ACS » Topics » • Long Term Incentives - Our Stock Incentive Plans

This excerpt taken from the ACS DEF 14A filed Apr 14, 2009.
• Long Term Incentives — Our Stock Incentive Plans
 
We provide long-term incentive compensation through awards of stock options that generally vest over multiple years. Our equity compensation program is intended to align the interests of the participants, including our named executive officers, with those of our stockholders by creating an incentive for our named executive officers to maximize stockholder value. The equity compensation program also is designed to encourage our named executive officers to remain employed with ACS despite a very competitive labor market.
 
We granted stock options to our named executive officers in fiscal year 2008 under our 2007 Equity Incentive Plan. All proposed stock option grants to employees, including executive officers, are considered and, if deemed acceptable to the Compensation Committee, approved at a formal meeting of the Compensation Committee. Under the Company’s stock option grant policy adopted on May 25, 2006 and revised on January 22, 2007 (hereafter, our “Stock Option Grant Policy”), among other things: (i) a formal meeting to approve option grants to employees is held on August 15th of each year; (ii) a formal meeting to approve option grants to new hires, employees receiving a


21


Table of Contents

grant in connection with a promotion, or persons who become ACS employees as a result of an acquisition are to usually be held on the day prior to or the day of our regularly scheduled quarterly Board of Directors meeting; (iii) the date of the formal meeting at which a grant is approved is the option grant date; and (iv) the exercise price for each approved grant will not be less than the fair market value of a share of the Company’s Class A common stock on the date of grant which shall be determined by reference to the closing price for such stock on such date on the NYSE; provided that if a grant is made on a date when the NYSE is closed, then the fair market value of a share of the Company’s Class A common stock on the date of grant shall be determined by reference to the closing price for such stock on the last day prior to the stock option grant date on which the NYSE was open for trading activities.
 
On August 15, 2007, the Compensation Committee granted the following number of options to the named executive officers under the 2007 Equity Incentive Plan (with those options having a forfeiture provision in case a change in control occurred within six months after grant), with the understanding that no grants would likely be made to the named executive officers in 2008: 400,000 options to Lynn Blodgett; 200,000 to Tom Burlin and 150,000 to each of Kevin Kyser, John Rexford and Tom Blodgett. On August 15, 2008, the Compensation Committee granted no options to the named executive officers under the 2007 Equity Incentive Plan.
 
These excerpts taken from the ACS 10-K filed Apr 11, 2008.
• Long Term Incentives — Our Stock Incentive Plans
 
ACS provides long-term incentive compensation through awards of stock options that generally vest over multiple years. Our equity compensation program is intended to align the interests of the participants, including our named executive officers, with those of our stockholders by creating an incentive for our named executive officers to maximize stockholder value. The equity compensation program also is designed to encourage our named executive officers to remain employed with ACS despite a very competitive labor market.
 
We granted stock options to our officers in 2007 under our 1997 Stock Incentive Plan and, after approval by our stockholders on June 7, 2007, our 2007 Equity Incentive Plan. All proposed stock option grants to employees, including executive officers, are considered and, if deemed acceptable to the Compensation Committee, approved at a formal meeting of the Compensation Committee. Under the Company’s stock option grant policy adopted on May 25, 2006 and revised on January 22, 2007 (hereafter, our “Stock Option Grant Policy”), among other things: (i) a formal meeting to approve option grants to employees is held on August 15th of each year; (ii) a formal meeting to approve option grants to new hires, employees receiving a grant in connection with a promotion, or persons who become ACS employees as a result of an acquisition are to be held on the day prior to or the day of our regularly scheduled quarterly board meeting; (iii) the date of the formal meeting at which a grant is approved is the option grant date; and (iv) the exercise price for each approved grant shall not be less than the fair market value of a share of the Company’s Class A Common Stock on the date of grant which shall be determined by reference to the closing price for such stock on such date on the New York Stock Exchange; provided that if a grant is made on a date when the New York Stock Exchange is closed, then the fair market value of a share of the Company’s Class A Common Stock on the date of grant shall be determined by reference to the closing price for such stock on the last day on which the New York Stock Exchange was open for trading activities.
 
On August 15, 2006, the Compensation Committee granted 2,091,500 options to employees under the 1997 Stock Incentive Plan. Based on executive management’s recommendation, no stock option grants were made to corporate executive management pending substantive determination regarding corporate executive management’s actions in the matters related to the stock option investigation by the SEC and the grand jury subpoena issued by the United States District Court, Southern District of New York. However, the


5


 

Compensation Committee agreed to grant options to purchase 100,000 shares each to Ann Vezina, Chief Operating Officer, Commercial Solutions Group and Tom Burlin, Chief Operating Officer, Government Solutions Group, but those grants were delayed. The delay in the grants to Ms. Vezina and Mr. Burlin was necessary at the time because there were insufficient shares remaining in the 1997 Stock Incentive Plan to make the grants to Ms. Vezina and Mr. Burlin. Subsequent to August 15, 2006, a number of options granted under the 1997 Stock Incentive Plan terminated, thereby making certain options available to grant to other employees, including Ms. Vezina and Mr. Burlin as discussed below.
 
Because of the ongoing stock option investigation, we were unable to timely file our Annual Report on Form 10-K for the fiscal year ended June 30, 2006 and our Annual Meeting of Stockholders was delayed, and the regularly scheduled meeting of our Board of Directors that was to have occurred in November 2006 was focused solely on stock option investigation matters and any other matters for consideration were deferred. Under our stock option granting policy, the day prior to or the day of that regularly scheduled November 2006 Board meeting, the Compensation Committee could have granted options to new hires, employees receiving a grant in connection with a promotion, or persons who become ACS employees as a result of an acquisition. On the morning of December 9, 2006 the Compensation Committee met to discuss whether options, that were available under the 1997 Stock Incentive Plan should be granted to new hires, employees receiving a grant in connection with a promotion, or persons who became ACS employees as a result of an acquisition. After consideration of the fact that options would have been granted in November 2006, if the regularly scheduled Board meeting had not deferred consideration of matters other than the stock option investigation, the Compensation Committee granted options to purchase 692,000 shares to new hires, employees receiving a grant in connection with a promotion, or persons who become ACS employees as a result of an acquisition, with such grants including options to purchase 140,000 shares to Lynn Blodgett, who had been promoted to President and Chief Executive Officer; options to purchase 75,000 shares to John Rexford who had been promoted to Executive Vice President and Chief Financial Officer; and options to purchase 100,000 shares to each of Ann Vezina and Tom Burlin which grants were in recognition of their recent promotions to Chief Operating Officers of the Commercial and Government segments, respectively, and had been approved by the Compensation Committee on August 15, 2006 but were delayed until shares were available for grant.
 
During the December 9, 2006 Compensation Committee meeting, it was recognized that the grants made to Mr. Blodgett and Mr. Rexford were for a number of shares that were less than the number of shares that would have been normally granted to a new Chief Executive Officer and new Chief Financial Officer because of the limited number of options remaining available under the 1997 Stock Incentive Plan. The Compensation Committee noted that it should consider a future grant to supplement the number of options made in the earlier grant so that the aggregate number of shares granted to Mr. Blodgett and Mr. Rexford would be equal to the number that would normally be granted to a “new” Chief Executive Officer and “new” Chief Financial Officer. To accomplish this purpose, at a meeting on July 2, 2007, the Compensation Committee approved option grants (the “Grants”) to Lynn Blodgett to purchase 60,000 shares of the Company’s Class A Common Stock under the 2007 Equity Incentive Plan and to John Rexford to purchase 25,000 shares of the Company’s Class A Common Stock under the 2007 Equity Incentive Plan, subject to the waiver of the Stock Option Grant Policy by the Board of Directors as the grants were made outside of normal option approval dates set forth in the Policy, which occurred on July 9, 2007 and on which date the grants became effective.
 
• Long
Term Incentives — Our Stock Incentive
Plans



 



ACS provides long-term incentive compensation through awards of
stock options that generally vest over multiple years. Our
equity compensation program is intended to align the interests
of the participants, including our named executive officers,
with those of our stockholders by creating an incentive for our
named executive officers to maximize stockholder value. The
equity compensation program also is designed to encourage our
named executive officers to remain employed with ACS despite a
very competitive labor market.


 



We granted stock options to our officers in 2007 under our 1997
Stock Incentive Plan and, after approval by our stockholders on
June 7, 2007, our 2007 Equity Incentive Plan. All proposed
stock option grants to employees, including executive officers,
are considered and, if deemed acceptable to the Compensation
Committee, approved at a formal meeting of the Compensation
Committee. Under the Company’s stock option grant policy
adopted on May 25, 2006 and revised on January 22,
2007 (hereafter, our “Stock Option Grant Policy”),
among other things: (i) a formal meeting to approve option
grants to employees is held on
August 15th of
each year; (ii) a formal meeting to approve option grants
to new hires, employees receiving a grant in connection with a
promotion, or persons who become ACS employees as a result of an
acquisition are to be held on the day prior to or the day of our
regularly scheduled quarterly board meeting; (iii) the date
of the formal meeting at which a grant is approved is the option
grant date; and (iv) the exercise price for each approved
grant shall not be less than the fair market value of a share of
the Company’s Class A Common Stock on the date of
grant which shall be determined by reference to the closing
price for such stock on such date on the New York Stock
Exchange; provided that if a grant is made on a date when the
New York Stock Exchange is closed, then the fair market value of
a share of the Company’s Class A Common Stock on the
date of grant shall be determined by reference to the closing
price for such stock on the last day on which the New York Stock
Exchange was open for trading activities.


 



On August 15, 2006, the Compensation Committee granted
2,091,500 options to employees under the 1997 Stock Incentive
Plan. Based on executive management’s recommendation, no
stock option grants were made to corporate executive management
pending substantive determination regarding corporate executive
management’s actions in the matters related to the stock
option investigation by the SEC and the grand jury subpoena
issued by the United States District Court, Southern District of
New York. However, the





5





 






Compensation Committee agreed to grant options to purchase
100,000 shares each to Ann Vezina, Chief Operating Officer,
Commercial Solutions Group and Tom Burlin, Chief Operating
Officer, Government Solutions Group, but those grants were
delayed. The delay in the grants to Ms. Vezina and
Mr. Burlin was necessary at the time because there were
insufficient shares remaining in the 1997 Stock Incentive Plan
to make the grants to Ms. Vezina and Mr. Burlin.
Subsequent to August 15, 2006, a number of options granted
under the 1997 Stock Incentive Plan terminated, thereby making
certain options available to grant to other employees, including
Ms. Vezina and Mr. Burlin as discussed below.


 



Because of the ongoing stock option investigation, we were
unable to timely file our Annual Report on
Form 10-K
for the fiscal year ended June 30, 2006 and our Annual
Meeting of Stockholders was delayed, and the regularly scheduled
meeting of our Board of Directors that was to have occurred in
November 2006 was focused solely on stock option investigation
matters and any other matters for consideration were deferred.
Under our stock option granting policy, the day prior to or the
day of that regularly scheduled November 2006 Board meeting, the
Compensation Committee could have granted options to new hires,
employees receiving a grant in connection with a promotion, or
persons who become ACS employees as a result of an acquisition.
On the morning of December 9, 2006 the Compensation
Committee met to discuss whether options, that were available
under the 1997 Stock Incentive Plan should be granted to new
hires, employees receiving a grant in connection with a
promotion, or persons who became ACS employees as a result of an
acquisition. After consideration of the fact that options would
have been granted in November 2006, if the regularly scheduled
Board meeting had not deferred consideration of matters other
than the stock option investigation, the Compensation Committee
granted options to purchase 692,000 shares to new hires,
employees receiving a grant in connection with a promotion, or
persons who become ACS employees as a result of an acquisition,
with such grants including options to purchase
140,000 shares to Lynn Blodgett, who had been promoted to
President and Chief Executive Officer; options to purchase
75,000 shares to John Rexford who had been promoted to
Executive Vice President and Chief Financial Officer; and
options to purchase 100,000 shares to each of Ann Vezina
and Tom Burlin which grants were in recognition of their recent
promotions to Chief Operating Officers of the Commercial and
Government segments, respectively, and had been approved by the
Compensation Committee on August 15, 2006 but were delayed
until shares were available for grant.


 



During the December 9, 2006 Compensation Committee meeting,
it was recognized that the grants made to Mr. Blodgett and
Mr. Rexford were for a number of shares that were less than
the number of shares that would have been normally granted to a
new Chief Executive Officer and new Chief Financial Officer
because of the limited number of options remaining available
under the 1997 Stock Incentive Plan. The Compensation Committee
noted that it should consider a future grant to supplement the
number of options made in the earlier grant so that the
aggregate number of shares granted to Mr. Blodgett and
Mr. Rexford would be equal to the number that would
normally be granted to a “new” Chief Executive Officer
and “new” Chief Financial Officer. To accomplish this
purpose, at a meeting on July 2, 2007, the Compensation
Committee approved option grants (the “Grants”) to
Lynn Blodgett to purchase 60,000 shares of the
Company’s Class A Common Stock under the 2007 Equity
Incentive Plan and to John Rexford to purchase
25,000 shares of the Company’s Class A Common
Stock under the 2007 Equity Incentive Plan, subject to the
waiver of the Stock Option Grant Policy by the Board of
Directors as the grants were made outside of normal option
approval dates set forth in the Policy, which occurred on
July 9, 2007 and on which date the grants became effective.


 




This excerpt taken from the ACS DEF 14A filed Apr 11, 2008.
• Long Term Incentives — Our Stock Incentive Plans
 
ACS provides long-term incentive compensation through awards of stock options that generally vest over multiple years. Our equity compensation program is intended to align the interests of the participants, including our named executive officers, with those of our stockholders by creating an incentive for our named executive officers to maximize stockholder value. The equity compensation program also is designed to encourage our named executive officers to remain employed with ACS despite a very competitive labor market.
 
We granted stock options to our officers in 2007 under our 1997 Stock Incentive Plan and, after approval by our stockholders on June 7, 2007, our 2007 Equity Incentive Plan. All proposed stock option grants to employees, including executive officers, are considered and, if deemed acceptable to the Compensation Committee, approved at a formal meeting of the Compensation Committee. Under the Company’s stock option grant policy adopted on May 25, 2006 and revised on January 22, 2007 (hereafter, our “Stock Option Grant Policy”), among other things: (i) a formal meeting to approve option grants to employees is held on August 15th of each year; (ii) a formal meeting to approve option grants to new hires, employees receiving a grant in connection with a promotion, or persons who become ACS employees as a result of an acquisition are to be held on the day prior to or the day of our regularly scheduled quarterly board meeting; (iii) the date of the formal meeting at which a grant is approved is the option grant date; and (iv) the exercise price for each approved grant shall not be less than the fair market value of a share of the Company’s Class A Common Stock on the date of grant which shall be determined by reference to the closing price for such stock on such date on the New York Stock Exchange; provided that if a grant is made on a date when the New York Stock Exchange is closed, then the fair market value of a share of the Company’s Class A Common Stock on the date of grant shall be determined by reference to the closing price for such stock on the last day on which the New York Stock Exchange was open for trading activities.
 
On August 15, 2006, the Compensation Committee granted 2,091,500 options to employees under the 1997 Stock Incentive Plan. Based on executive management’s recommendation, no stock option grants were made to corporate executive management pending substantive determination regarding corporate executive management’s actions in the matters related to the stock option investigation by the SEC and the grand jury subpoena issued by the United States District Court, Southern District of New York. However, the Compensation Committee agreed to grant options to purchase 100,000 shares each to Ann Vezina, Chief Operating Officer, Commercial Solutions Group and Tom Burlin, Chief Operating Officer, Government Solutions Group, but those grants were delayed. The delay in the grants to Ms. Vezina and Mr. Burlin was necessary at the time because there were insufficient shares remaining in the 1997 Stock Incentive Plan to make the grants to Ms. Vezina and Mr. Burlin. Subsequent to August 15, 2006, a number of options granted under the 1997 Stock Incentive Plan terminated, thereby making certain options available to grant to other employees, including Ms. Vezina and Mr. Burlin as discussed below.
 
Because of the ongoing stock option investigation, we were unable to timely file our Annual Report on Form 10-K for the fiscal year ended June 30, 2006 and our Annual Meeting of Stockholders was delayed, and the regularly scheduled meeting of our Board of Directors that was to have occurred in November 2006 was focused solely on stock option investigation matters and any other matters for consideration were deferred. Under our stock option granting policy, the day prior to or the day of that regularly scheduled November 2006 Board meeting, the Compensation Committee could have granted options to new hires, employees receiving a grant in connection with a promotion, or persons who become ACS employees as a result of an acquisition. On the morning of December 9, 2006 the Compensation Committee met to discuss whether options, that were available under the 1997 Stock Incentive Plan should be granted to new hires, employees receiving a grant in connection with a promotion, or persons who became ACS employees as a result of an acquisition. After consideration of the fact that options would have been granted in November 2006, if the regularly scheduled Board meeting had not deferred consideration of matters other than the stock option investigation, the Compensation Committee granted options to purchase 692,000 shares to new hires, employees receiving a grant in connection with a promotion, or persons who become ACS employees as a result of an acquisition, with such grants including options to purchase 140,000 shares to Lynn Blodgett, who had been promoted to President and Chief Executive Officer; options to purchase 75,000 shares to John Rexford who had been promoted to Executive Vice President and Chief Financial Officer; and options to purchase 100,000 shares to each of Ann Vezina and Tom Burlin which grants were in recognition of their recent promotions to Chief Operating Officers of the Commercial and Government segments, respectively, and had been approved by the Compensation Committee on August 15, 2006 but were delayed until shares were available for grant.


27


Table of Contents

During the December 9, 2006 Compensation Committee meeting, it was recognized that the grants made to Mr. Blodgett and Mr. Rexford were for a number of shares that were less than the number of shares that would have been normally granted to a new Chief Executive Officer and new Chief Financial Officer because of the limited number of options remaining available under the 1997 Stock Incentive Plan. The Compensation Committee noted that it should consider a future grant to supplement the number of options made in the earlier grant so that the aggregate number of shares granted to Mr. Blodgett and Mr. Rexford would be equal to the number that would normally be granted to a “new” Chief Executive Officer and “new” Chief Financial Officer. To accomplish this purpose, at a meeting on July 2, 2007, the Compensation Committee approved option grants (the “Grants”) to Lynn Blodgett to purchase 60,000 shares of the Company’s Class A Common Stock under the 2007 Equity Incentive Plan and to John Rexford to purchase 25,000 shares of the Company’s Class A Common Stock under the 2007 Equity Incentive Plan, subject to the waiver of the Stock Option Grant Policy by the Board of Directors as the grants were made outside of normal option approval dates set forth in the Policy, which occurred on July 9, 2007 and on which date the grants became effective.
 
Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki