For Named Executive Officers other than Mr. Benioff, stock awards consist only of restricted
stock unit awards.
Of the 17.421 million shares, 13.326 million shares were then subject to outstanding restricted
stock unit awards and 4.095 million shares were then subject to outstanding stock options.
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 options.
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.
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.
It does not take into account the shares issuable upon vesting of outstanding restricted
stock unit awards, which have no exercise price.
Consists of options to purchase shares of our common stock and restricted
stock unit awards representing the right to acquire shares of our common stock.
Prior to assuming his current role, Mr. Foran received a $ 750,000 special restricted
stock unit award in May 2014, vesting on the second anniversary of the grant date.
For example, if a 100 share restricted
stock unit award is made under the 2014 Plan, the award would count as 200 shares against the 2014 Plan's share limit after giving effect to the 2:1 premium share counting rule.
For example, if 100 shares are issued with respect to a restricted
stock unit award granted under the 2014 Plan, 200 shares will be counted against the 2014 Plan's aggregate share limit in connection with that award.
For Mr. Benioff, stock awards consist only of a performance - based restricted
stock unit award.
Not exact matches
About two - thirds of an employee's annual
award is received in
stock - settled
stock appreciation rights and the remaining third in restricted
stock units (RSUs).
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 granted under the 2007 Equity Incentive Plan may consist of incentive
stock options, non-qualified
stock options,
stock appreciation rights (SAR), restricted
stock grants, and restricted
stock units (RSU).
The Plan seeks to achieve this purpose by providing for discretionary long - term incentive
Awards in the form of Options (which may be Incentive
Stock Options or Nonstatutory
Stock Options),
Stock Appreciation Rights,
Stock Grants, Restricted
Stock Units and Cash Bonus
Awards.
«According to the filing, Armstrong will receive a «Founders» Incentive
Award» of restricted
stock units with a value equivalent to 1.5 % of AOL's market value when the merger is consummated.
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.
These incentives are provided through the granting of
stock options,
stock appreciation rights, restricted
stock awards, restricted
stock units, performance bonus
awards, performance shares and performance
units.
Beginning in 2009, it was determined that the regular annual equity
award grants to the executive officers would primarily be in the form of a new type of equity
award entitled «outperformance
stock units» (OSUs), rather than
stock options and time - vested restricted
stock units (RSUs).
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.
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.
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.
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.
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.
(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.
We
award cash compensation to our NEOs in the form of base salaries and annual cash incentives under our Kokua Bonus Plan, and we
award equity compensation in the form of
stock options, restricted
stock units («RSUs») and PRSUs.
The following table provides information on
awards granted under the PfR Plan for fiscal 2010 and
awards of PRUs and
awards of restricted
stock units («RSUs») granted as part of fiscal 2010 long - term incentive compensation:
As described above, a portion of an executive's target long - term incentive amount is delivered in the form of PRUs, and the remaining value is
awarded in grants of time - based restricted
stock units.
If an
award of
stock options or
stock appreciation rights expires or becomes unexercisable without having been exercised in full or is surrendered pursuant to an exchange program or shares issued through
awards of restricted
stock, restricted
stock units, performance
units, performance shares, or
stock - settled performance
awards are forfeited to us or
Awards granted under the Plan may be Nonstatutory
Stock Options (NSOs), Incentive
Stock Options (ISOs),
Stock Appreciation Rights (SARs), Restricted
Stock, or Restricted
Stock Units (RSUs), as determined by the Administrator at the time of grant.
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.
Our compensation committee may
award restricted shares of our common
stock and restricted
stock units to participants subject to such conditions and restrictions as it may determine.
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;
The 2004 Plan permits the grant of the following types of
Awards: (1) nonstatutory stock options, incentive stock options and stock appreciation rights granted at the fair market value of our common stock on the date of grant (Fair Market Value Awards), and (2) restricted stock awards and restricted stock units (Full Value Aw
Awards: (1) nonstatutory
stock options, incentive
stock options and
stock appreciation rights granted at the fair market value of our common
stock on the date of grant (Fair Market Value
Awards), and (2) restricted stock awards and restricted stock units (Full Value Aw
Awards), and (2) restricted
stock awards and restricted stock units (Full Value Aw
awards and restricted
stock units (Full Value
AwardsAwards).
Qualified Performance - Based
Award is an award consisting of an option, restricted stock, restricted stock unit, stock appreciation right, performance unit or Shares that is intended to provide «qualified performance - based compensation» within the meaning of Section 162 (m) of the Internal Revenue
Award is an
award consisting of an option, restricted stock, restricted stock unit, stock appreciation right, performance unit or Shares that is intended to provide «qualified performance - based compensation» within the meaning of Section 162 (m) of the Internal Revenue
award consisting of an option, restricted
stock, restricted
stock unit,
stock appreciation right, performance
unit or Shares that is intended to provide «qualified performance - based compensation» within the meaning of Section 162 (m) of the Internal Revenue Code.
Such dividend equivalents may be
awarded or paid in the form of cash, shares of Common
Stock, restricted stock, or restricted stock units, or a combination, and shall be determined by such formula and at such time and subject to such accrual, forfeiture, or payout restrictions or limitations as determined by the Committee in its sole discre
Stock, restricted
stock, or restricted stock units, or a combination, and shall be determined by such formula and at such time and subject to such accrual, forfeiture, or payout restrictions or limitations as determined by the Committee in its sole discre
stock, or restricted
stock units, or a combination, and shall be determined by such formula and at such time and subject to such accrual, forfeiture, or payout restrictions or limitations as determined by the Committee in its sole discre
stock units, or a combination, and shall be determined by such formula and at such time and subject to such accrual, forfeiture, or payout restrictions or limitations as determined by the Committee in its sole discretion.
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).
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.
(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.
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.
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.
Gorman missed out on performance
stock units granted as part of his 2009 pay after the firm missed the targets attached to those
awards in the three years ended in 2012.
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.
For additional details, see the discussion of PARSU
awards under «Compensation Discussion and Analysis — Determination of Fiscal 2014 Executive Compensation — Fiscal 2014 Long - Term Incentive Compensation — 2014 Performance - Adjusted Restricted
Stock Units.»
The 2014 Plan permits the granting by the plan administrator of
stock options,
stock appreciation rights,
stock grants and restricted
stock units, as well as cash bonus
awards.
The number of
units awarded is equal to the amount payable with respect to a quarter divided by the average over the last ten trading days of the quarter of the average of the high and low trading price for shares of the Company common
stock on each day in the ten - day period.
The Compensation Committee also oversees our equity and incentive - based plans and administers the issuance of
stock options, restricted
stock units and other
awards under these plans.
Furthermore, the Compensation Committee approved a one - time special target
award of 125,000 Performance
Stock Units to each of Ms. Catz and Mr. Hurd in connection with their respective appointments to Chief Executive Officer, for an aggregate target of for each of 687,500 Performance
Stock Units in fiscal 2015.
Awards granted under the 2012 Plan may be in the form of stock options, stock appreciation rights, restricted stock awards, performance units, performance shares, or other awards not expressly provided for under the 2012
Awards granted under the 2012 Plan may be in the form of
stock options,
stock appreciation rights, restricted
stock awards, performance units, performance shares, or other awards not expressly provided for under the 2012
awards, performance
units, performance shares, or other
awards not expressly provided for under the 2012
awards not expressly provided for under the 2012 Plan.
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.