|
|
 | | | |
- close
- close
- close
- close
| |||||||||
This excerpt taken from the XIDE DEF 14A filed Jul 27, 2006. Long Term
Incentives (Equity Compensation)
On August 30, 2005, the shareholders approved the 2004
Stock Incentive Plan (the “2004 Plan”) to provide
incentives and awards to certain employees, including the Chief
Executive Officer and other senior
Table of Contents
executive officers, directors and certain consultants. The types
of awards available under the 2004 Plan include options,
restricted shares and performance awards.
The 2004 Plan was created to align the interests of management
with the long-term interests of our shareholders and consistent
with the business strategy. For fiscal 2006, the Committee,
after review with an independent compensation consultant,
determined that an allocation of 25% options, 15% restricted
shares and 60% cash performance unit awards would provide the
appropriate balance of maximizing long-term shareholder value
with the goals of compensating executive officers, as well as
preserving shares in the 2004 Plan for future grants.
The amount of equity awards granted to each recipient is
determined after consultation with the Committees’
independent consultant and is based on company performance,
company standing in the market place, and competitive market
data. The value of awards granted under the 2004 Plan ranges
from 40% and 200% of the base compensation, depending on the
participant’s position.
Options
Pursuant to the 2004 Plan, 603,038 options (net of forfeitures)
were granted to executive officers in fiscal 2006, representing
68.2% of all options awarded. The options have a three-year
vesting period, with one-third of the options vesting on
November 29, 2006, one-third vesting on November 29,
2007 and the remaining one-third vesting on November 29,
2008. The option awards are valued using the Black-Scholes model
based on outside consultant review and determination of peer
companies and their volatility rates and the exercise price was
set at the
10-day
trailing average closing price of common stock immediately prior
to the grant date.
Restricted
Shares
Pursuant to the 2004 Plan, 246,654 restricted shares (net of
forfeitures) were approved for granting to executive officers in
fiscal 2006, representing 70.4% of all shares awarded. These
restricted shares have a five-year vesting period, with 20%
vesting on November 29 of each year from 2006 through 2010. The
number of restricted shares was based on a
10-day
trailing average closing price of the common stock immediately
prior to the grant date of the awards by the Board of Directors
upon recommendations from the Committee.
Performance
Awards
The 2004 Plan provides the Committee with the discretion to
grant performance awards to participants in the 2004 Plan.
Performance awards provide executives with the opportunity to
receive payments for meeting certain objective goals established
by the Committee during a specified performance period. For
fiscal 2006, the Board of Directors established targets based on
Consolidated EBITDA and Return on Net Assets payable upon
achievement of targets as of March 31, 2008.
|
| |||||||
