The Compensation Committee reduced the aggregate number of shares subject to the stock option grants to each of Ms. Catz and Mr. Hurd from a stock option for 5 million shares in fiscal 2014 to a stock option for 2.75 million shares in fiscal 2015 (which includes a special one -
time stock option award for 500,000 shares each in connection with their appointment to CEO).
Not exact matches
When it came
time to reward top executives last year, more leading companies handed out performance - based
awards instead of
time - vesting
stock options, according to a new study from human resources consulting firm Mercer.
This number is calculated using the share counting rules described in Sections 5 (a) and 5 (b) of the 2014 Plan and includes the number of shares available for new
award grants under the 2014 Plan out of the 385 million shares authorized by shareholders upon adoption of the 2014 Plan; the number of shares available for new
award grants under the 2003 Employee
Stock Plan (the «2003 Plan») on the date that shareholders approved the 2014 Plan; the number of shares subject to outstanding stock options under the 2003 Plan and 2014 Plan as of November 17, 2015; and two times the number of shares subject to outstanding RSUs under the 2003 Plan and 2014 Plan as of November 17, 2015 (all adjusted for the 7 - for - 1 stock sp
Stock Plan (the «2003 Plan») on the date that shareholders approved the 2014 Plan; the number of shares subject to outstanding
stock options under the 2003 Plan and 2014 Plan as of November 17, 2015; and two times the number of shares subject to outstanding RSUs under the 2003 Plan and 2014 Plan as of November 17, 2015 (all adjusted for the 7 - for - 1 stock sp
stock options under the 2003 Plan and 2014 Plan as of November 17, 2015; and two
times the number of shares subject to outstanding RSUs under the 2003 Plan and 2014 Plan as of November 17, 2015 (all adjusted for the 7 - for - 1
stock sp
stock split).
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.
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.
(l) Except as otherwise set forth in Schedule 2.7 (l) of the Disclosure Schedule, (i) the Company is not and will not be obligated to pay separation, severance, termination or similar benefits as a result of any of the transactions contemplated by this Agreement, nor will any such transactions accelerate the
time of payment or vesting, or increase the amount, of any benefit or other compensation due to any individual; and (ii) the transactions contemplated by this Agreement will not cause the Company to record additional compensation expense on its income statements with respect to any outstanding
Stock Option or other equity - based
award.
In August 2012, to create incentives for continued long - term success from the then - recently launched Model S program as well as from Tesla's then - planned Model X and Model 3 programs, and to further align executive compensation with increases in stockholder value, the Board granted to Mr. Musk a
stock option award to purchase 5,274,901 shares of Tesla's common stock (the «2012 CEO Performance Award»), representing 5 % of Tesla's total issued and outstanding shares at the time of g
award to purchase 5,274,901 shares of Tesla's common
stock (the «2012 CEO Performance
Award»), representing 5 % of Tesla's total issued and outstanding shares at the time of g
Award»), representing 5 % of Tesla's total issued and outstanding shares at the
time of grant.
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.
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.
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»).
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.
The Administrator determines the exercise price of
options and
stock appreciation rights at the
time the
award is granted.