Bold is one way to describe the plan, which provides for 12 escalating tranches of
stock option grants based on hitting market cap, revenue, and adjusted EBITDA.
Not exact matches
He'll receive about $ 10 million worth of
stock options plus a
grant of 933,416 performance -
based restricted shares.
At the end of each of the next 10 fiscal years, if certain benchmarks are met by the agency (financial growth, profitability and overall company health), Linda and I will transfer up to 10 percent of our equity by
granting stock options to all employees
based on the same progressive formula we use to distribute employee cash bonuses.
Executive compensation figures are also disclosed in the filing, including CEO Dick Costolo, who had a
base salary of $ 200,000 last year, with $ 8.4 million in restricted
stock and
options with a
grant - date value of $ 2.9 million.
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.
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 with a
Based on this valuation and the factors described above, our board of directors
granted stock options with an exercise price of $ 2.32 per share.
Information regarding
stock option grants made in February and June 2007 appears in columns (b) and (j) of the Grants of Plan - Based Awards
grants made in February and June 2007 appears in columns (b) and (j) of the
Grants of Plan - Based Awards
Grants of Plan -
Based Awards table.
From January 1, 2008 through December 31, 2010, the Registrant
granted to its employees, consultants and other service providers
options to purchase an aggregate of 12,566,833 shares of common
stock under the Registrant's Amended and Restated 2003 Stock Incentive Plan, or the 2003 Plan, at exercise prices ranging from $ 1.50 to $ 14.46 per share, which includes options to purchase shares of common stock that were repriced on a one - for - one basis to $ 2.32 per share in February
stock under the Registrant's Amended and Restated 2003
Stock Incentive Plan, or the 2003 Plan, at exercise prices ranging from $ 1.50 to $ 14.46 per share, which includes options to purchase shares of common stock that were repriced on a one - for - one basis to $ 2.32 per share in February
Stock Incentive Plan, or the 2003 Plan, at exercise prices ranging from $ 1.50 to $ 14.46 per share, which includes
options to purchase shares of common
stock that were repriced on a one - for - one basis to $ 2.32 per share in February
stock that were repriced on a one - for - one
basis to $ 2.32 per share in February 2009.
Based on this valuation and the factors discussed above, our board of directors
granted stock options with an exercise price of $ 3.50 per share during this period.
From January 1, 2008 through December 31, 2010, the Registrant
granted to certain executive officers, directors and other investors
options and rights to purchase an aggregate of 8,196,662 shares of common
stock under the 2003 Plan at exercise prices ranging from $ 2.00 to $ 6.20 per share, which includes
options to purchase shares of common
stock that were repriced on a one - for - one
basis to $ 2.32 per share in February 2009.
The Compensation Committee believes that
options to purchase shares of our common
stock, with an exercise price equal to the market price of our common
stock on the date of
grant, are inherently performance -
based and are a very effective tool to motivate our executives to build stockholder value and reinforce our position as a growth company.
These new rules are effective starting in 2018 for us, except that certain equity awards (such as
stock options) that we
granted on or before November 2, 2017, might still be able qualify as performance -
based compensation.
Based on this valuation and the factors discussed above, our board of directors
granted stock options with an exercise price of $ 6.20 per share.
As discussed in the CD&A under «Compensation Components» and «Achieving Compensation Objectives — Pay for Performance,» we have provided incentive compensation in the form of an annual cash incentive award
based on Company, business line and individual qualitative performance results for each fiscal year, and long - term incentive compensation generally in the form of
stock option grants and, in certain circumstances, RSRs to reward our SEOs for contribution to growth in long - term stockholder value.
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.
Shkreli was awarded substantial compensation by the Company during the period of his disloyalty including, but not limited to: substantial cash compensation, 1,605,570 shares of Retrophin
stock, a
grant of 1,080,000 time
based options to purchase Retrophin
stock (the «December 2013
Option Agreement «-RRB- and a
grant of 400,000
options (half time
based and half performance
based) to purchase shares of Retrophin
stock (the «February 2014
Option Agreement»).
Dividend equivalents
granted with respect to
Options or
stock appreciation rights that are intended to be Performance -
Based Compensation shall be payable, with respect to pre-exercise periods, regardless of whether such
Option or
stock appreciation right is subsequently exercised.
It is the intent of the Company that
Options and
stock appreciation rights
granted to Covered Employees and other Incentive Awards designated as Incentive Awards to Covered Employees subject to Section 8 shall constitute qualified «performance -
based compensation» within the meaning of Code Section 162 (m) and regulations thereunder, unless otherwise determined by the Committee at the time of allocation of an Incentive Award.
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 aw
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 aw
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 aw
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 aw
stock or $ 5 million in the case of cash -
based awards.
Google, Intel and Starbucks all have broad -
based stock grants or
options for their employees.
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 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 --
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.
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 recognition of these achievements and to create incentives for future success, the Compensation Committee recommended, and the Board of Directors approved a
grant to Mr. Musk of 10,067,960
options to purchase shares of our common
stock at an exercise price of $ 2.21 per share representing 4 % of our fully - diluted share
base as of December 4, 2009, with 1 / 4th of the shares subject to the
option vesting immediately, and 1 / 48th of the shares subject to the
option scheduled to vest each month thereafter over the next three years, assuming Mr. Musk's continued service to us through each vesting date.
The Company
grants performance and market -
based options and restricted
stock units to employees and directors.
Stock options and restricted stock are generally granted to executive officers on an annual b
Stock options and restricted
stock are generally granted to executive officers on an annual b
stock are generally
granted to executive officers on an annual
basis.
The 2003 Plan currently limits the number of
options and
stock appreciation rights that may be
granted to any individual during a fiscal year to 15,000,000 shares, and it limits the number of
stock grants and restricted
stock units that may be
granted to any individual during a fiscal year to 5,000,000 shares (counting the shares on a 1 - for - 1
basis for this purpose).
Based on the valuation of our common
stock completed in March 2012, the fair value of RSUs and exercise price of
stock options granted through October 12, 2012 was determined to be $ 14.42 per share.
In the George W. Bush administration, changes in accounting regulations and Federal policies made
granting of broad -
based stock options and restricted and other
stock grants to employees in high technology and other companies less attractive, which led to a huge drop in employee share ownership among the middle class in those companies and industries.
[Geeks Note: The disposal of retained earnings through
option grants is not adequately captured in earnings deductions for «
stock -
based compensation.»
As disclosed in the proxy statement filed in advance of its 2006 shareholder meeting, in 2005 the Devon board paid CEO J. Larry Nichols a $ 1.1 million salary, a $ 2.2 million bonus (
based on a non-formulaic assessment of performance), and
stock and
options with an aggregate
grant - date value of more than $ 7 million (none of which was tied to performance measures).
Expected volatilities are
based on a blend of historical and implied volatilities of our common
stock; the expected life represents the weighted average period of time that
options granted are expected to be outstanding giving consideration to vesting schedules and our historical exercise patterns; and the risk - free rate is
based on the U.S. Treasury yield curve in effect at the time of
grant for periods corresponding with the expected life of the
option.
I typically want to know what the candidate's
base salary is, if they receive any bonus, the average bonus amount, and any additional compensation or perks, such as 401k matching,
stock grants or
stock options, paid time off and how much they are required to pay towards their medical premiums.