Lang and Huddart found that most workers exercise their options quickly and then sell their shares prematurely, which on its face contradicts the notion of
granting options as long - term incentives.
Not exact matches
Another amendment
granting states the
option of requiring able - bodied adults to work
as a requirement for benefits could further curb costs.
Interest rates should be lower,
grants and scholarships should be more readily available, and community colleges should be seen
as a viable
option.
The researchers also found that when boards did vary the number of
options granted to CEOs, they often picked round numbers, such
as increasing the number of
options by 10 % or doubling it.
Dorsey recognizes that his highly - skilled workforce is Twitter's most valuable asset in the long term, which is why he gave them the
options grant as a retention incentive.
Companies
granting large numbers of
options thus show a fatter bottom line than they would if those
options had been listed
as an expense.
The New Orleans - based startup launched in August of 2012
as a way to cater late night meals to his friends in New Orleans, a city which doesn't have the same late night dining
options that his hometown of New York City takes for
granted.
Corey Rosen, executive director at the National Center for Employee Ownership, in Oakland, Calif., suggests reminding employees that a stock -
option grant rarely replaces more traditional benefits such
as a pension plan and therefore should be viewed
as a bonus — one that in some cases may never be worth a dime.
Google's (GOOG) board gave CEO Eric Schmidt a $ 100 million
option and stock
grant as a going away present.
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.
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.
Our equity incentive plan will allow for the
grant of other forms of equity incentives in addition to stock
options, such
as grants of restricted stock, restricted stock units and stock appreciation rights.
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.
This number is calculated using the share counting rules described in Sections 5 (a) and 5 (b) of the 2014 Plan and includes the number of shares available for new award
grants under the 2014 Plan out of the 385 million shares authorized by shareholders upon adoption of the 2014 Plan; the number of shares available for new award
grants under the 2003 Employee Stock Plan (the «2003 Plan») on the date that shareholders approved the 2014 Plan; the number of shares subject to outstanding stock
options under the 2003 Plan and 2014 Plan
as of November 17, 2015; and two times the number of shares subject to outstanding RSUs under the 2003 Plan and 2014 Plan
as of November 17, 2015 (all adjusted for the 7 - for - 1 stock split).
The 2014 Plan permits the
granting by the plan administrator of stock
options, stock appreciation rights, stock
grants and RSUs,
as well
as cash bonus awards.
Such compensation might typically include salary, bonuses, benefits (such
as use of a company car), and
grants of stock or stock
options.
Total compensation includes information disclosed in company proxy statements, including salary, bonus, stock and
options valued at
grant date, any deferred compensation,
as well
as other benefits and perks.
Shares issued with respect to awards
granted under the 2014 Plan other than stock
options or stock appreciation rights are counted against the 2014 Plan's aggregate share limit
as two shares for every one share actually issued in connection with the award.
Shares issued in respect of awards other than stock
options and stock appreciation rights
granted under the 2014 Plan and the Director Plan count against the shares available for
grant under the applicable plan
as two shares for every share
granted.
granted any
options since August 2008, we performed a contemporaneous valuation of our common stock
as of December 24, 2008 and determined the fair value to be $ 2.32 per share
as of such date.
Any Shares subject to Awards
granted under the Plan other than
Options or Stock Appreciation Rights shall be counted against the numerical limits of this Section 3
as two and fifteen - one hundredths (2.15) Shares for every one (1) Share subject thereto and shall be counted
as two and fifteen - one hundredths (2.15) Shares for every one (1) Share returned to or deemed not issued from the Plan pursuant to this Section 3.
We
grant stock
options to our executives to align their interests with those of our stockholders and
as an incentive to remain with us.
Stock appreciation rights are generally subject to the same terms and limitations
as options or, when
granted in tandem with other awards, to the same terms
as those other awards.
Given our greater emphasis on providing
option grants as the key component of our executive compensation, our board of directors did not adjust the target bonus amounts for our executive officers in 2010 from prior years.
The HRC,
as part of its regular
option grants for 2008,
granted an
option to Richard M. Kovacevich, who is retiring
as Chairman of the Company at the end of 2008.
In August 2012, to create incentives for continued long - term success from the then - recently launched Model S program
as well
as from Tesla's then - planned Model X and Model 3 programs, and to further align executive compensation with increases in stockholder value, the Board
granted to Mr. Musk a stock
option award to purchase 5,274,901 shares of Tesla's common stock (the «2012 CEO Performance Award»), representing 5 % of Tesla's total issued and outstanding shares at the time of
grant.
The Compensation Committee believes that
options to purchase shares of our common stock, with an exercise price equal to the market price of our common stock on the date of
grant, are inherently performance - based and are a very effective tool to motivate our executives to build stockholder value and reinforce our position
as a growth company.
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.
Each automatic triennial stock
option grant and each stock
option grant for service
as lead independent director, member of a Board committee or chair of a Board committee, in each case
as described above, will vest 1/36 per month for three years starting on the one month anniversary of the vesting commencement date, subject to continued service in the capacity for which such
grant was made (except that if a director who was
granted such an
option ceases to be a director on the day before an annual meeting that is held earlier than the anniversary date of the vesting commencement date for that calendar year, vesting will accelerate with respect to the shares that would have vested if such director continued service through such anniversary date).
for serving
as the lead independent director, (i) on the later of June 12, 2012 or shortly following appointment
as the lead independent director, and (ii) every three years thereafter, an automatic
grant of a stock
option to purchase 24,000 shares of our common stock;
For purposes of the table in «Executive Compensation — Summary Compensation Table» below, we are required to report pursuant to applicable SEC rules any stock
option grants to Mr. Musk at values determined
as of their respective
grant dates and which are driven by certain assumptions prescribed by Financial Accounting Board Accounting Standards Codification Topic 718, «Compensation — Stock Compensation» («ASC Topic 718»).
As discussed in the CD&A under «Compensation Components» and «Achieving Compensation Objectives — Pay for Performance,» we have provided incentive compensation in the form of an annual cash incentive award based on Company, business line and individual qualitative performance results for each fiscal year, and long - term incentive compensation generally in the form of stock
option grants and, in certain circumstances, RSRs to reward our SEOs for contribution to growth in long - term stockholder value.
On July 9, 2015, Mr. Johnson was
granted an
option to purchase 38,000 shares of our common stock, which he early exercised for restricted shares of our common stock that were subject to the same vesting schedule
as the
option.
SARs may be
granted either in tandem with, or
as a component of, other awards
granted under the LTICP, or not in conjunction with other awards and may, but need not, relate to a specific
option.
SARs are generally subject to the same terms and limitations
as options or, when
granted in tandem with other awards, to the same terms
as those other awards.
On June 9, 2011, Dr. Summers was
granted an
option to purchase 1,288,000 shares of our common stock, which he early exercised for restricted shares of our common stock that were subject to the same vesting schedule
as the
option.
Awards
granted under the Plan may be Nonstatutory Stock
Options (NSOs), Incentive Stock
Options (ISOs), Stock Appreciation Rights (SARs), Restricted Stock, or Restricted Stock Units (RSUs),
as determined by the Administrator at the time of
grant.
The
options held by Mr. Duke and Mr. McMillon were
granted to them in prior years
as part of their compensation for service
as Associates and not
as compensation for serving
as a director of our company.
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.
While
options and stock appreciation rights are not currently being
granted under the Stock Incentive Plan, the 2015 Stock Incentive Plan allows the committee to
grant both non-qualified and incentive stock
options,
as well
as stock appreciation rights.
It is the intent of the Company that
Options and stock appreciation rights
granted to Covered Employees and other Incentive Awards designated
as Incentive Awards to Covered Employees subject to Section 8 shall constitute qualified «performance - based compensation» within the meaning of Code Section 162 (m) and regulations thereunder, unless otherwise determined by the Committee at the time of allocation of an Incentive Award.
While there are various
options to help your child pay for college — such
as student loans, scholarships,
grants and work - study jobs — you probably can't take out a loan to cover your retirement.
Upon an optionee's sale of the shares (assuming that the sale occurs at least two years after
grant of the
option and at least one year after exercise of the incentive stock
option), any gain will be taxed to the optionee
as long - term capital gain.
As a result, we will not
grant any additional stock
options under the 2007 Plan following that date, and the 2007 Plan will terminate at that time.
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.
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.»
In the third quarter of 2009, we completed performance reviews for our employees and executive officers, and in some cases
as a result of these reviews, executive officers received additional stock
option grants.
5,897,398 shares of Class B common stock reserved for future issuance under our 2007 Plan
as of March 31, 2015 (which reserve does not reflect the
options to purchase shares of Class B common stock
granted after March 31, 2015); and
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 --