«In practice, performance awards are more closely aligned to explicit financial or operational outcomes
than stock options,» Jarvis said in a statement.
The answer, suggest institutional investors like Mark Wiseman, CEO of the Canadian Pension Plan Investment Board, is to align pay to longer industry and product cycles, and to use restricted stock units (rather
than stock options) that vest over time — even after the CEO retires — pushing executives to think seriously about what happens after they're gone.
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 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 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.
By utilizing full shares, this program is typically less dilutive
than stock options while providing alignment with stockholders.
No stock appreciation rights, restricted stock awards or awards other
than the stock options and RSRs were outstanding under the LTICP as of March 1, 2008.
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).
Subject to certain anti-dilution and other adjustments, no participant may be granted in any calendar year (i) stock options or stock appreciation rights covering more than 14,000,000 shares; or (ii) awards other
than stock options or stock appreciation rights covering more than 4,000,000 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.
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.
Any such shares subject to awards other
than stock options and stock appreciation rights will become available taking into account the 2:1 premium share counting rule, discussed above, for these types of awards.
As the survey describes, corporate attorneys worry most about labor and employment claims and old - fashioned contract disputes rather
than the stock option and corporate governance scandals that are now capturing headlines.
Not exact matches
A strategy that involves buying call
options — contracts betting a
stock will rise — around a company's analyst day has returned an average of 21 % since 2004, according to data from Goldman, which looked at more
than 7,000 instances.
The analysis then looked for
stocks with
options open interest of more
than 20,000, an indication shares could move significantly after reporting earnings.
In fact, ISS puts her pay much higher
than the disclosed number, at $ 50 million, using its own estimate for the value of her
stock options.
«This is significantly greater
than the returns from buying
options on all
stocks broadly regardless of this signal,» said Fogertey.
The
stock closed at $ 44.90 on its first day of trading, giving Twitter a value of more
than $ 31 billion based on its outstanding
stock,
options and restricted
stock that'll be available after the IPO.
Granting
options enables managers to pay employees with an IOU rather
than cash — with the prospect that the
stock market, not the company, will one day pay up.
In a recent survey of 1,000 public companies by ShareData, a Silicon Valley - based supplier of employee -
stock - plan software and services, 74 % of the companies with less
than $ 50 million in sales, and 68 % of those with fewer
than 100 employees, offered
stock -
option plans to all employees.
Common employee perks include health insurance, reduced gym memberships, bonuses,
stock options, or commission, and they often inspire employees to accept less
than they would without such benefits.
Stock options and other incentive compensation reward near - term focus rather
than creating sustainable value
As the Government Accountability Office explains, the markets began quoting prices in decimal increments rather
than fractions of a dollar, while the minimum price increment was reduced to a penny on the
stock market (and 5 or 10 cents on the
options market).
With more
than $ 90 million in
stock options, the soon - to - be former CEO of Oracle has a $ 1 - per - year salary.
«Having
stock options has helped individuals think more like owners
than like employees.
Traders can use call
options to capture potential upside in a
stock while committing less capital upfront for the trade, as the price of each
options contract is often less
than the price of the
stock.
The experts agree: the promise of good work can be more powerful
than the lure of
stock options.
Other talented staffers, their
stock options still worth little more
than the paper they're printed on, have headed for the exits.
Since each call
option accounts for 100 shares of
stock, this trade is worth nearly $ 2 million in premium and sees profits if Microsoft rises above $ 50, or more
than 5 percent, by Oct. 30.
This is a bullish strategy in which a trader will gain exposure to a
stock by getting long two separate
options strikes of the same expiration rather
than create a spread.
That's because many big enterprises regularly issue more
stock than they buy back, using the proceeds for repurchase of new shares from newly exercised
options and vested restricted
stock, for M&A, and for secondary offerings.
Before companies like Fairchild and Hewlett - Packard began the practice fifty years ago, distributing
stock options to anyone other
than top management was virtually unheard of.
Studies of investment - fraud victims in particular have shown that more known victims had previously invested in risky investment instruments like oil - and - gas
options, penny
stocks, and gold coins
than the general public had.
Except as described below, awards under the 2014 Plan generally are not transferable by the recipient other
than by will or the laws of descent and distribution, and
stock options and
stock appreciation rights are generally exercisable, during the recipient's lifetime, only by the recipient.
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.
The performance goals upon which the payment or vesting of any Incentive Award (other
than Options and
stock appreciation rights) that is intended to qualify as Performance - Based Compensation depends shall relate to one or more of the following Performance Measures: market price of Capital Stock, earnings per share of Capital Stock, income, net income or profit (before or after taxes), economic profit, operating income, operating margin, profit margin, gross margins, return on equity or stockholder equity, total shareholder return, market capitalization, enterprise value, cash flow (including but not limited to operating cash flow and free cash flow), cash position, return on assets or net assets, return on capital, return on inv
stock appreciation rights) that is intended to qualify as Performance - Based Compensation depends shall relate to one or more of the following Performance Measures: market price of Capital
Stock, earnings per share of Capital Stock, income, net income or profit (before or after taxes), economic profit, operating income, operating margin, profit margin, gross margins, return on equity or stockholder equity, total shareholder return, market capitalization, enterprise value, cash flow (including but not limited to operating cash flow and free cash flow), cash position, return on assets or net assets, return on capital, return on inv
Stock, earnings per share of Capital
Stock, income, net income or profit (before or after taxes), economic profit, operating income, operating margin, profit margin, gross margins, return on equity or stockholder equity, total shareholder return, market capitalization, enterprise value, cash flow (including but not limited to operating cash flow and free cash flow), cash position, return on assets or net assets, return on capital, return on inv
Stock, income, net income or profit (before or after taxes), economic profit, operating income, operating margin, profit margin, gross margins, return on equity or stockholder equity, total shareholder return, market capitalization, enterprise value, cash flow (including but not limited to operating cash flow and free cash flow), cash position, return on assets or net assets, return on capital, return on invested
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.
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.
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.
«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.
Each automatic triennial
stock option grant and each
stock option grant for service as lead independent director, member of a Board committee or chair of a Board committee, in each case as described above, will vest 1/36 per month for three years starting on the one month anniversary of the vesting commencement date, subject to continued service in the capacity for which such grant was made (except that if a director who was granted such an
option ceases to be a director on the day before an annual meeting that is held earlier
than the anniversary date of the vesting commencement date for that calendar year, vesting will accelerate with respect to the shares that would have vested if such director continued service through such anniversary date).
Shares underlying
stock options and
stock appreciation rights that so become available being credited to the 2013 Plan share reserve on a one - for - one basis, and Shares subject to other types of equity awards (i.e., full value awards), being credited to the 2013 Plan share reserve on a 2.15 - for - one basis; provided, however, that no more
than 54,332,000 Shares may be added to the 2013 Plan pursuant to this provision.
The term of an incentive
stock option may not exceed ten years, except that with respect to any participant who owns more
than 10 % of the voting power of all classes of our outstanding
stock, the term must not exceed five years and the exercise price must equal at least 110 % of the fair market value on the grant date subject to the provisions of our 2015 Plan.
Later that day, the Wall Street Journal reported that Morgan Stanley had stepped in to stabilize the
stock, using what is referred to in finance as a «greenshoe
option» — a common stipulation in the IPO agreement that lets underwriting banks sell more shares to investors
than they are allotted.
The committee may deem that a holder of
options or
stock appreciation rights has exercised such
options or rights on the expiration date using a net share settlement method of exercise if, on that expiration date, the
options or rights are vested and the exercise price is less
than the then fair market value of the Shares.
Each
stock option gives the recipient the right to receive a number of Shares upon exercise of the
stock option and payment of the
stock option exercise price, which other
than for incentive
stock options, shall be the fair market value of a Share on the
option grant date.
The term of an incentive
stock option will be no longer
than ten years.
As of March 31, 2015,
options to purchase 1,353,659 Shares were outstanding under the 2010
Stock Incentive Plan and predecessor plans, with an average exercise price of $ 47.87 per Share, all of which expire no later
than April 1, 2024.
Notwithstanding the authority of the committee under the Plan, except in connection with any corporate transaction involving Walmart, the terms of outstanding plan awards may not be amended to reduce the exercise price of outstanding
stock options or
stock appreciation rights or cancel outstanding
stock options or
stock appreciation rights in exchange for cash, other plan awards or
stock options or
stock appreciation rights with an exercise price that is less
than the exercise price of the original
stock options or
stock appreciation rights without the prior approval of Walmart stockholders.