The 14th Dalai Lama, exiled leader of Tibetan Buddhism, captures the spirit
of such respect in explaining the Buddhist approach to life.
Congrats to your family on being part
of such a respected program!
Not exact matches
Important factors that could cause actual results to differ materially from those reflected in
such forward - looking statements and that should be considered in evaluating our outlook include, but are not limited to, the following: 1) our ability to continue to grow our business and execute our growth strategy, including the timing, execution, and profitability
of new and maturing programs; 2) our ability to perform our obligations under our new and maturing commercial, business aircraft, and military development programs, and the related recurring production; 3) our ability to accurately estimate and manage performance, cost, and revenue under our contracts, including our ability to achieve certain cost reductions with
respect to the B787 program; 4) margin pressures and the potential for additional forward losses on new and maturing programs; 5) our ability to accommodate, and the cost
of accommodating, announced increases in the build rates
of certain aircraft; 6) the effect on aircraft demand and build rates
of changing customer preferences for business aircraft, including the effect
of global economic conditions on the business aircraft market and expanding conflicts or political unrest in the Middle East or Asia; 7) customer cancellations or deferrals as a result
of global economic uncertainty or otherwise; 8) the effect
of economic conditions in the industries and markets in which we operate in the U.S. and globally and any changes therein, including fluctuations in foreign currency exchange rates; 9) the success and timely execution
of key milestones
such as the receipt
of necessary regulatory approvals, including our ability to obtain in a timely fashion any required regulatory or other third party approvals for the consummation
of our announced acquisition
of Asco, and customer adherence to their announced schedules; 10) our ability to successfully negotiate, or re-negotiate, future pricing under our supply agreements with Boeing and our other customers; 11) our ability to enter into profitable supply arrangements with additional customers; 12) the ability
of all parties to satisfy their performance requirements under existing supply contracts with our two major customers, Boeing and Airbus, and other customers, and the risk
of nonpayment by
such customers; 13) any adverse impact on Boeing's and Airbus» production
of aircraft resulting from cancellations, deferrals, or reduced orders by their customers or from labor disputes, domestic or international hostilities, or acts
of terrorism; 14) any adverse impact on the demand for air travel or our operations from the outbreak
of diseases or epidemic or pandemic outbreaks; 15) our ability to avoid or recover from cyber-based or other security attacks, information technology failures, or other disruptions; 16) returns on pension plan assets and the impact
of future discount rate changes on pension obligations; 17) our ability to borrow additional funds or refinance debt, including our ability to obtain the debt to finance the purchase price for our announced acquisition
of Asco on favorable terms or at all; 18) competition from commercial aerospace original equipment manufacturers and other aerostructures suppliers; 19) the effect
of governmental laws,
such as U.S. export control laws and U.S. and foreign anti-bribery laws
such as the Foreign Corrupt Practices Act and the United Kingdom Bribery Act, and environmental laws and agency regulations, both in the U.S. and abroad; 20) the effect
of changes in tax law,
such as the effect
of The Tax Cuts and Jobs Act (the «TCJA») that was enacted on December 22, 2017, and changes to the interpretations
of or guidance related thereto, and the Company's ability to accurately calculate and estimate the effect
of such changes; 21) any reduction in our credit ratings; 22) our dependence on our suppliers, as well as the cost and availability
of raw materials and purchased components; 23) our ability to recruit and retain a critical mass
of highly - skilled employees and our relationships with the unions representing many
of our employees; 24) spending by the U.S. and other governments on defense; 25) the possibility that our cash flows and our credit facility may not be adequate for our additional capital needs or for payment
of interest on, and principal
of, our indebtedness; 26) our exposure under our revolving credit facility to higher interest payments should interest rates increase substantially; 27) the effectiveness
of any interest rate hedging programs; 28) the effectiveness
of our internal control over financial reporting; 29) the outcome or impact
of ongoing or future litigation, claims, and regulatory actions; 30) exposure to potential product liability and warranty claims; 31) our ability to effectively assess, manage and integrate acquisitions that we pursue, including our ability to successfully integrate the Asco business and generate synergies and other cost savings; 32) our ability to consummate our announced acquisition
of Asco in a timely matter while avoiding any unexpected costs, charges, expenses, adverse changes to business relationships and other business disruptions for ourselves and Asco as a result
of the acquisition; 33) our ability to continue selling certain receivables through our supplier financing program; 34) the risks
of doing business internationally, including fluctuations in foreign current exchange rates, impositions
of tariffs or embargoes, compliance with foreign laws, and domestic and foreign government policies; and 35) our ability to complete the proposed accelerated stock repurchase plan, among other things.
«But we should
respect the emotion
of the women taking
such a strong step in coming out, and being so brave, and help stop this from happening in our individual industries.»
Luckily, failure — even if you do not label it as
such — can be a beloved aspect
of the road to success, something our world's brightest individuals have grown to
respect and appreciate.
ORIGINAL REQUEST: For any account / wallet / vault with
respect to which the registered user gave any third party access, control, or transaction approval authority, all powers
of attorney, letters
of wishes, corporate minutes, or other agreements or instructions granting the third party
such access, control, or approval authority.
Pointing to examples
such as seeing «moral equivalence in Charlottesville» and treating women «like they're pieces
of meat,» Comey explained that Trump's inability to «
respect and adhere to the values that are at the core
of this country,» most notably the truth, make him unfit to be president «on moral grounds.»
Whether
such rudeness amounts to an unethical lack
of respect is a question that is probably best answered in terms
of frequency.
Forward - looking statements contained in this press release include the intent, belief, or expectations
of the Company and members
of its management team with
respect to the Company's future business operations and the assumptions upon which
such statements are based.
If your boss only gives you menial tasks well below your level
of experience or competence —
such as «busy work,» it's a sign they don't trust or
respect your abilities (or worse, that they are actively encouraging you to look for work elsewhere), says Taylor.
Actual results, including with
respect to our targets and prospects, could differ materially due to a number
of factors, including the risk that we may not obtain sufficient orders to achieve our targeted revenues; price competition in key markets; the risk that we or our channel partners are not able to develop and expand customer bases and accurately anticipate demand from end customers, which can result in increased inventory and reduced orders as we experience wide fluctuations in supply and demand; the risk that our commercial Lighting Products results will continue to suffer if new issues arise regarding issues related to product quality for this business; the risk that we may experience production difficulties that preclude us from shipping sufficient quantities to meet customer orders or that result in higher production costs and lower margins; our ability to lower costs; the risk that our results will suffer if we are unable to balance fluctuations in customer demand and capacity, including bringing on additional capacity on a timely basis to meet customer demand; the risk that longer manufacturing lead times may cause customers to fulfill their orders with a competitor's products instead; the risk that the economic and political uncertainty caused by the proposed tariffs by the United States on Chinese goods, and any corresponding Chinese tariffs in response, may negatively impact demand for our products; product mix; risks associated with the ramp - up
of production
of our new products, and our entry into new business channels different from those in which we have historically operated; the risk that customers do not maintain their favorable perception
of our brand and products, resulting in lower demand for our products; the risk that our products fail to perform or fail to meet customer requirements or expectations, resulting in significant additional costs, including costs associated with warranty returns or the potential recall
of our products; ongoing uncertainty in global economic conditions, infrastructure development or customer demand that could negatively affect product demand, collectability
of receivables and other related matters as consumers and businesses may defer purchases or payments, or default on payments; risks resulting from the concentration
of our business among few customers, including the risk that customers may reduce or cancel orders or fail to honor purchase commitments; the risk that we are not able to enter into acceptable contractual arrangements with the significant customers
of the acquired Infineon RF Power business or otherwise not fully realize anticipated benefits
of the transaction; the risk that retail customers may alter promotional pricing, increase promotion
of a competitor's products over our products or reduce their inventory levels, all
of which could negatively affect product demand; the risk that our investments may experience periods
of significant stock price volatility causing us to recognize fair value losses on our investment; the risk posed by managing an increasingly complex supply chain that has the ability to supply a sufficient quantity
of raw materials, subsystems and finished products with the required specifications and quality; the risk we may be required to record a significant charge to earnings if our goodwill or amortizable assets become impaired; risks relating to confidential information theft or misuse, including through cyber-attacks or cyber intrusion; our ability to complete development and commercialization
of products under development,
such as our pipeline
of Wolfspeed products, improved LED chips, LED components, and LED lighting products risks related to our multi-year warranty periods for LED lighting products; risks associated with acquisitions, divestitures, joint ventures or investments generally; the rapid development
of new technology and competing products that may impair demand or render our products obsolete; the potential lack
of customer acceptance for our products; risks associated with ongoing litigation; and other factors discussed in our filings with the Securities and Exchange Commission (SEC), including our report on Form 10 - K for the fiscal year ended June 25, 2017, and subsequent reports filed with the SEC.
By partnering with
such respected people we've raised the awareness
of our brand while simultaneously turning it into a cultural identifier.
One German study, for instance, showed that participants who had listened to music with prosocial lyrics (
such as Bruno Mars's «Count on Me» or Aretha Franklin classic «
Respect») were equally likely to help students with German and Turkish - sounding last names (there is a large population
of Turks living in Germany).
«The Exchange believes that the best way to minimize the effectiveness
of latency arbitrage strategies on CHX with
respect to resting limit orders is to implement an asymmetric delay,
such as LTAD, to de-emphasize speed as a key to trading success.»
with
respect to any
such meeting where the total expenses to the operating division exceeded $ 150,000, a description
of the exceptional circumstances that necessitated the expenditure
of such amounts.
In
such filing, The Vanguard Group lists its address as 100 Vanguard Blvd., Malvern, PA 19355, and indicates that it has sole voting power with
respect to 10,208,579 shares
of Apple's common stock, sole dispositive power with
respect to 322,573,028 shares
of Apple's common stock, and shared dispositive power with
respect to 332,239,563 shares
of Apple's common stock.
Upon liquidation, holders
of such debt securities and preferred shares, if issued, and lenders with
respect to other borrowings would receive a distribution
of our available assets prior to the holders
of our common stock.
No Participant shall receive Stock Grants or Restricted Stock Units during any Fiscal Year covering, in the aggregate, in excess
of 7,000,000 Shares (for this purpose, (A) counting
such Shares on a 1 - for - 1 basis and (B) for Stock Grants or Restricted Stock Units as to which the number
of Shares earned is dependent on the level
of attainment
of performance vesting conditions, counting in
respect thereof the number
of Shares that may be earned at maximum performance), subject to adjustment pursuant to Section 11.
With
respect to the exercise
of stock appreciation rights, the gross number
of Shares covered by the portion
of the exercised award, whether or not actually issued pursuant to
such exercise, cease to be available under the 2013 Plan.
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.
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.
An Option will be deemed exercised when the Company receives: (i) a notice
of exercise (in
such form as the Administrator may specify from time to time) from the person entitled to exercise the Option, and (ii) full payment for the Shares with
respect to which the Option is exercised (together with applicable withholding taxes).
IF YOU SIGN AND RETURN THIS PROXY, BUT DO NOT PROVIDE SPECIFIC DIRECTION WITH
RESPECT TO A VOTING ITEM, THIS PROXY WILL BE VOTED WITH
RESPECT TO
SUCH ITEM AS RECOMMENDED BY THE BOARD
OF DIRECTORS.
Accordingly, in each instance only the client or the client's custodian or trustee bank has the right to receive dividends paid with
respect to, and proceeds from the sale
of,
such securities.
«Total CEO realized compensation» for a given year is defined as (i) Mr. Musk's salary, cash bonuses, non-equity incentive plan compensation and all other compensation as reported in «Executive Compensation — Summary Compensation Table» below, plus (ii) with
respect to any stock option exercised by Mr. Musk in
such year in connection with which shares
of stock were also sold other than to satisfy the resulting tax liability, if any, the difference between the market price
of Tesla common stock at the time
of exercise on the exercise date and the exercise price
of the option, plus (iii) with
respect to any restricted stock unit vested by Mr. Musk in
such year in connection with which shares
of stock were also sold other than automatic sales to satisfy the Company's withholding obligations related to the vesting
of such restricted stock unit, if any, the market price
of Tesla common stock at the time
of vesting, plus (iv) any cash actually received by Mr. Musk in
respect of any shares sold to cover tax liabilities as described in (ii) and (iii) above, following the payment
of such amounts.
(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.
The Committee may establish performance conditions and other terms with
respect to grants
of restricted stock, RSRs, performance shares and performance units in order to qualify
such
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).
None
of the Reporting Persons nor any manager or executive officer
of the Reporting Persons, has, during the past five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) been a party to a civil proceeding
of a judicial or administrative body
of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting, or mandating activities subject to, Federal or State securities laws or a finding
of any violation with
respect to
such laws.
However,
such efforts must also be complemented with a redoubling
of Western efforts to support strong political systems and
respect for rule
of law in the region in order to foster more resilience among regional states to withstand Chinese influence.
After the completion
of this offering, the holders
of up to 248,396,604 shares
of our common stock (including shares issuable pursuant to the exercise
of warrants to purchase shares
of our capital stock that were outstanding as
of September 30, 2015) will be entitled to certain rights with
respect to the registration
of such shares under the Securities Act.
The following benefits are not subject to the HP Severance Policy, either because they have been previously earned or accrued by the employee or because they are consistent with Company Practices: (i) compensation and benefits earned, accrued, deferred or otherwise provided for employment services rendered on or prior to the date
of termination
of employment pursuant to bonus, retirement, deferred compensation or other benefit plans, e.g., 401 (k) plan distributions, payments pursuant to retirement plans, distributions under deferred compensation plans or payments for accrued benefits
such as unused vacation days, and any amounts earned with
respect to
such compensation and benefits in accordance with the terms
of the applicable plan; (ii) payments
of prorated portions
of bonuses or prorated long - term incentive payments that are consistent with Company Practices; (iii) acceleration
of the vesting
of stock options, stock appreciation rights, restricted stock, restricted stock units or long - term cash incentives that is consistent with Company Practices; (iv) payments or benefits required to be provided by law; and (v) benefits and perquisites provided in accordance with the terms
of any benefit plan, program or arrangement sponsored by HP or its affiliates that are consistent with Company Practices.
Such risks and uncertainties include, but are not limited to: our ability to achieve our financial, strategic and operational plans or initiatives; our ability to predict and manage medical costs and price effectively and develop and maintain good relationships with physicians, hospitals and other health care providers; the impact of modifications to our operations and processes; our ability to identify potential strategic acquisitions or transactions and realize the expected benefits of such transactions, including with respect to the Merger; the substantial level of government regulation over our business and the potential effects of new laws or regulations or changes in existing laws or regulations; the outcome of litigation, regulatory audits, investigations, actions and / or guaranty fund assessments; uncertainties surrounding participation in government - sponsored programs such as Medicare; the effectiveness and security of our information technology and other business systems; unfavorable industry, economic or political conditions, including foreign currency movements; acts of war, terrorism, natural disasters or pandemics; our ability to obtain shareholder or regulatory approvals required for the Merger or the requirement to accept conditions that could reduce the anticipated benefits of the Merger as a condition to obtaining regulatory approvals; a longer time than anticipated to consummate the proposed Merger; problems regarding the successful integration of the businesses of Express Scripts and Cigna; unexpected costs regarding the proposed Merger; diversion of management's attention from ongoing business operations and opportunities during the pendency of the Merger; potential litigation associated with the proposed Merger; the ability to retain key personnel; the availability of financing, including relating to the proposed Merger; effects on the businesses as a result of uncertainty surrounding the proposed Merger; as well as more specific risks and uncertainties discussed in our most recent report on Form 10 - K and subsequent reports on Forms 10 - Q and 8 - K available on the Investor Relations section of www.cigna.com as well as on Express Scripts» most recent report on Form 10 - K and subsequent reports on Forms 10 - Q and 8 - K available on the Investor Relations section of www.express-scripts.
Such risks and uncertainties include, but are not limited to: our ability to achieve our financial, strategic and operational plans or initiatives; our ability to predict and manage medical costs and price effectively and develop and maintain good relationships with physicians, hospitals and other health care providers; the impact
of modifications to our operations and processes; our ability to identify potential strategic acquisitions or transactions and realize the expected benefits
of such transactions, including with respect to the Merger; the substantial level of government regulation over our business and the potential effects of new laws or regulations or changes in existing laws or regulations; the outcome of litigation, regulatory audits, investigations, actions and / or guaranty fund assessments; uncertainties surrounding participation in government - sponsored programs such as Medicare; the effectiveness and security of our information technology and other business systems; unfavorable industry, economic or political conditions, including foreign currency movements; acts of war, terrorism, natural disasters or pandemics; our ability to obtain shareholder or regulatory approvals required for the Merger or the requirement to accept conditions that could reduce the anticipated benefits of the Merger as a condition to obtaining regulatory approvals; a longer time than anticipated to consummate the proposed Merger; problems regarding the successful integration of the businesses of Express Scripts and Cigna; unexpected costs regarding the proposed Merger; diversion of management's attention from ongoing business operations and opportunities during the pendency of the Merger; potential litigation associated with the proposed Merger; the ability to retain key personnel; the availability of financing, including relating to the proposed Merger; effects on the businesses as a result of uncertainty surrounding the proposed Merger; as well as more specific risks and uncertainties discussed in our most recent report on Form 10 - K and subsequent reports on Forms 10 - Q and 8 - K available on the Investor Relations section of www.cigna.com as well as on Express Scripts» most recent report on Form 10 - K and subsequent reports on Forms 10 - Q and 8 - K available on the Investor Relations section of www.express-scripts.
such transactions, including with
respect to the Merger; the substantial level
of government regulation over our business and the potential effects
of new laws or regulations or changes in existing laws or regulations; the outcome
of litigation, regulatory audits, investigations, actions and / or guaranty fund assessments; uncertainties surrounding participation in government - sponsored programs
such as Medicare; the effectiveness and security of our information technology and other business systems; unfavorable industry, economic or political conditions, including foreign currency movements; acts of war, terrorism, natural disasters or pandemics; our ability to obtain shareholder or regulatory approvals required for the Merger or the requirement to accept conditions that could reduce the anticipated benefits of the Merger as a condition to obtaining regulatory approvals; a longer time than anticipated to consummate the proposed Merger; problems regarding the successful integration of the businesses of Express Scripts and Cigna; unexpected costs regarding the proposed Merger; diversion of management's attention from ongoing business operations and opportunities during the pendency of the Merger; potential litigation associated with the proposed Merger; the ability to retain key personnel; the availability of financing, including relating to the proposed Merger; effects on the businesses as a result of uncertainty surrounding the proposed Merger; as well as more specific risks and uncertainties discussed in our most recent report on Form 10 - K and subsequent reports on Forms 10 - Q and 8 - K available on the Investor Relations section of www.cigna.com as well as on Express Scripts» most recent report on Form 10 - K and subsequent reports on Forms 10 - Q and 8 - K available on the Investor Relations section of www.express-scripts.
such as Medicare; the effectiveness and security
of our information technology and other business systems; unfavorable industry, economic or political conditions, including foreign currency movements; acts
of war, terrorism, natural disasters or pandemics; our ability to obtain shareholder or regulatory approvals required for the Merger or the requirement to accept conditions that could reduce the anticipated benefits
of the Merger as a condition to obtaining regulatory approvals; a longer time than anticipated to consummate the proposed Merger; problems regarding the successful integration
of the businesses
of Express Scripts and Cigna; unexpected costs regarding the proposed Merger; diversion
of management's attention from ongoing business operations and opportunities during the pendency
of the Merger; potential litigation associated with the proposed Merger; the ability to retain key personnel; the availability
of financing, including relating to the proposed Merger; effects on the businesses as a result
of uncertainty surrounding the proposed Merger; as well as more specific risks and uncertainties discussed in our most recent report on Form 10 - K and subsequent reports on Forms 10 - Q and 8 - K available on the Investor Relations section
of www.cigna.com as well as on Express Scripts» most recent report on Form 10 - K and subsequent reports on Forms 10 - Q and 8 - K available on the Investor Relations section
of www.express-scripts.com.
«We are humbled by the reception Fund II has received from
such a highly -
respected group
of investors,» said Justin Ishbia, founder and managing partner
of Shore Capital Partners, in the statement.
Any Employee regularly employed on a full - time or part - time (20 hours or more per week on a regular schedule) basis, or on any other basis as determined by the Corporation (if required under applicable local law) for purposes
of the Non-423 Plan or any separate offering under the Code Section 423 Plan, by the Corporation or by any Designated Affiliate on an Entry Date shall be eligible to participate in the Plan with
respect to the Offering Period commencing on
such Entry Date, provided that the Committee may establish administrative rules requiring that employment commence some minimum period (e.g., one pay period) prior to an Entry Date to be eligible to participate with
respect to the Offering Period beginning on that Entry Date.
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 determining the compensation
of our named executive officers other than our Chief Executive Officer, the compensation committee receives input from our Chief Executive Officer and Executive Vice President
of Human Resources with
respect to appropriate base salary levels and short - term and long - term incentive awards for
such officers.
Within 90 days after the start
of each performance period (and in any case before 25 %
of the performance period has elapsed), the Committee determines (i) who will participate in the Bonus Plan for that performance period, (ii) performance goals and objectives for
such performance period, (iii) the target Award for each participant, expressed as a specified dollar amount or percentage
of a participant's base salary), and (iv) the schedules or other objective methods for determining the actual Award a participant has earned in
respect of such performance period.
Dividend equivalents granted with
respect to Options or stock appreciation rights that are intended to be Performance - Based Compensation shall be payable, with
respect to pre-exercise periods, regardless
of whether
such Option or stock appreciation right is subsequently exercised.
Neither Russell Investments nor its affiliates are responsible for investment decisions made with
respect to
such investments or for the accuracy or completeness
of information about
such investments.
The factors described in the context
of such forward - looking statements in this press release could cause Centene's plans with
respect to the Health Net Acquisition, the Proposed Fidelis Acquisition and the Proposed MHM Acquisition, actual results, performance or achievements, industry results and developments to differ materially from those expressed in or implied by
such forward - looking statements.
Completing
such a tough and muddy challenge together brings a new level
of appreciation and
respect among participants, who dug deep into their physical and mental reserves for the sake
of the team.
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;
With
respect to Awards granted to an Outside Director that are assumed or substituted for, if on the date
of or following
such assumption or substitution the Participant's status as a Director or a director
of the successor corporation, as applicable, is terminated other than upon a voluntary resignation by the Participant (unless
such resignation is at the request
of the acquirer), then the Participant will fully vest in and have the right to exercise Options and / or Stock Appreciation Rights as to all
of the Shares underlying
such Award, including those Shares which would not otherwise be vested or exercisable, all restrictions on Restricted Stock and Restricted Stock Units will lapse, and, with
respect to Awards with performance - based vesting, all performance goals or other vesting criteria will be deemed achieved at one hundred percent (100 %)
of target levels and all other terms and conditions met.
The payment
of a bonus under the Executive Bonus Plan to a participant with
respect to a performance period will generally be conditioned on
such participant's continued employment on the last day
of such performance period, provided that our compensation committee may make exceptions to this requirement in its sole discretion.
Delaware law provides that a corporation may indemnify
such person if
such person acted in good faith and in a manner
such person reasonably believed to be in or not opposed to the best interests
of the registrant and, with
respect to any criminal proceeding, had no reasonable cause to believe
such person's conduct was unlawful.
On the date the shares subject to this offering are priced, each non-employee director who, as
of the date
of this offering, is serving on our board
of directors and is expected to continue his or her service following this offering will be granted (a) an option to purchase shares
of our Class A common stock with a grant date fair value
of $ 50,000 (or, if
such director is unaffiliated with any significant stockholder
of the Company, $ 75,000) and (b) to the extent
such director is (i) unaffiliated with any significant stockholder
of the Company and (ii) the chairman
of any committee
of our board
of directors, an additional option to purchase shares
of our Class A common stock with a fair value
of $ 10,000 with
respect to each
such chairmanship.
In order for our compensation committee to continue to make recommendations or determinations with
respect to executive compensation,
such committee must be composed
of a majority
of independent directors within 90 days from the date our common stock is listed on the and entirely
of independent directors within one year from the date our common stock is listed on the.
The depositary may reimburse us for certain expenses incurred by us in
respect of the ADR program, by making available a portion
of the ADS fees charged in
respect of the ADR program or otherwise, upon
such terms and conditions as we and the depositary agree from time to time.
If the Floor Proposal is presented at the meeting, the proxy holders will have discretionary voting authority under Rule 14a - 4 (c) under the Securities Exchange Act
of 1934 with
respect to the Floor Proposal and intend to exercise
such discretion to vote AGAINST
such proposal.