His experience includes reverse takeovers, initial public offers, mergers, acquisitions, divestments, joint ventures, rights issues, placements, loan stocks, capital reduction,
share award plans, employee share options and interested person transactions.
Not exact matches
The board also approved an estimated $ 900 million in repurchases to offset
shares awarded under equity - based compensation
plans during the same period.
Except as expressly provided in the
Plan, no issuance by Google of
shares of stock of any class, or securities convertible into
shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of
shares or amount of other property subject to, or the terms related to, any Incentive
Award.
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.
Except as expressly provided in the
Plan, no issuance by Alphabet of
shares of stock of any class, or securities convertible into
shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of
shares or amount of other property subject to, or the terms related to, any Incentive
Award.
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
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
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 split).
For example, if a 100
share RSU
award made under the 2014
Plan or the 2003
Plan is forfeited before it vests, the 200
shares would again be available for subsequent
awards under the 2014
Plan.
Except as otherwise provided below,
shares that are subject to
awards that expire or for any reason are cancelled or terminated, are forfeited, fail to vest, or for any other reason are not paid or delivered under either the 2003
Plan or the 2014
Plan will again be available for subsequent
awards under the 2014
Plan.
«Option» means an ISO or NSO granted under the
Plan entitling the Participant to purchase
Shares upon satisfaction of the conditions contained in the
Plan and the applicable
Award Agreement.
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
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
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 gr
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 gran
Plan and the Director
Plan count against the shares available for grant under the applicable plan as two shares for every share gran
Plan count against the
shares available for grant under the applicable plan as two shares for every share gr
shares available for grant under the applicable
plan as two shares for every share gran
plan as two
shares for every share gr
shares for every
share granted.
Subject to the terms and conditions set forth in the
Plan, incentive
awards may be settled in cash or
shares of Class C capital stock and may be subject to performance - based and / or service - based conditions.
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.
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.
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.
Accordingly, our approximately 25,050,954 outstanding
awards (not including
awards under our employee stock purchase
plan) plus 25,865,562
Shares available for future grant under our equity
plans (not including under our employee stock purchase
plan) as of March 31, 2018 represented approximately 10.5 % of our Common Stock outstanding (commonly referred to as the «overhang»).
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.
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.
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.
Additional information about the LTICP and other
plans pursuant to which
awards in the form of
shares of the Company's common stock may be made to directors and employees in exchange for goods or services is provided under «Equity Compensation
Plan Information.»
(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.
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.
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.
forfeited to or repurchased due to failure to vest, the unpurchased
shares (or for
awards other than stock options or stock appreciation rights, the forfeited or repurchased
shares) will become available for future grant or sale under the 2015
Plan.
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.
repurchased by us due to failure to vest, the unissued
shares (or for
awards other than stock options or stock appreciation rights, the forfeited or repurchased
shares) will become available for future grant or sale under the 2015
Plan.
Additional information about the LTICP and other
plans pursuant to which
awards in the form of
shares of our common stock may be made to directors and employees in exchange for goods or services is provided under «Equity Compensation
Plan Information.»
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.
All options and restricted
shares awarded under our equity
plans are also subject to a double - trigger accelerated vesting condition under the terms of our equity
award letters, which provides for an acceleration of the vesting schedule if the associate is terminated without cause or resigns for good reason (as defined by the applicable equity
plan) within the one - year period following a change in control (as defined by the applicable equity
plan).
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.
The 2008
Plan permits the granting of incentive stock options, nonqualified stock options,
shares of restricted stock, restricted stock units, stock appreciation rights, phantom stock, performance
shares, deferred
share units and
share - denominated performance units, and other stock - based
awards.
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;
Except as expressly provided in the
Plan, no issuance by J. Crew Group, Inc. of
shares of stock of any class, or securities convertible into
shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number of
shares or amount of other property subject to, or the terms related to, any Incentive
Award.
In such event, the committee may adjust the number and type of
Shares available under the 2015
Plan or subject to outstanding grants and, subject to various limits in the 2015 Stock Incentive
Plan, the exercise price of outstanding stock options and other
awards.
Stock options and stock appreciation rights with respect to no more than 8,000,000
shares of our common stock may be granted to any one individual in any one calendar year and the maximum «performance - based
award» payable to any one individual under the 2014
Plan is 8,000,000
shares of stock or $ 5 million in the case of cash - based
awards.
For the calculation of diluted net loss per
share, net loss per
share attributable to common stockholders and preferred Series D, E, F, and FP preferred stockholders for basic net loss per
share is adjusted by the effect of dilutive securities, including
awards under our equity compensation
plans.
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.
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).
However, any outstanding stock options and RSUs granted under the 2007
Plan will remain outstanding, subject to the terms of our 2007
Plan and applicable
award agreements, until such
shares are issued under those
awards (by exercise of stock options or settlement of RSUs) or until the
awards terminate or expire by their terms.
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 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.»
Shares used to pay the exercise price of an
Award or to satisfy the tax withholding obligations related to an
Award will become available for future grant or sale under the
Plan.
the sale of
shares of common stock in an underwritten public offering that occurs during the restricted period, including any concurrent exercise (including a net exercise or cashless exercise) or settlement of outstanding equity
awards granted under our equity incentive
plans or pursuant to a contractual employment arrangement described elsewhere in this prospectus in order to sell the
shares of common stock delivered upon such exercise or settlement in such underwritten public offering; 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; or
If an
award under the
Plan is forfeited, expires or is settled for cash, any
shares subject to such
award may, to the extent of such forfeiture, expiration or cash settlement, be used again for new grants under the
Plan.
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 --
(c) «
Award» means, individually or collectively, a grant under the
Plan of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units or Performance
Shares.
The aggregate number of
shares that may be subject to
awards granted to any one non-employee director pursuant to the 2015
Plan in any calendar year shall not exceed 1,000,000.
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