CL » Topics » Restricted Stock Awards

This excerpt taken from the CL DEF 14A filed Mar 28, 2008.

Restricted Stock Awards

Like other Colgate executives, as CEO Mr. Mark was eligible for restricted stock awards under the performance-based LTGG Program. As discussed above, Mr. Mark’s target award opportunity under the LTGG Program is established in shares of common stock rather than a dollar amount. For 2007, his target award opportunity was 97,200 shares. As discussed above, the P&O Committee granted restricted

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stock awards to all participants in the LTGG Program for 2007 based on compound annual sales and earnings-per-share growth over the 2005 through 2007 measurement period. In February 2008, Mr. Mark qualified for an award of 101,007 shares of restricted stock, representing a pro-rated portion of 125% of target, which was paid in cash in accordance with plan terms given Mr. Mark’s retiree status. As in the case of all other executives, this award was above target as the Company exceeded its performance goals during the three-year period.

In 2003 and 2004, the P&O Committee conducted a comprehensive review of Mr. Mark’s compensation with the assistance of Towers Perrin, an outside compensation consultant. This review was occasioned by the expiration of Mr. Mark’s long-term (1997–2003) premium-priced stock option grant (see discussion under “Stock Options” below) and the consequent need to develop a new incentive plan for him. As a result of this review, the Board concluded that annual grants of restricted stock with a retention feature would be an appropriate form of compensation for Mr. Mark in light of Mr. Mark’s expected retirement in 2007 and the associated senior management transition.

Accordingly, in June 2007, the P&O Committee, with the concurrence of the other independent members of the Board, granted Mr. Mark a restricted stock award of 75,518 shares. Similar awards, described in prior years’ proxy statements, were made in 2004, 2005 and 2006. In making these awards, the P&O Committee wished to recognize Mr. Mark’s substantial continuing contributions to the Company and its desire to retain him during the ongoing senior management transition.

This excerpt taken from the CL DEF 14A filed Mar 30, 2007.

Restricted Stock Awards

Like the other Named Officers, Mr. Mark is eligible for restricted stock awards under the performance-based LTGG Program described above. As discussed above, Mr. Mark’s target award opportunity under the LTGG Program is established in shares of common stock rather than a dollar amount. For 2006, his target award opportunity was 97,200 shares. As discussed above, the P&O Committee granted restricted stock awards to all participants in the LTGG Program for 2006 based on sales and earnings-per-share growth over the 2004 through 2006 measurement period. In March 2007, Mr. Mark was granted 61,431 shares of restricted stock, or 63% of target. As in the case of all other executives, this award was substantially below target as the Company did not meet its performance goals in 2004, although its performance was strong in 2005 and 2006.

As noted above, in 2003 and 2004, the P&O Committee conducted a comprehensive review of Mr. Mark’s compensation with the assistance of Towers Perrin, an outside compensation consultant. This review was occasioned by the expiration of Mr. Mark’s long-term (1997-2003) premium-priced stock option grant (see discussion under “Stock Options” below) and the consequent need to develop a new incentive plan for him. As a result of this review, the Board concluded that annual grants of restricted stock with a retention feature would be an appropriate form of compensation for Mr. Mark in light of Mr. Mark’s expected retirement in the 2007 time frame and the associated senior management transition.

Accordingly, in September 2006, the P&O Committee, with the concurrence of the other independent members of the Board, granted Mr. Mark a restricted stock award of 164,779 shares. Similar awards, described in prior years’ proxy statements, were made in 2004 and 2005. In making these awards, the P&O Committee wished to recognize Mr. Mark’s substantial continuing contributions to the Company and its desire to retain him during the ongoing senior management transition. The awards were targeted by the P&O Committee to be competitive with CEOs of the Comparison Group and consistent with the Company’s strategy for incentive compensation described above.

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This excerpt taken from the CL DEF 14A filed Mar 31, 2006.
Restricted Stock Awards

       Like the other Designated Executives, Mr. Mark is eligible for restricted stock awards under the Long-Term Global Growth Program and the Restricted Stock Award Program adopted in 2004, both of which are described above. Mr. Mark's target award opportunity under the Long-Term Global Growth Program is established in shares of Common Stock rather than cash. For 2005, his target award opportunity was 97,200 shares. As discussed above, the P&O Committee granted restricted stock awards to Designated Executives and executive officers under the Long-Term Global Growth Program for 2005 based on sales and earnings-per-share growth over the 2003 through 2005 measurement period. Mr. Mark was granted 50,350 shares of restricted stock. As in the case of all other executives, this award was well below target. Mr. Mark did not receive a grant under the Restricted Stock Award Program.

       As noted above, in 2003 and 2004 the P&O Committee conducted a comprehensive review of Mr. Mark's compensation with the assistance of Towers Perrin, an independent consultant. Based on this review and further consideration, in September 2005, the Committee, with the concurrence of the other independent members of the Board, decided not to provide any stock options to Mr. Mark but to give him a restricted stock award of 187,074 shares. In making this award, the Committee wished to recognize Mr. Mark's substantial continuing contributions to the Company and their desire to retain him during the ongoing senior management transition. Accordingly, the award is forfeited if Mr. Mark terminates his employment with the Company prior to March 15, 2007 without the agreement of the Board. This incentive was targeted by the Committee to be competitive with CEOs of the Comparison Group and consistent with the Company's strategy for long-term incentives described above.

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This excerpt taken from the CL DEF 14A filed Mar 30, 2005.
Restricted Stock Awards

       Like the other Designated Executives, Mr. Mark is eligible for restricted stock awards under the Long-Term Global Growth Program and the Restricted Stock Award Program adopted in 2004, both of which are described above. Mr. Mark's target award opportunity under the Long-Term Global Growth Program is established in shares of Common Stock rather than cash. For the measurement period 2002 through 2004, it was 97,200 shares. As discussed above, the P&O Committee granted restricted stock awards to Designated Executives and executive officers under the Long-Term Global Growth Program for 2004 based on sales and earnings-per-share growth over the 2002 through 2004 measurement period. Mr. Mark was granted 55,890 shares of restricted stock for the 2002 through 2004 measurement period. This represents a 42% decrease in value from the prior year and was well below target. Mr. Mark did not receive a grant under the Restricted Stock Award Program.

       As noted above, in 2003 and 2004 the P&O Committee conducted a comprehensive review of Mr. Mark's compensation with the assistance of Towers Perrin, an independent consultant. Based on this review, in July 2004, the Committee, with the concurrence of the other independent members of the Board, decided not to provide any stock options to Mr. Mark but to give him a restricted stock award of 175,000 shares. In making this award, the Committee wished to recognize Mr. Mark's substantial continuing contributions to the Company and their desire to retain him during the ongoing senior management transition. Accordingly, the award is forfeited if Mr. Mark terminates his employment with the Company prior to March 15, 2007 without the agreement of the Board. This incentive was targeted by the Committee to be competitive with CEOs of the Comparison Group and consistent with the Company's strategy for long-term incentives described above.

   

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