exercise price of an
option, which may include cash, shares, or other property acceptable to the administrator, as well as other types of consideration permitted by applicable law and the other terms of the
option, subject to the provisions of our 2015
Plan.
The 2013
Plan provides that the Administrator will determine acceptable forms of consideration for
exercising an
option.
The term of an incentive stock
option may not exceed ten years, except that with respect to any participant who owns more than 10 % of the voting power of all classes of our outstanding stock, the term must not exceed five years and the
exercise price must equal at least 110 % of the fair market value on the grant date subject to the provisions of our 2015
Plan.
2,816,100 shares of our Class A common stock issuable upon the
exercise of
options to purchase shares of our Class A common stock granted after September 30, 2015 under our 2015 Equity Incentive
Plan, with an
exercise price per share equal to the public offering price set forth on the cover page of the final prospectus for this offering;
The administrator will determine the methods of payment of the
exercise price of an
option, which may include, to the extent permitted by applicable law, cash, shares, or other property acceptable to the administrator, as well as other types of consideration, subject to the provisions of our 2015
Plan.
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.
exercise price of $ 3.70 per share (which excludes 5,187,290 restricted shares issued under the 2011 Stock
Option and Grant
Plan);
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 awards.
As of March 31, 2015,
options to purchase 1,353,659 Shares were outstanding under the 2010 Stock Incentive
Plan and predecessor
plans, with an average
exercise price of $ 47.87 per Share, all of which expire no later than April 1, 2024.
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).
However, any outstanding stock
options and RSUs granted under the 2007
Plan will remain outstanding, subject to the terms of our 2007
Plan and applicable award agreements, until such shares are issued under those awards (by
exercise of stock
options or settlement of RSUs) or until the awards terminate or expire by their terms.
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.»
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.
You will experience additional dilution when those holding
options exercise their right to purchase common stock under our equity incentive
plans, when RSUs vest and settle, when we issue restricted stock to our employees under our equity incentive
plans, or when we otherwise issue additional shares of our common stock.
The administrator will determine the methods of payment of the
exercise price of an
option, which may include cash, shares or other property acceptable to the
plan administrator.
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).
This agreement does not apply to any existing equity incentive
plans, securities issued upon the
exercise of
options or upon the
exercise, conversion or exchange of exercisable,
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
Unless the administrator provides otherwise, our 2010
Plan generally does not allow for the transfer of awards and only the recipient of an
option or stock appreciation right may
exercise such an award during his or her lifetime.
shares subject to awards granted under our 2015
Plan that cease to be subject to the awards for any reason other than
exercises of stock
options or stock appreciation rights;
LLC for a period of 180 days after the date of this prospectus, other than the shares of our Class A common stock to be sold hereunder and any shares of our Class A common stock issued upon the
exercise of
options granted under our equity incentive
plans.
As of June 30, 2013,
options to purchase 325,630 shares of our common stock remained outstanding under the Crashlytics
Plan at a weighted - average
exercise price of approximately $ 0.54 per share.
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 accelerated.
The
exercise price of stock
options granted under our equity incentive
plans is equal to the fair market value of FedEx's common stock on the date of grant.
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 award.
Upon the completion of this offering and after giving effect to the
planned recapitalization of our common stock into a single class of common stock and stock split, SIH will own shares of our outstanding common stock (representing % of the shares outstanding), our founders and their family trusts will own an aggregate shares of our outstanding common stock (representing % of the shares outstanding) and our employees who received shares upon the liquidation of the special purpose employee ownership vehicle will own shares of our outstanding common stock under a restricted stock award (representing % of the shares outstanding), in each case as it relates to the percentage ownership assuming that the underwriters do not
exercise their
option to purchase additional shares.
As of June 30, 2013,
options to purchase 496,439 shares of our common stock remained outstanding under the Bluefin
Plan at a weighted - average
exercise price of approximately $ 2.22 per share.
The
exercise price of
options granted under our 2013
Plan must at least be equal to the fair market value of our common stock on the date of grant.
To the extent that outstanding
options are
exercised, new
options are granted under our equity incentive
plans or we issue additional shares of common stock in the future, there will be further dilution to the new investors participating in this offering.
The
exercise price of
options granted under our 2014
Plan must at least be equal to the fair market value of our Class A common stock on the date of grant.