The announcement precedes the final three vesting dates
of restricted stock awards tied to Facebook's $ 22 billion purchase of WhatsApp in 2014.
Until the ownership level is achieved, executives must retain at least 25 % of the after - tax value upon vesting
of each restricted stock award or 25 % of the shares remaining after exercise costs and taxes from a stock option exercise.
As discussed above, an officer's position and level of responsibility are the primary factors that determine the number of options and shares
of restricted stock awarded to the officer in the annual grant.
This methodology prevents the need for an officer to make a disposition of FedEx stock to cover the tax consequences
of a restricted stock award and dilute his or her interest in FedEx.
Not exact matches
About two - thirds
of an employee's annual
award is received in
stock - settled
stock appreciation rights and the remaining third in
restricted stock units (RSUs).
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.
JPMorgan noted that its calculation
of Mr. Dimon's 2010 compensation did not include the $ 17 million in
restricted stock and options that he was
awarded in February for his performance last year.
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.
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 units (RSU).
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 Bonus
Awards.
«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.
Awards may be granted under the Plan in substitution for or in connection with an assumption of employee, director and / or consultant stock options, stock appreciation rights, restricted stock or other stock - based awards granted by other entities to persons who are or who will become Employees or Consultants in respect of the Company or one of its Subsidiaries in connection
Awards may be granted under the Plan in substitution for or in connection with an assumption
of employee, director and / or consultant
stock options,
stock appreciation rights,
restricted stock or other
stock - based
awards granted by other entities to persons who are or who will become Employees or Consultants in respect of the Company or one of its Subsidiaries in connection
awards granted by other entities to persons who are or who will become Employees or Consultants in respect
of the Company or one
of its Subsidiaries in connection with a
Consists
of options to purchase shares
of our common
stock and
restricted stock unit
awards representing the right to acquire shares
of our common
stock.
Under the terms
of the LTICP, in addition to or in lieu
of stock options, we may
award, and have
awarded in selected situations for retention purposes or to address other competitive pressures, other types
of equity - based long - term compensation, including
restricted stock, RSRs,
stock awards,
stock appreciation rights, performance shares, or performance units.
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.
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 Compensation Plan.
No
stock appreciation rights,
restricted stock awards or
awards other than the
stock options and RSRs were outstanding under the LTICP as
of March 1, 2008.
Beginning in 2009, it was determined that the regular annual equity
award grants to the executive officers would primarily be in the form
of a new type
of equity
award entitled «outperformance
stock units» (OSUs), rather than
stock options and time - vested
restricted stock units (RSUs).
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.
As
of March 31, 2018, equity
awards outstanding under Salesforce equity plans were approximately: 24,905,926
stock options, no unvested
restricted shares, 23,871,234
restricted stock units and 806,427 performance - based
restricted stock units.
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.
After reviewing the revised peer group director compensation data in June 2009, the committee 1) set pay for the new non-executive Chairman
of the Board, 2) increased the value
of the annual equity
award from $ 145,000 to $ 175,000, since the previous level
of compensation was deemed below the market median, and 3) changed the equity grant vehicle from 100 %
restricted stock units (RSUs) to 50 % RSUs and 50 % outperformance
stock units (OSUs) in order to more closely align with the equity package that Intel executives receive.
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.
(d) «
Award» means, individually or collectively, a grant under the Plan
of Options,
Stock Appreciation Rights,
Restricted Stock,
Restricted Stock Units, Performance Bonus
Awards, Performance Units or Performance Shares.
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.
It does not take into account the shares issuable upon vesting
of outstanding
restricted stock unit
awards, which have no exercise price.
As
of June 30, 2015, there was $ 178.6 million
of total unrecognized compensation cost related to outstanding
stock options and
restricted stock awards that is expected to be recognized over a weighted average period
of 3.51 years.
As
of September 30, 2015, there was $ 228.5 million
of total unrecognized compensation cost related to outstanding
stock options and
restricted stock awards that is expected to be recognized over a weighted average period
of 3.18 years.
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
of December 31, 2014, there was $ 177.9 million
of total unrecognized compensation cost related to outstanding
stock options and
restricted stock awards that is expected to be recognized over a weighted average period
of 2.86 years.
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.
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.
As
of December 31, 2014, there was $ 177.9 million
of total unrecognized compensation expense related to outstanding
stock options and
restricted stock awards that is expected to be recognized over a weighted average period
of 2.86 years.
As
of September 30, 2015, there was $ 228.5 million
of total unrecognized compensation expense related to outstanding
stock options and
restricted stock awards that is expected to be recognized over a weighted average period
of 3.18 years.
If an
award of stock options or
stock appreciation rights expires or becomes unexercisable without having been exercised in full or is surrendered pursuant to an exchange program or shares issued through
awards of restricted stock,
restricted stock units, performance units, performance shares, or
stock - settled performance
awards are forfeited to us or
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.
Prior to assuming his current role, Mr. Foran received a $ 750,000 special
restricted stock unit
award in May 2014, vesting on the second anniversary
of the grant date.
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.
The 2008 Plan permits the granting
of incentive
stock options, nonqualified
stock options, shares
of restricted stock,
restricted stock units,
stock appreciation rights, phantom
stock, performance shares, deferred share units and share - denominated performance units, and other
stock - based
awards.
Our compensation committee may
award restricted shares
of our common
stock and
restricted stock units to participants subject to such conditions and restrictions as it may determine.
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 addition, he was
awarded 3,240,096 premium priced
stock options and 108,003 shares
of restricted stock, subject to four and five year vesting conditions.
The 2004 Plan permits the grant
of the following types
of Awards: (1) nonstatutory stock options, incentive stock options and stock appreciation rights granted at the fair market value of our common stock on the date of grant (Fair Market Value Awards), and (2) restricted stock awards and restricted stock units (Full Value Aw
Awards: (1) nonstatutory
stock options, incentive
stock options and
stock appreciation rights granted at the fair market value
of our common
stock on the date
of grant (Fair Market Value
Awards), and (2) restricted stock awards and restricted stock units (Full Value Aw
Awards), and (2)
restricted stock awards and restricted stock units (Full Value Aw
awards and
restricted stock units (Full Value
AwardsAwards).
Qualified Performance - Based
Award is an award consisting of an option, restricted stock, restricted stock unit, stock appreciation right, performance unit or Shares that is intended to provide «qualified performance - based compensation» within the meaning of Section 162 (m) of the Internal Revenue
Award is an
award consisting of an option, restricted stock, restricted stock unit, stock appreciation right, performance unit or Shares that is intended to provide «qualified performance - based compensation» within the meaning of Section 162 (m) of the Internal Revenue
award consisting
of an option,
restricted stock,
restricted stock unit,
stock appreciation right, performance unit or Shares that is intended to provide «qualified performance - based compensation» within the meaning
of Section 162 (m)
of the Internal Revenue Code.
Restricted stock awards consist
of Shares that are forfeitable until the restrictions lapse.
Such dividend equivalents may be
awarded or paid in the form
of cash, shares
of Common
Stock, restricted stock, or restricted stock units, or a combination, and shall be determined by such formula and at such time and subject to such accrual, forfeiture, or payout restrictions or limitations as determined by the Committee in its sole discre
Stock,
restricted stock, or restricted stock units, or a combination, and shall be determined by such formula and at such time and subject to such accrual, forfeiture, or payout restrictions or limitations as determined by the Committee in its sole discre
stock, or
restricted stock units, or a combination, and shall be determined by such formula and at such time and subject to such accrual, forfeiture, or payout restrictions or limitations as determined by the Committee in its sole discre
stock units, or a combination, and shall be determined by such formula and at such time and subject to such accrual, forfeiture, or payout restrictions or limitations as determined by the Committee in its sole discretion.
grant
of incentive
stock options to employees, including employees
of any parent or subsidiary, and for the grant
of nonstatutory
stock options,
stock appreciation rights,
restricted stock awards,
restricted stock unit
awards, performance
stock awards, performance cash
awards, and other forms
of stock awards to employees, directors, and consultants, including employees and consultants
of our affiliates.
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
Our 2012 Plan allows for the grant
of incentive
stock options to employees, including employees
of any parent or subsidiary, and for the grant
of nonstatutory
stock options,
stock appreciation rights,
restricted stock awards, and
restricted stock units to our employees, directors, and consultants, including employees and consultants
of our affiliates.