Because they were growing, and cheaper in many
respects than other stocks, they... Read More
Not exact matches
Shares issued with
respect to awards granted under the 2014 Plan
other than stock options or
stock appreciation rights are counted against the 2014 Plan's aggregate share limit as two shares for every one share actually issued in connection with the award.
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.
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.
«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.
Other than the underwriting discount described on the front cover of this prospectus, the underwriters will not be entitled to any commission with
respect to shares of common
stock sold pursuant to the directed share program.
If an Award expires or becomes unexercisable without having been exercised in full, is surrendered pursuant to an Exchange Program, or, with
respect to Restricted
Stock, Restricted
Stock Units, Performance Units or Performance Shares, is forfeited to or repurchased by the Company due to failure to vest, the unpurchased Shares (or for Awards
other than Options or
Stock Appreciation Rights the forfeited or repurchased Shares), which were subject thereto will become available for future grant or sale under the Plan (unless the Plan has terminated).
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.
Specifically, benefits subject to the HP Severance Policy include: (a) separation payments based on a multiplier of salary plus target bonus, or cash amounts payable for the uncompleted portion of employment agreements; (b) any gross - up payments made in connection with severance, retirement or similar payments, including any gross - up payments with
respect to excess parachute payments under Section 280G of the Code; (c) the value of any service period credited to a Section 16 officer in excess of the period of service actually provided by such Section 16 officer for purposes of any employee benefit plan; (d) the value of benefits and perquisites that are inconsistent with HP Co.'s practices applicable to one or more groups of HP Co. employees in addition to, or
other than, the Section 16 officers («Company Practices»); and (e) the value of any accelerated vesting of any
stock options,
stock appreciation rights, restricted
stock or long - term cash incentives that is inconsistent with Company Practices.
Among these requirements are the following: (i) at least 90 % of the fund's gross income each taxable year must be derived from dividends, interest, payments with
respect to securities loans, and gains from the sale or
other disposition of
stock, securities or foreign currencies, or
other income derived with
respect to its business of investing in such
stock or securities or currencies and net income derived from an interest in a qualified publicly traded partnership; (ii) at the close of each quarter of the fund's taxable year, at least 50 % of the value of its total assets must be represented by cash and cash items, U.S. Government securities, securities of
other RICs and
other securities, with such
other securities limited, in
respect of any one issuer, to an amount that does not exceed 5 % of the value of a Fund's assets and that does not represent more
than 10 % of the outstanding voting securities of such issuer; and (iii) at the close of each quarter of the fund's taxable year, not more
than 25 % of the value of its assets may be invested in securities (
other than U.S. Government securities or the securities of
other RICs) of any one issuer or of two or more issuers and which are engaged in the same, similar, or related trades or businesses if the fund owns at least 20 % of the voting power of such issuers, or the securities of one or more qualified publicly traded partnerships.
Second, less
than 90 % of the partnership's gross income can consist of dividends, interest, payments with
respect to securities loans, or gains from the sale or
other disposition of
stock or securities or foreign currencies, or
other income derived with
respect to its business of investing in such
stock securities or currencies.