We will be offering a variety
of incentive awards to salespeople.
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.
When shares of Capital Stock are to be issued upon the exercise, grant or vesting
of an Incentive Award, Google shall have the authority to withhold a number of such shares having a Fair Market Value at the date of the applicable taxable event determined by the Committee to be sufficient to satisfy the minimum federal, state and local withholding tax requirements, if any, attributable to such exercise, grant or vesting but not greater than the minimum withholding obligations, as determined by Google in its sole discretion.
The performance goals upon which the payment or vesting
of any Incentive Award (other than Options and stock appreciation rights) that is intended to qualify as Performance - Based Compensation depends shall relate to one or more of the following Performance Measures: market price of Capital Stock, earnings per share of Capital Stock, income, net income or profit (before or after taxes), economic profit, operating income, operating margin, profit margin, gross margins, return on equity or stockholder equity, total shareholder return, market capitalization, enterprise value, cash flow (including but not limited to operating cash flow and free cash flow), cash position, return on assets or net assets, return on capital, return on invested
These additional metrics are intended to frame performance expectations for the year for the Named Executive Officers but not to assure or preclude payment
of an incentive award or to be used in any fixed or specific mathematical formula related to the amount of the incentive award to be paid.
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.
These EBITDA performance targets are the key measures used to determine whether an incentive award will be paid for the fiscal year and, to the extent achieved, determine the range
of the incentive award opportunity for the Named Executive Officers.
Not exact matches
The letter the AFL - CIO sent to Goldman Sachs on November 20 notes that accelerated vesting
of incentive pay
awards goes completely against the goal
of employee retention.
In 2014, over 97 %
of the company's employees received long - term
incentive benefits, which are
awarded based on their performance.
The company says the campus will bring 50,000 jobs over the next two decades, and most
of the 20 finalist cities have said they are offering economic
incentives to lure the tech giant — for example, New Jersey has said it wants to
award Amazon $ 7 billion in tax breaks if it chooses the Newark area.
These limits forbade cash bonuses and set a cap on the only form
of incentive pay that banks could
award, which was restricted stock worth 50 %
of an employee's salary.
Represents share - based compensation expense associated with equity
awards for the periods indicated; also includes the portion
of annual non-cash
incentive compensation expense that eligible employees elected to receive or are expected to elect to receive as common equity in lieu
of their 2017 and 2018 cash bonus, respectively.
Based on performance assessments, the CEO attends a meeting
of the Compensation Committee held for the purpose
of considering the individual executives» annual compensation and recommends the base salary and any
incentive bonus
awards or long - term
incentive awards, if applicable, for each
of the executive officers, including the named executive officers.
Except as expressly provided in the Plan, no issuance by Google
of shares
of stock
of any class, or securities convertible into shares
of stock
of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number
of shares or amount
of other property subject to, or the terms related to, any
Incentive Award.
Except as expressly provided in the Plan, no issuance by Alphabet
of shares
of stock
of any class, or securities convertible into shares
of stock
of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number
of shares or amount
of other property subject to, or the terms related to, any
Incentive Award.
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).
Sales leaders use sales metrics to track progress toward goals, prepare for the future, adjust sales compensation,
award incentives and bonuses, spot problems before they get out
of hand, and more.
Chairman Richard Meddings said Pester had agreed not to take the portion
of his bonus related to a successful migration
of customers to the computer system, but declined to say if the CEO would be
awarded any other
incentive pay this year.
The Plan seeks to achieve this purpose by providing for discretionary long - term
incentive Awards in the form of Options (which may be Incentive Stock Options or Nonstatutory Stock Options), Stock Appreciation Rights, Stock Grants, Restricted Stock Units and Cash Bonu
incentive Awards in the form
of Options (which may be
Incentive Stock Options or Nonstatutory Stock Options), Stock Appreciation Rights, Stock Grants, Restricted Stock Units and Cash Bonu
Incentive Stock Options or Nonstatutory Stock Options), Stock Appreciation Rights, Stock Grants, Restricted Stock Units and Cash Bonus
Awards.
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.
«According to the filing, Armstrong will receive a «Founders»
Incentive Award»
of restricted stock units with a value equivalent to 1.5 %
of AOL's market value when the merger is consummated.
The primary elements
of each named executive officer's total compensation shown in the table are base salary, an annual cash
incentive, and long - term equity
awards consisting
of time - based and performance - based RSUs.
Subject to the terms and conditions set forth in the Plan,
incentive awards may be settled in cash or shares
of Class C capital stock and may be subject to performance - based and / or service - based conditions.
One - third
of performance share
awards, which make up 50 %
of long - term
incentive compensation, are tied to average return on invested capital over a three - year period.
Taking into consideration the actual salary, annual
incentive payout and long - term
incentive award for the period 2013 - 2015, Mrs. Rometty earned 55 %
of her annual total target compensation in 2015.
These
incentives are provided through the granting
of stock options, stock appreciation rights, restricted stock
awards, restricted stock units, performance bonus
awards, performance shares and performance units.
Other than periodic
incentive plans that were historically provided to Mr. McNeill based on the achievement of specific customer - related metrics, including as set forth under the «Non-Equity Incentive Plan Compensation» column in «Executive Compensation — Summary Compensation Table» below, we do not currently have or have planned any specific arrangements with our named executive officers providing for cash - based bonu
incentive plans that were historically provided to Mr. McNeill based on the achievement
of specific customer - related metrics, including as set forth under the «Non-Equity
Incentive Plan Compensation» column in «Executive Compensation — Summary Compensation Table» below, we do not currently have or have planned any specific arrangements with our named executive officers providing for cash - based bonu
Incentive Plan Compensation» column in «Executive Compensation — Summary Compensation Table» below, we do not currently have or have planned any specific arrangements with our named executive officers providing for cash - based bonus
awards.
An
incentive compensation award paid in stock, restricted share rights, or restricted stock pursuant to this Policy shall be governed by the provisions (other than provisions with respect to the computation of such award) of the Company's Long - Term Incentive Compensat
incentive compensation
award paid in stock, restricted share rights, or restricted stock pursuant to this Policy shall be governed by the provisions (other than provisions with respect to the computation
of such
award)
of the Company's Long - Term
Incentive Compensat
Incentive Compensation Plan.
In addition, the vesting features
of our equity
awards contributes to executive retention because this feature provides an
incentive to our named executive officers to remain in our employ during the scheduled vesting period or until the achievement
of the applicable performance milestones, which are expected to be achieved over the medium - to long - term.
With respect to Ms. Tolstedt, whose Community Banking business line achieved 100 % (the target level)
of its projected contribution to the Company's profit plan, the HRC
awarded her
incentive compensation
of $ 1,500,000.
Taking into consideration the actual salary, actual annual
incentive payout and actual long - term
incentive award for the period 2013 - 2015, Mrs. Rometty earned 55 %
of her annual total target compensation in 2015.
Although the Company's performance for 2007 was in the top quartile compared to its Peer Group and met one
of the alternative goals under the Performance Policy, the HRC considered in making its
incentive award decisions the fact that the Company did not meet its EPS goal
of $ 2.49 (2006 EPS, as originally reported) under the Performance Policy and therefore did not improve upon the EPS results
of the prior year.
For each proxy statement position, this compensation data was ranked from highest to lowest by the combined total amount
of annual cash plus the annualized value
of long - term
incentive awards.
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.
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 g
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 g
Award»), representing 5 %
of Tesla's total issued and outstanding shares at the time
of grant.
Deferral
of an
incentive compensation
award paid in cash under this Policy shall be made pursuant to the provisions
of the Company's Deferred Compensation Plan.
For 2016, the independent members
of the Board made no change to Mrs. Rometty's base salary, target annual
incentive or annual long - term
incentive award value, relative to 2015.
This grade was
awarded as a result
of the budget's focus on
incentives to promote small and medium - sized businesses, improve gender diversity in business, and bolster national infrastructure.
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.
(8) Amounts in this column reflect the total
of the following columns: Salary, Bonus, Stock
Awards, Option
Awards, Non-Equity
Incentive Plan Compensation, Change in Retention Plan Value, Change in Pension Value, Nonqualified Deferred Compensation Earnings and All Other Compensation.
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.
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 following table provides information on
awards granted under the PfR Plan for fiscal 2010 and
awards of PRUs and
awards of restricted stock units («RSUs») granted as part
of fiscal 2010 long - term
incentive compensation:
Mr. Apotheker was granted a long - term
incentive award consisting
of 76,000 shares
of time - based restricted stock vesting in equal amounts annually over a two - year period, 304,000 PRUs for the two - year performance period extending from
As described above, a portion
of an executive's target long - term
incentive amount is delivered in the form
of PRUs, and the remaining value is
awarded in grants
of time - based restricted stock units.
On December 31, 2009, the Company had 5.18 billion outstanding shares
of common stock, and approximately 734 million shares reserved for issuance for outstanding convertible preferred stock, the warrant issued in connection with the TARP CPP investment, dividend reinvestment, deferred compensation plans, long - term
incentive compensation
awards, and in connection with employee benefit plans.
The number
of RSRs
awarded to Mr. Carroll is equal to approximately 120 %
of the 2009 target
incentive award stated in his employment agreement.
Employee recognition, sales
incentives, years -
of - service
awards, corporate gifting; no matter your program type, Engentive can help your organization achieve its engagement objectives while saving you valuable time and money.
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.
One - half
of the value
of the long - term
incentive award is
awarded in the form
of stock options.