The principal features
of our equity incentive plans and our 401 (k) plan are summarized below.
See «Executive Compensation — Employee Benefit and Stock Plans» for a description
of our equity incentive plans.
Under the terms
of our equity incentive plans, the fair market value on the grant date is defined as the average of the high and low trading prices of FedEx's stock on the New York Stock Exchange on that day.
For a description
of our equity incentive plan, see the section entitled «Executive Compensation — 2015 Omnibus Incentive Plan.»
The Delaware Supreme Court recently held that stockholder ratification
of an equity incentive plan that affords directors discretion in making awards to themselves can not be used to prevent the Court of Chancery from reviewing further...
Stockholder Litigation, the Delaware Court of Chancery held that a fully informed stockholder vote approving adoption
of an equity incentive plan also ratified subsequent equity...
Not exact matches
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.
The Compensation Committee, consisting entirely
of independent directors, is responsible for Apple's compensation and
incentive plans and programs, approves all compensation for Apple's executive officers, and acts as the administrative committee for Apple's employee
equity plans.
Awards granted under the 2007
Equity Incentive Plan may consist of incentive stock options, non-qualified stock options, stock appreciation rights (SAR), restricted stock grants, and restricted stock uni
Incentive Plan may consist
of incentive stock options, non-qualified stock options, stock appreciation rights (SAR), restricted stock grants, and restricted stock uni
incentive stock options, non-qualified stock options, stock appreciation rights (SAR), restricted stock grants, and restricted stock units (RSU).
We generally do not enter into severance arrangements with our named executive officers, and none
of the
equity awards granted to the named executive officers under Apple's
equity incentive plans provide for acceleration in connection with a change in control or a termination
of employment, other than as noted below or in connection with death or disability.
If you hold your shares in street name, it is critical that you cast your vote if you want it to count in the election
of directors, the vote to approve the amendment to our Amended and Restated Certificate
of Incorporation, the vote to approve the amendment and restatement
of our 2013
Equity Incentive Plan, the advisory vote to approve named executive officer compensation, and the stockholder proposals requesting: (i) the elimination
of supermajority voting requirements, (ii) the adoption
of a policy to consider employee pay ranges when setting CEO compensation, and (iii) a report on Salesforce's criteria for investing in, operating in and withdrawing from high - risk regions (Proposals 1, 2, 3, 5, 6, 7 and 8 in this Proxy Statement).
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.
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.
The pay cut is mostly due to the phasing out
of the company's notoriously generous long - term
incentive plan, the Leadership Equity Acquisition Plan, which rewarded the 73 - year - old chief handsom
plan, the Leadership
Equity Acquisition
Plan, which rewarded the 73 - year - old chief handsom
Plan, which rewarded the 73 - year - old chief handsomely.
Other specific duties and responsibilities
of the HR and Compensation Committee include reviewing senior management selection and overseeing succession
planning, including reviewing the leadership development process; reviewing and approving objectives relevant to executive officer compensation, evaluating performance and determining the compensation
of executive officers in accordance with those objectives; approving severance arrangements and other applicable agreements for executive officers; overseeing HP's
equity and
incentive compensation
plans; overseeing non-
equity based benefit
plans and approving any changes to such
plans involving a material financial commitment by HP;
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;
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 Incent
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 Incent
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 IncentiveIncentive Plan.
Amended and Restated 2008
Equity Incentive Plan to increase the number
of shares reserved for issuance by 3,000,000 shares, (3) «For» approval
of the J.Crew Group, Inc..
The following is a description
of the severance, termination and change in control benefits payable to each
of our Named Executive Officers pursuant to their respective agreements and our
equity incentive plans.
reviewing, adopting, amending, and terminating,
incentive compensation and
equity plans, severance agreements, profit sharing
plans, bonus
plans, change -
of - control protections, and any other compensatory arrangements for our executive officers and other senior management;
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;
We intend to adopt a 2015
Incentive Award
Plan in order to facilitate the grant
of cash and
equity incentives to directors, employees (including our named executive officers) and consultants
of our Company and certain
of its affiliates and to enable our Company and certain
of its affiliates to obtain and retain services
of these individuals, which is essential to our long - term success.
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 disposition
of shares
of common stock to us, or the withholding
of shares
of common stock by us, in a transaction exempt from Section 16 (b)
of the Exchange Act solely in connection with the payment
of taxes due with respect to the vesting or settlement
of RSUs granted under our
equity incentive plans or pursuant to a contractual employment arrangement described elsewhere in this prospectus, insofar as such RSU is outstanding as
of the date
of this prospectus; 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;
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
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.
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,
Our board
of directors adopted our 2012
Equity Incentive Plan, or our 2012
Plan, in May 2012, and our stockholders approved our 2012
Plan in August 2012.
Our board
of directors has adopted, and we expect our stockholders will approve our 2010
Equity Incentive Plan, or the 2010
Plan, prior to the completion
of this offering.
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.
The 2017
Plan will be the successor to our 2012
Equity Incentive Plan and 2014
Equity Incentive Plan, each
of which is described below, or, together, the Prior
Plans.
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.
On July 21, 2017, the board
of directors
of Croe, subject to the approval
of Croe stockholders, adopted the Croe, Inc. 2017
Equity Incentive Plan and authorized the reservation
of 5,000,000 shares
of common stock for issuance pursuant to awards granted thereunder.
We also intend to register all shares
of common stock that we may issue under our
equity incentive plans, including 5,448,749 shares reserved for future issuance under our
equity incentive plans as
of May 15, 2010.
After this offering, we will have an aggregate
of shares
of common stock authorized but unissued and not reserved for issuance under our
equity incentive plans, options granted to our founders or otherwise.
the authorization or issuance
of any
of our
equity securities, other than pursuant to
equity incentive plans or arrangements approved by the board
of directors;
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.
5,448,749 shares
of common stock reserved as
of May 15, 2010 for future issuance under our
equity incentive plans; and
The following table summarizes: (i) the outstanding number
of options and awards under the
equity incentive plans; and (ii) the number
of shares granted to directors, executive officers, and non-executive directors, as
of March 1, 2018:
In addition, she has extensive experience counseling businesses in all aspects
of the business life cycle from the initial structuring and formation
of the business to financing that business; hiring employees; corporate governance; day - to - day operations; negotiating licensing and other commercial agreements;
equity incentive plans; and liquidity events.
CALGARY, October 10, 2017 — Solium Capital Inc. («Solium»)(TSX: SUM), the leading provider
of software - as - a-service for global
equity - based
incentive plans, administration, financial reporting and compliance, today announced the acquisition
of Capshare, a high - growth cloud platform for cap table management, electronic - share tracking, modeling and waterfall analysis, and compliance for private companies.
Other specific duties and responsibilities
of the HR and Compensation Committee include reviewing senior management selection and overseeing succession
planning, including reviewing the leadership development process; reviewing and approving objectives relevant to executive officer compensation and evaluating performance and determining the compensation
of executive officers in accordance with those objectives; approving severance arrangements and other applicable agreements for executive officers; overseeing HP's
equity and
incentive compensation
plans; overseeing non-
equity-based benefit
plans and approving any changes to such
plans involving a material financial commitment by HP; monitoring workforce management programs; establishing compensation policies and practices for service on the Board and its committees, including annually reviewing the appropriate level
of director compensation and recommending to the Board any changes to that compensation; developing stock ownership guidelines for directors and executive officers and monitoring compliance with such guidelines; and annually evaluating its performance and its charter.
The vesting
of all outstanding stock options under the Long - Term
Equity Incentive Plan, including those held by our named executive officers, will accelerate if:
In addition, the HR and Compensation Committee may delegate any
of its duties and responsibilities, including the administration
of equity incentive or employee benefit
plans, to one or more
of its members, to one or more other directors, or to one or more other persons, unless otherwise prohibited by applicable laws or listing standards.
The Compensation Committee also oversees our
equity and
incentive - based
plans and administers the issuance
of stock options, restricted stock units and other awards under these
plans.
We currently have a long - term
equity incentive plan: the 2012 Stock Purchase and Option Plan of Blue Buffalo Pet Products, Inc., or the 2012 Plan, which is described below under the heading «-- Equity Compensation and Stock Purchase Plans.&
equity incentive plan: the 2012 Stock Purchase and Option Plan of Blue Buffalo Pet Products, Inc., or the 2012 Plan, which is described below under the heading «-- Equity Compensation and Stock Purchase Plans.&ra
plan: the 2012 Stock Purchase and Option
Plan of Blue Buffalo Pet Products, Inc., or the 2012 Plan, which is described below under the heading «-- Equity Compensation and Stock Purchase Plans.&ra
Plan of Blue Buffalo Pet Products, Inc., or the 2012
Plan, which is described below under the heading «-- Equity Compensation and Stock Purchase Plans.&ra
Plan, which is described below under the heading «--
Equity Compensation and Stock Purchase Plans.&
Equity Compensation and Stock Purchase
Plans.»
Pursuant to the 2012
Plan we have provided long - term
equity compensation to Kurt and Mike in the form
of incentive stock options.
With an
Equity Incentive Plan you can specify the type of employees eligible to receive incentive stock options; the minimum price per share of stock an employee must pay if they are granted the right to purchase stock (even though the employee owns more than the maximum percentage defined in the plan); the timeframe within which stock options can be granted under the plan after its adoption or approval by shareholders; the total number of shares to be issued to employees; and the conditions and time period for the expiration of stock
Incentive Plan you can specify the type of employees eligible to receive incentive stock options; the minimum price per share of stock an employee must pay if they are granted the right to purchase stock (even though the employee owns more than the maximum percentage defined in the plan); the timeframe within which stock options can be granted under the plan after its adoption or approval by shareholders; the total number of shares to be issued to employees; and the conditions and time period for the expiration of stock opti
Plan you can specify the type
of employees eligible to receive
incentive stock options; the minimum price per share of stock an employee must pay if they are granted the right to purchase stock (even though the employee owns more than the maximum percentage defined in the plan); the timeframe within which stock options can be granted under the plan after its adoption or approval by shareholders; the total number of shares to be issued to employees; and the conditions and time period for the expiration of stock
incentive stock options; the minimum price per share
of stock an employee must pay if they are granted the right to purchase stock (even though the employee owns more than the maximum percentage defined in the
plan); the timeframe within which stock options can be granted under the plan after its adoption or approval by shareholders; the total number of shares to be issued to employees; and the conditions and time period for the expiration of stock opti
plan); the timeframe within which stock options can be granted under the
plan after its adoption or approval by shareholders; the total number of shares to be issued to employees; and the conditions and time period for the expiration of stock opti
plan after its adoption or approval by shareholders; the total number
of shares to be issued to employees; and the conditions and time period for the expiration
of stock options.
If you own a business you can encourage and reward the hard work
of your employees with an
Equity Incentive Plan, in the form
of stocks.