The new compensation arrangements also include the potential future grant
of stock option awards to our named executive officers (described further in footnotes (4) and (5) to the table below), the grant to be effective on the date of this offering.
He was accused of intentionally changing the grant dates for hundreds
of stock option awards without disclosing the move to investors.
Not exact matches
When it came time to reward top executives last year, more leading companies handed out performance - based
awards instead
of time - vesting
stock options, according to a new study from human resources consulting firm Mercer.
Employee
stock -
option programs are typically authorized by a company's board
of directors (and have historically been approved by the shareholders) and give the company discretion to
award options to employees equal to a certain percentage
of the company's shares outstanding.
It uses
stock awards in the form
of stock options and RSUs as a retention tool for general managers and executive kitchen managers.
To calculate pay, Equilar added salary, bonus, perks,
stock awards,
stock option awards, and other types
of compensation.
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.
Percentage
of companies surveyed that had failed to — document the fair value
of recent
stock options awarded to investors or employees 53 %
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.
The weighted - average exercise price is calculated based solely on the exercise prices
of the outstanding
stock options and does not reflect the shares that will be issued upon the vesting
of outstanding
awards of RSUs, which have no exercise price.
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).
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 sp
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 sp
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 sp
stock split).
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.
Except as described below,
awards under the 2014 Plan generally are not transferable by the recipient other than by will or the laws
of descent and distribution, and
stock options and
stock appreciation rights are generally exercisable, during the recipient's lifetime, only by the recipient.
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.
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.
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.
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.
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 inv
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 inv
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 inv
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
Any such shares subject to
awards other than
stock options and
stock appreciation rights granted under either such Plan will become available taking into account the 2:1 premium share counting rule applicable at the time
of granting these types
of awards.
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.
However, Shares used to pay the exercise price or purchase price
of an
option or
stock appreciation right or to satisfy tax withholding obligations relating to such
awards do not become available for future issuance under the 2013 Plan.
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.
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.
Information regarding
stock option grants made in February and June 2007 appears in columns (b) and (j)
of the Grants
of Plan - Based
Awards table.
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.
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).
Each share issued under
awards other than
options or
stock appreciation rights counts against the number
of shares available under the LTICP as 3.5 shares.
However, we show in column (e)
of the Summary Compensation Table the
awards of RSRs to John G. Stumpf and Howard I. Atkins in 2002 and 2001, respectively, and for Mr. Stumpf, whose RSR
award vested in full in 2007, the number
of shares and value he acquired in columns (d) and (e)
of the «
Option Exercises and
Stock Vested» table.
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.
Musk owns approximately one - fifth
of Tesla and in March was
awarded a $ 2.6 billion compensation plan comprised
of stock options.
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.
(l) Except as otherwise set forth in Schedule 2.7 (l)
of the Disclosure Schedule, (i) the Company is not and will not be obligated to pay separation, severance, termination or similar benefits as a result
of any
of the transactions contemplated by this Agreement, nor will any such transactions accelerate the time
of payment or vesting, or increase the amount,
of any benefit or other compensation due to any individual; and (ii) the transactions contemplated by this Agreement will not cause the Company to record additional compensation expense on its income statements with respect to any outstanding
Stock Option or other equity - based
award.
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.
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.
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.
Shares used to pay the purchase price or satisfy tax withholding obligations
of awards other than
stock options or
stock appreciation rights become available for future issuance under the 2013 Plan.
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.
(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.
Shares underlying
stock options and
stock appreciation rights that so become available being credited to the 2013 Plan share reserve on a one - for - one basis, and Shares subject to other types
of equity
awards (i.e., full value
awards), being credited to the 2013 Plan share reserve on a 2.15 - for - one basis; provided, however, that no more than 54,332,000 Shares may be added to the 2013 Plan pursuant to this provision.
We provide information below about (1) the circumstances under which these
options and
stock awards vest upon termination
of employment or the occurrence
of certain acquisitions, and (2) the hypothetical value each such named executive would have received, if any, upon the vesting
of any
of these
option or
stock awards as
of that date under those circumstances, assuming each named executive's employment with the Company had terminated or the acquisition had been consummated as
of December 31, 2009 and based on an NYSE closing price per share
of our common
stock on that date
of $ 26.99.
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.
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.
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.