A Willis Towers Watson analysis of Fortune 500 companies found that about 52 % of financial institutions now have limits on
stock awards directors can receive, compared with 28 % for the whole 500.
Not exact matches
Employee
stock - option programs are typically authorized by a company's board of
directors (and have historically been approved by the shareholders) and give the company discretion to
award options to employees equal to a certain percentage of the company's shares outstanding.
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.
Awards may be granted under the Plan in substitution for or in connection with an assumption of employee, director and / or consultant stock options, stock appreciation rights, restricted stock or other stock - based awards granted by other entities to persons who are or who will become Employees or Consultants in respect of the Company or one of its Subsidiaries in connection
Awards may be granted under the Plan in substitution for or in connection with an assumption of employee,
director and / or consultant
stock options,
stock appreciation rights, restricted
stock or other
stock - based
awards granted by other entities to persons who are or who will become Employees or Consultants in respect of the Company or one of its Subsidiaries in connection
awards granted by other entities to persons who are or who will become Employees or Consultants in respect of the Company or one of its Subsidiaries in connection with a
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.
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.»
After reviewing the revised peer group
director compensation data in June 2009, the committee 1) set pay for the new non-executive Chairman of the Board, 2) increased the value of the annual equity
award from $ 145,000 to $ 175,000, since the previous level of compensation was deemed below the market median, and 3) changed the equity grant vehicle from 100 % restricted
stock units (RSUs) to 50 % RSUs and 50 % outperformance
stock units (OSUs) in order to more closely align with the equity package that Intel executives receive.
The Board or the HRC or the GNC may modify, suspend, or terminate the LTICP but may not, without the prior approval of our stockholders, make any change to the LTICP that increases the total amount of common
stock which may be
awarded (except to reflect changes in capitalization), increases the individual maximum
award limits (except to reflect changes in capitalization), changes the class of team members or
directors eligible to participate, extends the duration of the LTICP, reduces the exercise price of or reprices outstanding
stock options or
stock appreciation rights, waives the LTICP's minimum time period requirements for vesting and lapse of restrictions for restricted
stock or RSRs, or otherwise amends the LTICP in any manner requiring stockholder approval by law or under the NYSE listing requirements.
As of December 31, 2014, none of our non-employee
directors held any outstanding equity
awards to purchase shares of our common
stock, other than Messrs. McKelvey and Viniar and Dr. Summers as described below.
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.»
The fair value of the common
stock underlying the
stock - based
awards is determined by our board of
directors, which considered numerous objective and subjective factors to determine the fair value of common
stock at each grant date.
In addition to the non-employee
director compensation policy, in connection with this offering, we adopted a
director stock ownership policy encouraging non-employee
directors to hold shares of our Class A common
stock with a value equal to at least one times the fair value of the
director's annual equity
award.
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.»
grant of incentive
stock options to employees, including employees of any parent or subsidiary, and for the grant of nonstatutory
stock options,
stock appreciation rights, restricted
stock awards, restricted
stock unit
awards, performance
stock awards, performance cash
awards, and other forms of
stock awards to employees,
directors, and consultants, including employees and consultants of our affiliates.
Our 2012 Plan allows for the grant of incentive
stock options to employees, including employees of any parent or subsidiary, and for the grant of nonstatutory
stock options,
stock appreciation rights, restricted
stock awards, and restricted
stock units to our employees,
directors, and consultants, including employees and consultants of our affiliates.
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 --
As of December 31, 2014, none of our
directors held outstanding
stock options or other equity
awards.
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 conditi
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 conditi
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 conditi
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 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
In addition to the non-employee
director compensation policy, we intend to adopt a
director stock ownership policy encouraging non-employee
directors to hold shares of our Class A common
stock with a value equal to at least one times the fair value of the
director's annual equity
award.
Our 2014 Plan allows for the grant of incentive
stock options to employees, including employees of any parent or subsidiary, and for the grant of nonstatutory
stock options,
stock appreciation rights, restricted
stock awards, and restricted
stock units to employees,
directors, and consultants, including employees and consultants of our affiliates.
As of November 11, 2013, a total of 20.873 million shares of the Company's common
stock were subject to all outstanding awards granted under the Company's equity compensation plans (including the shares then subject to outstanding awards under the 2003 Plan and the Director Plan, as well as outstanding awards assumed by the Company in connection with acquisitions, but exclusive of shares that employees may purchase under the Employee Stock Purchase Plan), of which 17.265 million shares were then subject to outstanding restricted stock unit awards and 3.608 million shares were then subject to outstanding stock opt
stock were subject to all outstanding
awards granted under the Company's equity compensation plans (including the shares then subject to outstanding
awards under the 2003 Plan and the
Director Plan, as well as outstanding
awards assumed by the Company in connection with acquisitions, but exclusive of shares that employees may purchase under the Employee
Stock Purchase Plan), of which 17.265 million shares were then subject to outstanding restricted stock unit awards and 3.608 million shares were then subject to outstanding stock opt
Stock Purchase Plan), of which 17.265 million shares were then subject to outstanding restricted
stock unit awards and 3.608 million shares were then subject to outstanding stock opt
stock unit
awards and 3.608 million shares were then subject to outstanding
stock opt
stock options.
On July 21, 2017, the board of
directors of Croe, subject to the approval of Croe stockholders, adopted the Croe, Inc. 2017 Equity Incentive Plan and authorized the reservation of 5,000,000 shares of common
stock for issuance pursuant to
awards granted thereunder.
He also serves as
Director of a national fellowship program based at Rutgers University that
awards research fellowships to young and emerging researchers on employee
stock ownership and profit sharing with over 120 fellows at colleges and universities and states throughout the U.S. and sponsors bi-annual research conferences on these issues.
The company said that it intends use the net proceeds from the arbitration
award, after federal and state taxes of approximately 37 percent and certain other expenses, to repurchase Mondelez International Class A Common
Stock, subject to final approval by the Board of
Directors and actual receipt of the proceeds.
As of September 28, 2013, a total of 17.421 million shares of the Company's common
stock were subject to all outstanding
awards granted under the 2003 Plan and the
Director Plan, as well as outstanding
awards assumed by the Company in connection with acquisitions.
«RESOLVED: The stockholders of FedEx Corporation (the «Company») urge the compensation committee of the board of
directors to adopt a policy that the Company will not pay the personal taxes owned on restricted
stock awards on behalf of named executive officers.
In Calma v. Templeton, the plaintiff alleged that a board of
directors breached their fiduciary duties in
awarding themselves restricted
stock units (RSUs) pursuant to a stockholder - approved equity incentive compensation plan.
On 22 December, 2006, the US Securities and Exchange Commission (SEC) revised its requirements for disclosing options and
stock - based
awards made to executives and
directors.
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.