NTRI » Topics » Dividend Equivalents

This excerpt taken from the NTRI DEF 14A filed Apr 5, 2006.

Dividend Equivalents

The Compensation Committee may grant dividend equivalents to anyone eligible to participate in the Plan. Dividend equivalents are payable in cash or common stock and may be paid currently or accrued as contingent obligations. The terms and conditions of dividend equivalents are determined by the Compensation Committee. No dividend equivalents have been granted under the Plan.

Equity Awards.

The Compensation Committee may grant Equity Awards that are not stock options, SARs, stock awards, Units or dividend equivalents to anyone eligible to participate in the Plan. These grants will be based on or measured by our common stock and are payable in cash, common stock or any combination of cash and common stock. The terms and conditions for these grants will be determined by the Compensation Committee. No Equity Awards have been granted under the Plan.

Qualified-Performance Compensation. The Plan permits the Compensation Committee to impose and specify objective performance goals that must be met with respect to grants of stock awards, Units, dividend equivalents and Equity Awards to employees. The Compensation Committee will determine the performance periods for the performance goals. Forfeiture of all or part of any such grant will occur if the performance goals are not met, as determined by the Compensation Committee. Prior to, or soon after the beginning of, the performance period, the Compensation Committee will establish in writing the performance goals that must be met, the applicable performance periods, the amounts to be paid if the performance goals are met and any other conditions. If stock awards, Units, dividend equivalents or Equity Awards are measured with respect to the fair market value of our shares of common stock, not more than 1,500,000 shares may be granted to any employee for a performance period. If Units and Equity Awards are measured with respect to other criteria, the maximum amount that may be paid to an employee with respect to a performance period is $1,500,000.

The performance goals, to the extent designed to meet the requirements of Section 162(m) of the Code, will be based on one or more of the following measures applicable to the employee’s business unit or our and our subsidiaries’ performance as a whole, or a combination of the two: stock price, earnings per share, net earnings, operating earnings, return on assets, stockholder return, return on equity, growth in assets, unit volume, sales, market share, or strategic business criteria consisting of one or more objectives based on meeting specified revenue goals, market penetration goals, geographic business expansion goals, cost targets or goals relating to acquisitions or divestitures.

Deferrals. The Compensation Committee may permit or require grantees to defer receipt of the payment of cash or the delivery of shares of common stock that would otherwise be due to the grantee in connection with a grant under the Plan. The Compensation Committee will establish the rules and procedures applicable to any such deferrals.

Dissolution, Liquidation, Merger or Sale of Assets. In the event we are dissolved or liquidated, all outstanding grants will terminate immediately prior to the consummation of such action, unless the Compensation Committee determines otherwise.

In the event of the sale of all or substantially all of our assets, or the consummation of our merger with or into another corporation, the Compensation Committee may take any action as it deems desirable with respect to

 

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outstanding grants, including (i) providing that outstanding grants will be assumed or substituted by the successor corporation or a parent or subsidiary of the successor corporation, (ii) providing that outstanding stock options and SARs that are not exercisable as of the date of the transaction will become fully or partially exercisable prior to the transaction, (iii) providing that the restrictions and conditions on outstanding stock awards will lapse, (iv) providing that the holders of Units, dividend equivalents and Equity Awards will receive a payment in settlement of such grant in the amount and form determined by the Compensation Committee, (v) declaring that outstanding stock options and SARs will terminate to the extent not exercised prior to the transaction, or (vi) taking any other actions that the Compensation Committee deems appropriate consistent with the Plan.

Amendment and Termination of the Plan. The Compensation Committee or the Board may amend or terminate the Plan at any time, subject to stockholder approval if such approval is required under any applicable laws or stock exchange requirements. No grants may be issued under the Plan after May 11, 2010.

Grants Under the Plan. No grants have been awarded under the Plan with respect to shares of common stock that are subject to stockholder approval at the Annual Meeting. It is currently not possible to predict the number of shares of common stock that will be granted or who will receive any grants under the Plan after the Annual Meeting.

The last sales price of our common stock on March 27, 2006, was $43.44 per share.

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