MCK » Topics » Equity Compensation

This excerpt taken from the MCK DEF 14A filed Jun 15, 2009.
Equity Compensation
 
Each July, non-employee directors receive an automatic annual grant of RSUs with an approximate value as of the grant date equal to $150,000. The actual number of RSUs under the grant is determined by dividing $150,000 by the closing price of the Company’s common stock on the grant date (with any fractional unit rounded up to the nearest whole unit); provided, however, that the number of units granted in any annual grant will in no event exceed 5,000 units, in accordance with the requirements of our 2005 Stock Plan.
 
The RSUs granted to non-employee directors vest immediately. If a director meets the director stock ownership guidelines (currently $300,000 in shares and share equivalents), then the director will, on the grant date, receive the shares underlying the RSU grant, unless the director elects to defer receipt of the shares. The determination of whether a director meets the director stock ownership guidelines is made as of the last day of the deferral election period preceding the applicable RSU grant. If a non-employee director has not met the stock ownership guidelines as of the last day of such deferral election period, then the shares underlying the RSU grant will be automatically deferred until after the director’s separation from service.
 
Recipients of RSUs are entitled to dividend equivalents at the same dividend rate applicable to the Company’s common stockholders, which is currently set at $0.12 per share each quarter. For our directors, dividend equivalents on the RSUs are credited quarterly to an interest bearing cash account and are not distributed until the shares underlying the RSU award are released to the director. Interest accrues on directors’ credited dividend equivalents at the same rate used for the Company’s DCAP III, which for calendar year 2009 was set at 8.0% per annum.
 
This excerpt taken from the MCK DEF 14A filed Jun 23, 2008.
Equity Compensation
 
Each July, beginning in 2007, non-employee directors receive an automatic annual grant of RSUs with an approximate value as of the grant date equal to $150,000. The actual number of RSUs under the grant is determined


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by dividing $150,000 by the closing price of the Company’s common stock on the grant date (with any fractional unit rounded up to the nearest whole unit). For annual RSU awards made prior to July 2007, non-employee directors received 2,500 units.
 
The RSUs granted to non-employee directors vest immediately. For annual RSU grants made prior to the July 2008 Annual Meeting of Stockholders, receipt of the underlying stock is deferred until such time as the director leaves the Board. At its meeting in July 2007, the Board determined that if a director meets the director stock ownership guidelines (currently $300,000 in shares and share equivalents), the director will, on the grant date, receive the shares underlying the RSU grant unless the director elects to defer receipt of the shares.
 
Recipients of RSUs are entitled to dividend equivalents at the same dividend rate applicable to the Company’s common stockholders. For our directors, dividend equivalents on the RSUs are credited quarterly to an interest bearing cash account and are not distributed until the director leaves the Board. Interest accrues on directors’ credited dividend equivalents at the same rate used for the Company’s DCAP III, which for calendar years 2007 and 2008 was set at 8.0% per annum.
 

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