The following table summarizes: (i) the outstanding number of options and awards
under the equity incentive plans; and (ii) the number of shares granted to directors, executive officers, and non-executive directors, as of March 1, 2018:
5,448,749 shares of common stock reserved as of May 15, 2010 for future issuance
under our equity incentive plans; and
To the extent that outstanding options are exercised, new options are granted
under our equity incentive plans or we issue additional shares of common stock in the future, there will be further dilution to the new investors participating in this offering.
After this offering, we will have an aggregate of shares of common stock authorized but unissued and not reserved for issuance
under our equity incentive plans, options granted to our founders or otherwise.
We also intend to register all shares of common stock that we may issue
under our equity incentive plans, including 5,448,749 shares reserved for future issuance
under our equity incentive plans as of May 15, 2010.
The exercise price of stock options granted
under our equity incentive plans is equal to the fair market value of FedEx's common stock on the date of grant.
LLC for a period of 180 days after the date of this prospectus, other than the shares of our Class A common stock to be sold hereunder and any shares of our Class A common stock issued upon the exercise of options granted
under our equity incentive plans.
You will experience additional dilution when those holding options exercise their right to purchase common stock
under our equity incentive plans, when RSUs vest and settle, when we issue restricted stock to our employees
under our equity incentive plans, or when we otherwise issue additional shares of our common stock.
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
the disposition of shares of common stock to us, or the withholding of shares of common stock by us, in a transaction exempt from Section 16 (b) of the Exchange Act solely in connection with the payment of taxes due with respect to the vesting or settlement of RSUs granted
under our equity incentive plans or pursuant to a contractual employment arrangement described elsewhere in this prospectus, insofar as such RSU is outstanding as of the date of this prospectus; 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;
Not exact matches
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 uni
Incentive Plan may consist of
incentive stock options, non-qualified stock options, stock appreciation rights (SAR), restricted stock grants, and restricted stock uni
incentive stock options, non-qualified stock options, stock appreciation rights (SAR), restricted stock grants, and restricted stock units (RSU).
We generally do not enter into severance arrangements with our named executive officers, and none of the
equity awards granted to the named executive officers
under Apple's
equity incentive plans provide for acceleration in connection with a change in control or a termination of employment, other than as noted below or in connection with death or disability.
As described
under «Item 4 — Approve the Amended and Restated Long - Term
Incentive Compensation
Plan» on page 88 of this proxy statement, the Board is proposing to amend the LTICP to permit grants of
equity awards to non-employee directors.
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.
2,816,100 shares of our Class A common stock issuable upon the exercise of options to purchase shares of our Class A common stock granted after September 30, 2015
under our 2015
Equity Incentive Plan, with an exercise price per share equal to the public offering price set forth on the cover page of the final prospectus for this offering;
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 Incent
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 Incent
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 IncentiveIncentive Plan.
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 table above does not include (i) 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 (x) 2,689,486 shares of Class A common stock issuable upon 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 — Director Compensation» and «Executive Compensation — New
Equity Awards,» and (y) 3,263,431 additional shares of Class A common stock reserved for future issuance and (ii) 24,269,792 shares of Class A common stock issuable to the Continuing SSE
Equity Owners upon redemption or exchange of their LLC Interests as described in «Certain Relationships and Related Party Transactions — SSE Holdings LLC Agreement.»
In addition, you may also experience additional dilution, or potential dilution, upon future
equity issuances to investors or to our employees and directors
under our 2015
Incentive Award Plan and any other equity incentive plans we m
Incentive Award
Plan and any other
equity incentive plans we m
incentive plans we may adopt.
Under the terms of our
equity incentive plans, the fair market value on the grant date is defined as the average of the high and low trading prices of FedEx's stock on the New York Stock Exchange on that day.
The vesting of all outstanding stock options
under the Long - Term
Equity Incentive Plan, including those held by our named executive officers, will accelerate if:
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.
We currently have a long - term
equity incentive plan: the 2012 Stock Purchase and Option Plan of Blue Buffalo Pet Products, Inc., or the 2012 Plan, which is described below under the heading «-- Equity Compensation and Stock Purchase Plans.&
equity incentive plan: the 2012 Stock Purchase and Option Plan of Blue Buffalo Pet Products, Inc., or the 2012 Plan, which is described below under the heading «-- Equity Compensation and Stock Purchase Plans.&ra
plan: the 2012 Stock Purchase and Option
Plan of Blue Buffalo Pet Products, Inc., or the 2012 Plan, which is described below under the heading «-- Equity Compensation and Stock Purchase Plans.&ra
Plan of Blue Buffalo Pet Products, Inc., or the 2012
Plan, which is described below under the heading «-- Equity Compensation and Stock Purchase Plans.&ra
Plan, which is described below
under the heading «--
Equity Compensation and Stock Purchase Plans.&
Equity Compensation and Stock Purchase
Plans.»
With an
Equity Incentive Plan you can specify the type of employees eligible to receive incentive stock options; the minimum price per share of stock an employee must pay if they are granted the right to purchase stock (even though the employee owns more than the maximum percentage defined in the plan); the timeframe within which stock options can be granted under the plan after its adoption or approval by shareholders; the total number of shares to be issued to employees; and the conditions and time period for the expiration of stock
Incentive Plan you can specify the type of employees eligible to receive incentive stock options; the minimum price per share of stock an employee must pay if they are granted the right to purchase stock (even though the employee owns more than the maximum percentage defined in the plan); the timeframe within which stock options can be granted under the plan after its adoption or approval by shareholders; the total number of shares to be issued to employees; and the conditions and time period for the expiration of stock opti
Plan you can specify the type of employees eligible to receive
incentive stock options; the minimum price per share of stock an employee must pay if they are granted the right to purchase stock (even though the employee owns more than the maximum percentage defined in the plan); the timeframe within which stock options can be granted under the plan after its adoption or approval by shareholders; the total number of shares to be issued to employees; and the conditions and time period for the expiration of stock
incentive stock options; the minimum price per share of stock an employee must pay if they are granted the right to purchase stock (even though the employee owns more than the maximum percentage defined in the
plan); the timeframe within which stock options can be granted under the plan after its adoption or approval by shareholders; the total number of shares to be issued to employees; and the conditions and time period for the expiration of stock opti
plan); the timeframe within which stock options can be granted
under the
plan after its adoption or approval by shareholders; the total number of shares to be issued to employees; and the conditions and time period for the expiration of stock opti
plan after its adoption or approval by shareholders; the total number of shares to be issued to employees; and the conditions and time period for the expiration of stock options.