Options can be
exercised by the option buyer at any time on or before their expiration date.
An American - style option can be
exercised by the option holder at any time until expiration.
Not exact matches
The president can
exercise this exit
option later this month
by revoking Iranian sanctions waivers, a move that would effectively end U.S. participation in the nuclear deal.
A tax reform bill issued
by House Republicans could make it easier for start - up employees to
exercise their stock
options.
That increases the shares outstanding and dilutes the stake of existing shareholders, since shares issued
by the company through the
exercise of
options are not sold in exchange for cash at fair market value but are
exercised at a discount.
The latter is an
option that is being
exercised by groups like the Canadian American Business Council, the U.S. Chamber of Commerce, the Business Council of Canada and the Canadian Chamber of Commerce which are all engaging the three governments involved to shape the negotiations and the policies that follow.
But
by giving people easy ways to mix up their workouts — say, boxing one day, aerial yoga the next — the company hopes to displace standard monthly gym memberships as the default
option for
exercise.
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 %.
Telenor, which already holds 39.5 percent of the Russian Vimpelcom, earlier said it expects Weather Investments to
exercise the sell
option and the deal to close
by Oct 1, at the latest.
A copy of the agreement reviewed
by The Hollywood Reporter reveals the two were to be paid $ 250,000 for the screenplay plus $ 150,000 more for rewrites if the producer
exercised its
option.
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.
Unless otherwise expressly provided in (or pursuant to) this Section 4 (c) or required
by Applicable Law: (A) all Awards are non-transferable and shall not be subject in any manner to sale, transfer, anticipation, alienation, assignment, pledge, encumbrance or charge; (B) Awards that are
Options or Stock Appreciation Rights shall be
exercised only
by the Participant; and (C) amounts payable or Shares issuable pursuant to any Award shall be delivered only to (or for the account of) the Participant.
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.
The per share
exercise price of these call
options is $ 20.15, subject to adjustment to account for any dividends or other distributions declared
by the Issuer prior to
exercise of the
options.
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.
When a participant
exercises an incentive stock
option while employed
by the Company or a subsidiary or within the three - month period (one - year period, in the case of disability) after his or her employment ends, the participant will not recognize any ordinary income at that time.
«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.
Tax withholding obligations could be satisfied
by withholding shares to be received upon
exercise of an
option or stock appreciation right, the vesting of restricted stock, performance share, or stock award, or the payment of a restricted share right or performance unit or
by delivery to the Company of previously owned shares of common stock.
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.
You can generate more income
by selling
options that are closer to the current market price but that risks having the
option exercised and the security called away.
The Board or the HRC or the GNC may modify, suspend, or terminate the LTICP but may not, without the prior approval of our stockholders, make any change to the LTICP that increases the total amount of common stock which may be awarded (except to reflect changes in capitalization), increases the individual maximum award limits (except to reflect changes in capitalization), changes the class of team members or directors eligible to participate, extends the duration of the LTICP, reduces the
exercise price of or reprices outstanding stock
options or stock appreciation rights, waives the LTICP's minimum time period requirements for vesting and lapse of restrictions for restricted stock or RSRs, or otherwise amends the LTICP in any manner requiring stockholder approval
by law or under the NYSE listing requirements.
When a participant
exercises an incentive stock
option while employed
by Wells Fargo or within the three - month period (one - year period, in the case of disability) after his or her employment ends, the participant will not recognize any ordinary income at that time.
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.
Alibaba Group Holding Ltd.'s initial public offering became the biggest ever at $ 25 billion, after the compay's bankers
exercised an
option to boost the deal size
by 15 percent.
However, the amount
by which the fair market value of the shares at the time of
exercise exceeds the
option price will be an «item of adjustment» for participant for purposes of the alternative minimum tax.
stock ownership policy under which all executive officers are required to retain 50 % of their after - tax profit shares acquired upon
exercise of
options or vesting of stock awards for a period of one year following retirement, and all other employees are expected to retain that number of shares while employed
by the Company.
Remember this: if the insider is
exercising stock
options by buying the stock, it is not very meaningful if the
options were granted at rock - bottom prices.
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;
The decision to
exercise the
option was approved
by the shareholders.
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;
Of these shares, all shares of common stock sold in this offering
by us and the selling stockholders, plus any shares sold upon
exercise of the underwriters» over-allotment
option, will be freely tradable in the public market without restriction or further registration under the Securities Act, unless these shares are held
by «affiliates,» as that term is defined in Rule 144 under the Securities Act.
Provided, however, that an incentive stock
option held
by a participant who owns more than 10 % of the total combined voting power of all classes of our stock, or of certain of our parent or subsidiary corporations, may not have a term in excess of five years and must have an
exercise price of at least 110 % of the fair market value of our common stock on the grant date.
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.
Based on shares outstanding as of December 31, 2016, on the closing of this offering, we will have outstanding a total of shares of Class A common stock, shares of Class B common stock, and shares of Class C common stock, assuming no
exercise of outstanding
options, and after giving effect to the conversion of all outstanding shares of our preferred stock into shares of Class B common stock on the closing of this offering and the sale of Class A common stock
by the selling stockholders in this offering.
The table assumes no
exercise by the underwriters of their
option to purchase additional shares of Class A common stock.
The adjustment assumes there will be no additional distribution in the event the gross proceeds from the 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).
upon the
exercise of an
Option or Stock Appreciation Right or upon the payout of a Restricted Stock Unit, Performance Unit or Performance Share, for each Share subject to such Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received
by holders of Common Stock in the Change in Control.
All stock
options and stock appreciation rights will have an
exercise price equal to at least the fair market value of our common stock on the date the stock
option or stock appreciation right is granted, except in certain situations in which we are assuming or replacing
options granted
by another company that we are acquiring.
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 underwriters may close out any covered short position either
by exercising their
option to purchase additional shares, in whole or in part, or
by purchasing shares in the open market.
We will receive no proceeds from the sale of any shares sold
by these selling stockholders if the overallotment
option is
exercised.
The diagram below depicts our organizational structure immediately following this offering assuming no
exercise by the underwriters of their
option to purchase additional shares of Class A common stock.
These shares will become eligible for sale in the public market and the
options may be
exercised once permitted
by provisions of the lock - up agreements and applicable law.
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.