CSS » Topics » Equity Ownership Policy as in Effect Prior to June 3, 2008

This excerpt taken from the CSS DEF 14A filed Jun 16, 2009.
Equity Ownership Policy as in Effect Prior to June 3, 2008
 
The Human Resources Committee adopted an equity ownership policy in June 2003. This section describes the equity ownership policy, as it was in effect in the early part of fiscal 2009, prior to being amended by the Human Resources Committee effective June 3, 2008. For further information on the policy as amended, see “Equity Ownership Policy as in Effect Since June 3, 2008” below.
 
Under our equity ownership policy as in effect immediately prior to the amendment effective June 3, 2008, if a named executive officer exercised a stock option, that officer would be required to hold the shares of CSS common stock received upon exercise for at least one year unless the value of the executive’s other holdings of CSS common stock on the last trading day prior to the date of sale had a value in excess of a specified multiple of the executive’s salary, as indicated in the following table:
 
         
Name
  Multiple  
 
Christopher J. Munyan
    2.0 x
Clifford E. Pietrafitta
    1.5 x
William G. Kiesling
    1.5 x
Scott M. Shea
    1.5 x
 
Exceptions from the policy were available for sales in an amount equal to 30 percent of the gain realized for tax purposes upon the exercise of a nonqualified stock option. This exception was designed to provide funds that would enable the executive to pay federal and state income taxes on the gain. In addition, the Human Resources Committee had the ability to grant an executive’s request to sell shares within the one-year period following exercise on a


22


Table of Contents

showing of hardship or if a decline in our stock price reduced the value of an executive’s stockholdings below the minimum level required under the policy. No such requests have ever been made by any of our named executive officers.
 
The policy provided that if an executive were to sell shares of our common stock in violation of the policy, the executive would not be eligible to receive any additional stock options or other equity compensation for a period of two years from the date of sale.
 
This excerpt taken from the CSS DEF 14A filed Jun 19, 2008.
Equity Ownership Policy as in Effect Prior to June 3, 2008
 
The Human Resources Committee adopted an equity ownership policy in June 2003. Effective January 1, 2008, the policy was amended to change certain administrative aspects of the policy and to adjust the required level of ownership for certain recipients of equity compensation grants. The required level of ownership did not change with respect to any of our named executive officers other than Mr. Shea, whose required level of ownership increased from a multiple of 1.0 times annual salary to a multiple of 1.5 times annual salary. The Human Resources Committee further amended the equity ownership policy in June 2008. For further information, see “Equity Ownership Policy as in Effect Since June 3, 2008” below.
 
Under our equity ownership policy as in effect immediately prior to the June 2008 amendment, if a named executive officer exercised a stock option, that officer would be required to hold the shares of CSS common stock received upon exercise for at least one year unless the value of the executive’s other holdings of CSS common stock on the last trading day prior to the date of sale had a value in excess of a specified multiple of the executive’s salary, as indicated in the following table:
 
         
Name
  Multiple  
 
Christopher J. Munyan
    2.0 x
Clifford E. Pietrafitta
    1.5 x
Scott M. Shea
    1.5 x
William G. Kiesling
    1.5 x
 
Exceptions from the policy were available for sales in an amount equal to 30 percent of the gain realized for tax purposes upon the exercise of a non-qualified stock option. This exception was designed to provide funds that would enable the executive to pay federal and state income taxes on the gain. In addition, the Human Resources Committee had the ability to grant an executive’s request to sell shares within the one year period following exercise on a showing of hardship or if a decline in our stock price reduced the value of an executive’s stockholdings below the minimum level required under the policy. No such requests have ever been made by any of our named executive officers.
 
The policy provided that if an executive were to sell shares of our common stock in violation of the policy, the executive would not be eligible to receive any additional stock options or other equity compensation for a period of two years from the date of sale.


31


 

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