Not exact matches
Ordinarily, cash
payments made in lieu
of unvested
stock awards would trigger an immediate income - tax liability for the recipient.
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
A
stock appreciation right entitles a participant to receive a
payment, in cash, common
stock, or a combination
of both, in an amount equal to the difference between the fair market value
of the
stock at the time
of exercise and the exercise price
of the
award, which may not be lower than the fair market value
of the Company's common
stock on the day
of grant.
(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.
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.
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;
This evaluation includes whether cash
payments or
stock award vesting is contingent on the continued employment
of the selling stockholder beyond the acquisition date.
When granting restricted
stock, FedEx first determines the total target value
of the
award and then approves the delivery
of that value in two components: restricted shares and cash
payment of taxes due.
When granting restricted
stock, the Compensation Committee first determines the total target value
of the
award and then approves the delivery
of that value in two components: restricted shares and cash
payment of taxes due.
After a first look, it seems to me that all they get is the equivalent amount
of OXGN
stock as VXGN
stock (nothing special there besides the headache
of having to do DD on OXGN), incentive
payment for negotiating an end to the lease, and incentive milestone
payment in connection with the
awarding of a government contract to Emergent for the anthrax vaccine.
The disbursement
of that
payment could be «as soon possible» after the restricted
stock awards vest.
That figure covered directors» cash retainers, the amount
of annual equity
awards (
stock payments), and board meeting fees, but not committee fees, says Jeremy Banoff, senior director
of FPL Associates Compensation, a Chicago affiliate
of Ferguson's FPL Advisory Group.