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).
The board also approved an estimated $ 900 million in repurchases to offset
shares awarded under equity - based compensation plans during the same period.
Not exact matches
This year's
awards are open to all Australian business women that meet the entry criteria in the following categories: * Westpac Group Business Owner
Award (owners with a 50 per cent
share or more in a business, with responsibility for key management decision making); * Australian Government Private and Corporate Sector
Award (employees in the private and corporate sectors, or owners with less than a 50 per cent
share of a business); * Hudson Community and Government
Award (employees of government departments, statutory bodies and not - for - profit organisations); * Panasonic Young Business Women's
Award (women aged 30 years and
under, with any of the above criteria).
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 gr
shares available for grant
under the applicable plan as two
shares for every share gr
shares for every
share granted.
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.
Under the terms of the LTICP, in addition to or in lieu of stock options, we may
award, and have
awarded in selected situations for retention purposes or to address other competitive pressures, other types of equity - based long - term compensation, including restricted stock, RSRs, stock
awards, stock appreciation rights, performance
shares, or performance units.
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»).
Each
share issued
under awards other than options or stock appreciation rights counts against the number of
shares available
under the LTICP as 3.5
shares.
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.
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.
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.
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.
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.»
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.
stock ownership policy
under which all executive officers are required to retain 50 % of their after - tax profit
shares acquired upon exercise of options or vesting of stock
awards for a period of one year following retirement, and all other employees are expected to retain that number of
shares while employed by the Company.
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.
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.
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.
In February 2011, the HRC
awarded long - term incentive compensation to the named executives in the form of Performance
Share awards granted
under the LTICP.
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 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
shares subject to
awards granted
under our 2015 Plan that cease to be subject to the
awards for any reason other than exercises of stock options or stock appreciation rights;
To the extent an
Award under the Plan is paid out in cash rather than
Shares, such cash payment will not result in reducing the number of
Shares available for issuance
under the Plan.
The 2001 Restricted Stock Plan was terminated in September 2010, and no further grants may be made
under this plan, although, as of May 31, 2014, there were still unvested restricted
share awards outstanding
under the plan (all such
shares have subsequently vested).
Shares used to pay the exercise price of an
award or satisfy the tax withholding obligations related to an
award will become available for future grant or sale
under the 2014 Plan.
To the extent an
award is paid out in cash rather than
shares, such cash payment will not result in a reduction in the number of
shares available for issuance
under the 2014 Plan.
The following table shows the total number of
shares of the Company's common stock that were subject to outstanding restricted stock unit
awards granted
under the 2003 Plan, that were subject to outstanding stock options granted
under the 2003 Plan, and that were then available for new
award grants
under the 2003 Plan as of September 28, 2013 and as of November 11, 2013.