N » Topics » Restricted Stock Units (RSUs)

This excerpt taken from the N DEF 14A filed Apr 13, 2009.

Restricted Stock Units (RSUs)

It is the Company’s philosophy that the appropriate mix of equity awards is necessary to compete in the current market. As stock prices fluctuate unexpectedly during this economic downturn, stock options no longer provide adequate incentives as the value of the options may remain deflated if the stock price does not increase. Therefore, for retention purposes and in order to be competitive with recent equity awards provided to executives at the Select Peer Group companies, the compensation committee added restricted stock units as an alternative form of equity compensation to our executive officers.

Generally, executive officers will receive an initial restricted stock unit grant when they first join us and be eligible for an annual restricted stock unit grant as part of the annual review process. An initial new hire restricted stock unit grant, with limited exceptions, vests over a four-year period with 25% vesting after one year

 

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of service and the remainder vesting 1/16th on each three month anniversary thereafter subject to continued service through the each vesting date. The annual restricted stock unit grant is generally granted in full at one time on an annual basis. These annual grants are generally subject to vesting based on the executive’s continued service with us but not subject to performance vesting criteria. Annual restricted stock unit grants generally vest at a rate of 1/16th per quarter.

Based on the factors described above, in fiscal 2008, we granted annual restricted stock units to our named executive officers as follows:

 

Named Executive Officer

   RSU (#)

Zachary Nelson

   75,000

Evan Goldberg

   50,000

James McGeever

   30,000

Timothy Dilley

   20,000

Dean Mansfield

   30,000
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