We have advised this investor backed client on its cash and share incentive arrangements, including advising on the impact
on share awards of further fund raisings.
Not exact matches
If Mr. Musk were somehow to increase the value of Tesla to $ 650 billion — a figure many experts would contend is laughably impossible and would make Tesla one of the five largest companies in the United States, based
on current valuations — his stock
award could be worth as much as $ 55 billion (assuming the company does not issue any more
shares over the next decade, which is unrealistic).
The City of Perth Library and Public Plaza and the State Buildings have
shared the George Temple Poole
award at the WA Architecture
Awards held
on July 1.
We are making it easier to
share picks
on social media with friends, and the tool will
award an extra point to participants who
share their rosters.
The
award - winning filmmaker
shares his philosophy
on collaboration and the freedom to screw up.
Much smaller than its American rivals, our airline has won fans,
awards and market
share by focusing
on the customer experience and investing in its staff.
On this episode of Business & Burgers, Alan Taylor and Scott Duffy take us back to the
award - winning Muldoon's Dublin Pub in Newport Beach, Calif., and
share a mouthwatering burger with uber entrepreneur, billion - dollar business builder and Ironman triathlete Mark Moses.
In a tweet
on Monday, NBC said the tweet was
shared by a third - party agency running the account for the
awards show and not from someone at the network or the network's primary news arms, NBC News and MSNBC.
Now, employees will be
awarded shares based
on hard work, not just
on meeting their numbers.
Giphy has partnerships with everyone from the Grammy
Awards and Major League Baseball to CNN and Paramount Studios, and its teams can instantly generate GIFs of key moments that are perfect for
sharing on dozens of different social platforms.
Glassdoor's methodology for the
award includes a collection of anonymous company reviews where employees
share their honest opinion
on pros and cons of working for the company, overall satisfaction, the CEO, and workplace attributes.
Last year's
awards show saw Zac Efron grab co-star Dave Franco's crotch when the two accepted the
award for best comedic duo
on stage, while Schumer
shared a passionate kiss with model Amber Rose.
As it is a non-cash charge, however, and highly dependent
on our
share price at the time of equity
award grants, we believe that it is useful for investors and analysts to see certain financial measures excluding the impact of these charges in order to obtain a clearer picture of our operating performance.
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.
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 split).
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
Upon exercise of a stock appreciation right, the holder of the
award will be entitled to receive an amount determined by multiplying (i) the difference between the fair market value of a
Share on the date of exercise over the exercise price by (ii) the number of exercised
Shares.
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.
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.
Our three - year average burn rate, which we define as the number of
Shares subject to equity
awards granted in a fiscal year divided by the weighted average
Shares outstanding for that fiscal year, was 2.17 % for fiscal years 2016 through 2018 (see chart
on page 60 for detailed calculation of our three - year burn rates).
In advance of the Fortune Innovation
Awards presentation, global business leaders
share their views
on the most transformative technologies
on the horizon — and where they are placing their own big bets.
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.
To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Daily Harvest, and our respective past, present and future employees, officers, directors, contractors, consultants, equityholders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the «Daily Harvest Parties»), from and against all actual or alleged Daily Harvest Party or third party claims, damages,
awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys» fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, «Claims»), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Sites, Content or Products, (b) any User Content you create, post,
share or store
on or through the Sites or our pages or feeds
on third party social media platforms, (c) any Feedback you provide, (d) your violation of these Terms, (e) your violation of the rights of another, and (f) any third party's use or misuse of the Sites or Products provided to you.
Under the Bonus Plan, our compensation committee, in its sole discretion, determines the performance goals applicable to
awards, which goals may include, without limitation: attainment of research and development milestones, sales bookings, business divestitures and acquisitions, cash flow, cash position, earnings (which may include any calculation of earnings, including but not limited to earnings before interest and taxes, earnings before taxes, earnings before interest, taxes, depreciation and amortization and net earnings), earnings per
share, net income, net profit, net sales, operating cash flow, operating expenses, operating income, operating margin, overhead or other expense reduction, product defect measures, product release timelines, productivity, profit, return
on assets, return
on capital, return
on equity, return
on investment, return
on sales, revenue, revenue growth, sales results, sales growth, stock price, time to market, total stockholder return, working capital, and individual objectives such as MBOs, peer reviews, or other subjective or objective criteria.
For example, using United Miles to book an
award trip that includes travel
on Lufthansa and Singapore Airlines thanks to their
shared membership in the Star Alliance.
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 Committee may grant dividend equivalents to any Participant based
on the dividends declared
on shares of Common Stock that are subject to any Incentive
Award during the period between the date the Incentive
Award is granted and the date the Incentive
Award is exercised, vests, pays out, or expires.
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.
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;
Mr. McMillon also held options to purchase
Shares as of the end of fiscal 2015, as disclosed
on the Outstanding Equity
Awards at Fiscal 2015 Year - End table
on page 71.
We provide information below about (1) the circumstances under which the vesting of these options and stock
awards would accelerate upon termination of employment or the consummation of an «acquisition transaction» (as defined below) 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, 2011 and based
on an NYSE closing price per
share of our common stock of $ 27.56
on December 30, 2011, the last trading date in 2011.
The company's three - year performance
awards going forward are based
on both EPS and free cash flow per
share.
Jan. 28, 2016: Uber's stock
award of 5,309,445
shares to Levandowski, estimated to be worth more than $ 250 million, begins vesting
on this date, according to a document Uber provided to Waymo.
on a pro forma basis, giving effect to (i) the automatic conversion of all of our outstanding
shares of convertible preferred stock other than Series FP preferred stock into
shares of Class B common stock and the conversion of Series FP preferred stock into
shares of Class C common stock in connection with our initial public offering, (ii) stock - based compensation expense of approximately $ 1.1 billion associated with outstanding RSUs subject to a performance condition for which the service - based vesting condition was satisfied as of December 31, 2016 and which we will recognize
on the effectiveness of our registration statement in connection with a qualifying initial public offering, as further described in Note 1 to our consolidated financial statements included elsewhere in this prospectus, (iii) the increase in accrued expenses and other current liabilities and an equivalent decrease in additional paid - in capital of $ 187.2 million in connection with the withholding tax obligations, based
on $ 16.33 per
share, which is the fair value of our common stock as of December 31, 2016, as we intend to issue
shares of Class A common stock and Class B common stock
on a net basis to satisfy the associated withholding tax obligations, (iv) the net issuance of 7.6 million
shares of Class A common stock and 5.5 million
shares of Class B common stock that will vest and be issued from the settlement of such RSUs, (v) the issuance of the CEO
award, as described below, and (vi) the filing and effectiveness of our amended and restated certificate of incorporation which will be in effect
on the completion of this offering.
shares by which the
share reserve may increase automatically each year, (3) the class and maximum number of
shares that may be issued
on the exercise of incentive stock options, (4) the class and maximum number of
shares subject to stock
awards that can be granted in a calendar year (as established under the 2017 Plan under Section 162 (m) of the Code), and (5) the class and number of
shares and exercise price, strike price, or purchase price, if applicable, of all outstanding stock
awards.
The CEO
award will represent 3.0 % of all outstanding
shares on the closing of this offering, which includes
shares sold by us in this offering and the employee RSUs that will vest
on the effective date of this offering, as described above.
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;
The CEO
award will vest immediately
on the closing of this offering and such
shares will be delivered to our CEO in equal quarterly installments over three years beginning in the third full calendar quarter following this offering; and
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 pro forma consolidated balance sheet data gives effect to (i) the automatic conversion of all of our outstanding
shares of convertible preferred stock other than Series FP preferred stock into
shares of Class B common stock and the conversion of Series FP preferred stock into
shares of Class C common stock in connection with our initial public offering, (ii) stock - based compensation expense of approximately $ 1.1 billion associated with outstanding RSUs subject to a performance condition for which the service - based vesting condition was satisfied as of December 31, 2016 and which we will recognize
on the effectiveness of our registration statement in connection with this offering, as further described in Note 1 to our consolidated financial statements included elsewhere in this prospectus, (iii) the increase in accrued expenses and other current liabilities and an equivalent decrease in additional paid - in capital of $ 187.2 million in connection with the withholding tax obligations, based
on $ 16.33 per
share, which is the fair value of our common stock as of December 31, 2016, as we intend to issue
shares of Class A common stock and Class B common stock
on a net basis to satisfy the associated withholding tax obligations, (iv) the net issuance of 7.6 million
shares of Class A common stock and 5.5 million
shares of Class B common stock that will vest and be issued from the settlement of such RSUs, (v) the issuance of the CEO
award, as described below, and (vi) the filing and effectiveness of our amended and restated certificate of incorporation which will be in effect
on the completion of this offering.
The number of
shares of our Class A common stock outstanding after this offering as shown in the tables above is based
on the number of
shares outstanding as of September 24, 2014, after giving effect to the Transactions and the Assumed Redemption, and excludes 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 (i) 2,689,486
shares of Class A common stock issuable upon the 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 --
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 CEO
award will represent 3.0 % of all outstanding
shares on the closing of the initial public offering, which includes
shares sold by us in this offering and the employee RSUs that will vest
on the effective date of this offering.
On the closing of this offering, our CEO will receive an RSU award, the CEO award, for shares of Series FP preferred stock, which will become an RSU covering an equivalent number of shares of Class C common stock on the closing of this offerin
On the closing of this offering, our CEO will receive an RSU
award, the CEO
award, for
shares of Series FP preferred stock, which will become an RSU covering an equivalent number of
shares of Class C common stock
on the closing of this offerin
on the closing of this offering.
The Times seemed the right place for such a gathering: The Newspaper of Record was soon to be
awarded three Pulitzer Prizes
on April 16, one for public service that it
shared with The New Yorker for documenting stories of sexual harassment from multiple women who claimed they were abused by disgraced movie mogul Harvey Weinstein.
Gorman's long - term incentive
awards will convert into
shares in 2017, based
on meeting targets related to return
on equity and relative total shareholder return, according to the filing.
The number of
shares of our Class A common stock outstanding after this offering as shown in the tables above is based
on the number of
shares outstanding as of September 24, 2014, after giving effect to the Transactions and the Assumed Redemption, and excludes
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 (i)
shares of Class A common stock issuable upon the 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
Subject to the provisions of our 2010 Plan, the administrator determines the terms of stock appreciation rights, including when such rights vest and become exercisable and whether to settle such
awards in cash or with
shares of our common stock, or a combination thereof, except that the per
share exercise price for the
shares to be issued pursuant to the exercise of a stock appreciation right will be no less than 100 % of the fair market value per
share on the date of grant.
On the closing of this offering, our CEO will receive an RSU award, or the CEO award, for shares of Series FP preferred stock, which will become an RSU covering an equivalent number of shares of Class C common stock on the closing of this offerin
On the closing of this offering, our CEO will receive an RSU
award, or the CEO
award, for
shares of Series FP preferred stock, which will become an RSU covering an equivalent number of
shares of Class C common stock
on the closing of this offerin
on the closing of this offering.