You have immature ISO stock if you acquired
the stock by exercising an incentive stock option and haven't yet satisfied the special ISO holding period.
The rules described here don't apply if you bought
the stock by exercising an incentive stock option and satisfy the special holding period for that stock.
You have to start from the date you bought
the stock by exercising the option, and hold for more than one year to get long - term capital gain.
If you purchased the 62 XYZ October put, and then sold
the stock by exercising the option, your pretax profit would be $ 900.
Definition: The exercise price is the price at which you can buy or sell shares of
stock by exercising your options.
Not exact matches
A tax reform bill issued
by House Republicans could make it easier for start - up employees to
exercise their
stock options.
Aaron's has a
stock option plan that, if fully
exercised, would dole out to Allen and Aaron's other executives nearly 14.6 million additional shares, diluting current shareholders
by 20 %.
That's because $ 2,000 is the amount
by which the
stock's current value exceeds the
exercise price.
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 Plan.
Unless otherwise expressly provided in (or pursuant to) this Section 4 (c) or required
by Applicable Law: (A) all Awards are non-transferable and shall not be subject in any manner to sale, transfer, anticipation, alienation, assignment, pledge, encumbrance or charge; (B) Awards that are Options or
Stock Appreciation Rights shall be
exercised only
by the Participant; and (C) amounts payable or Shares issuable pursuant to any Award shall be delivered only to (or for the account of) the Participant.
In no case, except due to an adjustment to reflect a
stock split or other event referred to under «Adjustments» below, and except for any repricing that may be approved
by shareholders, will the plan administrator (1) amend an outstanding
stock option or
stock appreciation right to reduce the
exercise price or base price of the award, (2) cancel, exchange, or surrender an outstanding
stock option or
stock appreciation right in exchange for cash or other awards for the purpose of repricing the award, (3) cancel, exchange, or surrender an outstanding
stock option or
stock appreciation right in exchange for an option or
stock appreciation right with an
exercise or base price that is less than the
exercise or base price of the original award, or (4) take any other action that is treated as a repricing under U.S. generally accepted accounting principles.
Consists of shares of Class C capital
stock to be issued upon exercise of outstanding stock options and vesting of outstanding GSUs that were distributed as a dividend to the issued and outstanding Class A stock options and GSUs in April 2014 in connection with the Stock Split under the following plans which have been assumed by us in connection with certain of our acquisition transactions: the 2005 Stock Incentive Plan assumed by us in connection with our acquisition of DoubleClick Inc. in March 2008; the 2006 Stock Plan assumed by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May
stock to be issued upon
exercise of outstanding
stock options and vesting of outstanding GSUs that were distributed as a dividend to the issued and outstanding Class A stock options and GSUs in April 2014 in connection with the Stock Split under the following plans which have been assumed by us in connection with certain of our acquisition transactions: the 2005 Stock Incentive Plan assumed by us in connection with our acquisition of DoubleClick Inc. in March 2008; the 2006 Stock Plan assumed by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May
stock options and vesting of outstanding GSUs that were distributed as a dividend to the issued and outstanding Class A
stock options and GSUs in April 2014 in connection with the Stock Split under the following plans which have been assumed by us in connection with certain of our acquisition transactions: the 2005 Stock Incentive Plan assumed by us in connection with our acquisition of DoubleClick Inc. in March 2008; the 2006 Stock Plan assumed by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May
stock options and GSUs in April 2014 in connection with the
Stock Split under the following plans which have been assumed by us in connection with certain of our acquisition transactions: the 2005 Stock Incentive Plan assumed by us in connection with our acquisition of DoubleClick Inc. in March 2008; the 2006 Stock Plan assumed by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May
Stock Split under the following plans which have been assumed
by us in connection with certain of our acquisition transactions: the 2005
Stock Incentive Plan assumed by us in connection with our acquisition of DoubleClick Inc. in March 2008; the 2006 Stock Plan assumed by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May
Stock Incentive Plan assumed
by us in connection with our acquisition of DoubleClick Inc. in March 2008; the 2006
Stock Plan assumed by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May
Stock Plan assumed
by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan assumed
by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May 2012.
When shares of Capital
Stock are to be issued upon the
exercise, grant or vesting of an Incentive Award, Google shall have the authority to withhold a number of such shares having a Fair Market Value at the date of the applicable taxable event determined
by the Committee to be sufficient to satisfy the minimum federal, state and local withholding tax requirements, if any, attributable to such
exercise, grant or vesting but not greater than the minimum withholding obligations, as determined
by Google in its sole discretion.
Consists of shares of Class A common
stock to be issued upon exercise of outstanding stock options and vesting of outstanding restricted stock units under the following plans which have been assumed by us in connection with certain of our acquisition transactions: the 2005 Stock Incentive Plan assumed by us in connection with our acquisition of DoubleClick Inc. in March 2008; the 2006 Stock Plan assumed by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May
stock to be issued upon
exercise of outstanding
stock options and vesting of outstanding restricted stock units under the following plans which have been assumed by us in connection with certain of our acquisition transactions: the 2005 Stock Incentive Plan assumed by us in connection with our acquisition of DoubleClick Inc. in March 2008; the 2006 Stock Plan assumed by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May
stock options and vesting of outstanding restricted
stock units under the following plans which have been assumed by us in connection with certain of our acquisition transactions: the 2005 Stock Incentive Plan assumed by us in connection with our acquisition of DoubleClick Inc. in March 2008; the 2006 Stock Plan assumed by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May
stock units under the following plans which have been assumed
by us in connection with certain of our acquisition transactions: the 2005
Stock Incentive Plan assumed by us in connection with our acquisition of DoubleClick Inc. in March 2008; the 2006 Stock Plan assumed by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May
Stock Incentive Plan assumed
by us in connection with our acquisition of DoubleClick Inc. in March 2008; the 2006
Stock Plan assumed by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan assumed by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May
Stock Plan assumed
by us in connection with our acquisition of AdMob, Inc. in May 2010; and the Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan assumed
by us in connection with our acquisition of Motorola Mobility Holdings, Inc. in May 2012.
Upon
exercise of a
stock appreciation right, the holder of the award will be entitled to receive an amount determined
by multiplying (i) the difference between the fair market value of a Share on the date of
exercise over the
exercise price
by (ii) the number of
exercised Shares.
The company's board decided to
exercise its authority and reassemble the tracking
stocks into a single ticker, FON,
by exchanging shares of PCS for it, hunkering down to try and make it through the storm.
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.
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.
When a participant
exercises an incentive
stock option while employed
by the Company or a subsidiary or within the three - month period (one - year period, in the case of disability) after his or her employment ends, the participant will not recognize any ordinary income at that time.
«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.
Subject to Section 6 and the other terms and conditions of the Plan, each
Stock Appreciation Right grant will be evidenced
by an Award Agreement (which may be in electronic form) that will specify the
exercise price, the term of the
Stock Appreciation Right, the conditions of
exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine.
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.
The
exercise price per share of each
stock appreciation right may not be less than the fair market value of a Share on the date of grant, except in certain situations in which we are assuming or replacing
stock appreciation rights granted
by another company that we are acquiring.
To the extent that in 2018 or any later year, the aggregate amount of any covered officer's salary, bonus, and amount realized from option
exercises and vesting of restricted
stock units or other equity awards, and certain other compensation amounts that are recognized as taxable income
by the officer exceeds $ 1,000,000 in any year, we will not be entitled to a U.S. federal income tax deduction for the amount over $ 1,000,000 in that year.
Stock appreciation rights may be
exercised during a period of time of up to ten years after the grant date, as fixed
by the Committee.
Following the expiration of the lock - up agreements referred to above, stockholders owning an aggregate of up to 248,396,604 shares of our Class B common
stock (including shares issuable pursuant to the
exercise of warrants to purchase shares of our capital
stock that were outstanding as of September 30, 2015) can require us to register shares of our capital
stock owned
by them for public sale in the United States.
This visual tells a lot of stories, but for the purposes of this
exercise, I want to focus on the two previous valuation spikes in red, which were followed
by two
stock market crashes in gray.
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.
When a participant
exercises an incentive
stock option while employed
by Wells Fargo or within the three - month period (one - year period, in the case of disability) after his or her employment ends, the participant will not recognize any ordinary income at that time.
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.
Remember this: if the insider is
exercising stock options
by buying the
stock, it is not very meaningful if the options were granted at rock - bottom prices.
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;
Each
Stock Appreciation Right grant will be evidenced
by an Award Agreement that will specify the
exercise price, the term of the
Stock Appreciation Right, the conditions of
exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine.
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;
Of these shares, all shares of common
stock sold in this offering
by us and the selling stockholders, plus any shares sold upon
exercise of the underwriters» over-allotment option, will be freely tradable in the public market without restriction or further registration under the Securities Act, unless these shares are held
by «affiliates,» as that term is defined in Rule 144 under the Securities Act.
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
Provided, however, that an incentive
stock option held
by a participant who owns more than 10 % of the total combined voting power of all classes of our
stock, or of certain of our parent or subsidiary corporations, may not have a term in excess of five years and must have an
exercise price of at least 110 % of the fair market value of our common
stock on the grant date.
Upon
exercise of a
Stock Appreciation Right, a Participant will be entitled to receive payment from the Company in an amount determined
by multiplying:
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.
Based on shares outstanding as of December 31, 2016, on the closing of this offering, we will have outstanding a total of shares of Class A common
stock, shares of Class B common
stock, and shares of Class C common
stock, assuming no
exercise of outstanding options, and after giving effect to the conversion of all outstanding shares of our preferred
stock into shares of Class B common
stock on the closing of this offering and the sale of Class A common
stock by the selling stockholders in this offering.
The table assumes no
exercise by the underwriters of their option to purchase additional shares of Class A common
stock.
The adjustment assumes there will be no additional distribution in the event the gross proceeds from the offering exceed the anticipated gross proceeds (including as a result of the
exercise by the underwriters of their option to purchase additional shares of Class A common
stock).
upon the
exercise of an Option or
Stock Appreciation Right or upon the payout of a Restricted Stock Unit, Performance Unit or Performance Share, for each Share subject to such Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change in Con
Stock Appreciation Right or upon the payout of a Restricted
Stock Unit, Performance Unit or Performance Share, for each Share subject to such Award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change in Con
Stock Unit, Performance Unit or Performance Share, for each Share subject to such Award, to be solely common
stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change in Con
stock of the successor corporation or its Parent equal in fair market value to the per share consideration received
by holders of Common
Stock in the Change in Con
Stock in the Change in Control.
All
stock options and
stock appreciation rights will have an
exercise price equal to at least the fair market value of our common
stock on the date the
stock option or
stock appreciation right is granted, except in certain situations in which we are assuming or replacing options granted
by another company that we are acquiring.
The Company's board of directors also approved an additional distribution to its members, to the extent the gross proceeds of the Company's planned initial public offering exceed the anticipated gross proceeds (including as a result of the
exercise by the underwriters of their option to purchase additional shares of Class A common
stock), in an amount equal to the product of (A) the increased gross proceeds and (B) 0.273, to be paid from the proceeds of the Company's planned initial public offering.
Upon
exercise of a
stock appreciation right, the participant will receive payment from the Company in an amount determined
by multiplying (a) the difference between (i) the fair market value of a share on the date of
exercise and (ii) the
exercise price times (b) the number of shares with respect to which the
stock appreciation right is
exercised.
The diagram below depicts our organizational structure immediately following this offering assuming no
exercise by the underwriters of their option to purchase additional shares of Class A common
stock.