OC » Topics » Restricted Stock Awards

This excerpt taken from the OC 8-K filed Jun 2, 2009.

Restricted Stock Awards

The Company granted restricted stock awards and restricted stock units under its employee emergence equity program, Board of Director compensation plan, long-term incentive plan (“LTIP”) and officer appointment program. Compensation expense for restricted stock awards is measured based on the market price of the stock at date of grant and is recognized on a straight-line basis over the vesting period. Stock restrictions are subject to alternate vesting plans for death, disability, approved early retirement and involuntary termination, over various periods ending in 2011.

The Company granted restricted stock awards under its CEO appointment program in which the restricted stock awards vest solely upon fulfilling a market condition. The market condition allows for 20 percent of the total granted shares to vest on the day the Company’s stock price closes at or above each of five specified closing prices. The Company calculated the grant-date fair values, and derived service periods for each of the required closing price market conditions, using the Monte Carlo valuation model. Compensation expense for each stock price specified by the market condition is measured based on the individual grant-date fair values on a straight-line basis over the calculated derived service period. The program’s derived service periods expire over various periods ending in 2011.

A summary of the status of the Company’s plans that had restricted stock issued as of December 31, 2008, December 31, 2007 and December 31, 2006, and changes during the Successor years ended December 31, 2008 and December 31, 2007 and the Successor two months ended December 31, 2006 are presented below:

 

- 42 -


OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

 

19. STOCK COMPENSATION PLANS (continued)

 

     Successor
     Twelve Months Ended
December 31, 2008
   Twelve Months Ended
December 31, 2007
   Two Months Ended
December 31, 2006

Successor

   Number
of
Shares
    Weighted-
Average
Grant-
Date Fair
Value
   Number
of
Shares
    Weighted-
Average
Grant-
Date Fair
Value
   Number
of
Shares
    Weighted-
Average
Grant-
Date Fair
Value

Beginning Balance

   3,367,282     $ 29.57    3,030,150     $ 30.00    —      

Granted

   789,040     $ 19.85    502,833     $ 27.09    3,057,050     $ 30.00

Vested

   (32,400 )   $ 17.81    (2,600 )   $ 30.00    (500 )   $ 30.00

Forfeited

   (126,540 )   $ 29.54    (163,101 )   $ 30.00    (26,400 )   $ 30.00
                          

Ending Balance

   3,997,382     $ 27.75    3,367,282     $ 29.57    3,030,150     $ 30.00
                          

During the Successor years ended December 31, 2008 and 2007 and the Successor two months ended December 31, 2006, the Company recognized expense of $30 million, $39 million and $5 million, respectively, related to the Company’s restricted stock, of which $21 million, $28 million and $5 million, respectively, was recorded under the caption employee emergence equity program expense on the Consolidated Statements of Earnings (Loss). For the Successor year ended December 31, 2007, $3 million was recorded under the caption marketing and administrative expenses in the Consolidated Statements of Earnings (Loss) and $5 million was recorded as a reclassification of stock compensation to discontinued operations in the Consolidated Statements of Earnings (Loss). For the Successor year ended December 31, 2007 and the Successor two months ended December 31, 2006, less than $1 million and $3 million, respectively, were recorded as reclassification of restricted stock expense to restructuring. As of December 31, 2008, there was $28 million of total unrecognized compensation expense related to restricted stock, which is expected to be recognized over a weighted average period of 1.14 years. The total fair value of shares vested during each of the Successor years ended December 31, 2008 and 2007 and the Successor two months ended December 31, 2006 was less than $1 million.

These excerpts taken from the OC 10-K filed Feb 18, 2009.

Restricted Stock Awards

The Company granted restricted stock awards and restricted stock units under its employee emergence equity program, Board of Director compensation plan, long-term incentive plan (“LTIP”) and officer appointment program. Compensation expense for restricted stock awards is measured based on the market price of the stock at date of grant and is recognized on a straight-line basis over the vesting period. Stock restrictions are subject to alternate vesting plans for death, disability, approved early retirement and involuntary termination, over various periods ending in 2011.

The Company granted restricted stock awards under its CEO appointment program in which the restricted stock awards vest solely upon fulfilling a market condition. The market condition allows for 20 percent of the total granted shares to vest on the day the Company’s stock price closes at or above each of five specified closing prices. The Company calculated the grant-date fair values, and derived service periods for each of the required closing price market conditions, using the Monte Carlo valuation model. Compensation expense for each stock price specified by the market condition is measured based on the individual grant-date fair values on a straight-line basis over the calculated derived service period. The program’s derived service periods expire over various periods ending in 2011.

A summary of the status of the Company’s plans that had restricted stock issued as of December 31, 2008, December 31, 2007 and December 31, 2006, and changes during the Successor years ended December 31, 2008 and December 31, 2007 and the Successor two months ended December 31, 2006 are presented below:

 

Successor

   Successor
   Twelve Months
Ended

December 31, 2008
   Twelve Months
Ended

December 31, 2007
   Two Months
Ended
December 31, 2006
   Number
of
Shares
    Weighted-
Average
Grant-
Date Fair
Value
   Number
of
Shares
    Weighted-
Average
Grant-
Date Fair
Value
   Number
of
Shares
    Weighted-
Average
Grant-
Date Fair
Value

Beginning Balance

   3,367,282     $ 29.57    3,030,150     $ 30.00    —      

Granted

   789,040     $ 19.85    502,833     $ 27.09    3,057,050     $ 30.00

Vested

   (32,400 )   $ 17.81    (2,600 )   $ 30.00    (500 )   $ 30.00

Forfeited

   (126,540 )   $ 29.54    (163,101 )   $ 30.00    (26,400 )   $ 30.00
                          

Ending Balance

   3,977,382     $ 27.75    3,367,282     $ 29.57    3,030,150     $ 30.00
                          

During the Successor years ended December 31, 2008 and 2007 and the Successor two months ended December 31, 2006, the Company recognized expense of $30 million, $39 million and $5 million, respectively, related to the Company’s restricted stock, of which $21 million, $28 million and $5 million, respectively, was recorded under the caption employee emergence equity program expense on the Consolidated Statements of Earnings (Loss). For the Successor year ended December 31, 2007, $3 million was recorded under the caption marketing and administrative expenses in the Consolidated Statements of Earnings (Loss) and $5 million was recorded as a reclassification of stock compensation to discontinued operations in the Consolidated Statements of Earnings (Loss). For the Successor year ended December 31, 2007 and the Successor two months ended December 31, 2006, less than $1 million and $3 million, respectively, were recorded as reclassification of


Table of Contents

-134-

 

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

19.    STOCK COMPENSATION PLANS (continued)

 

restricted stock expense to restructuring. As of December 31, 2008, there was $28 million of total unrecognized compensation expense related to restricted stock, which is expected to be recognized over a weighted average period of 1.14 years. The total fair value of shares vested during each of the Successor years ended December 31, 2008 and 2007 and the Successor two months ended December 31, 2006 was less than $1 million.

Restricted Stock Awards

SIZE="2">The Company granted restricted stock awards and restricted stock units under its employee emergence equity program, Board of Director compensation plan, long-term incentive plan (“LTIP”) and officer appointment program.
Compensation expense for restricted stock awards is measured based on the market price of the stock at date of grant and is recognized on a straight-line basis over the vesting period. Stock restrictions are subject to alternate vesting plans for
death, disability, approved early retirement and involuntary termination, over various periods ending in 2011.

The Company granted restricted stock awards
under its CEO appointment program in which the restricted stock awards vest solely upon fulfilling a market condition. The market condition allows for 20 percent of the total granted shares to vest on the day the Company’s stock price closes at
or above each of five specified closing prices. The Company calculated the grant-date fair values, and derived service periods for each of the required closing price market conditions, using the Monte Carlo valuation model. Compensation expense for
each stock price specified by the market condition is measured based on the individual grant-date fair values on a straight-line basis over the calculated derived service period. The program’s derived service periods expire over various periods
ending in 2011.

A summary of the status of the Company’s plans that had restricted stock issued as of December 31, 2008, December 31,
2007 and December 31, 2006, and changes during the Successor years ended December 31, 2008 and December 31, 2007 and the Successor two months ended December 31, 2006 are presented below:

STYLE="font-size:12px;margin-top:0px;margin-bottom:0px"> 































































































































































































Successor

  Successor
  Twelve Months
Ended

December 31, 2008
  Twelve Months
Ended

December 31, 2007
  Two Months
Ended
SIZE="2">December 31, 2006
  Number
of
Shares
  Weighted-
Average
SIZE="2">Grant-
Date Fair
Value
  Number
of
Shares
  Weighted-
Average
SIZE="2">Grant-
Date Fair
Value
  Number
of
Shares
  Weighted-
Average
SIZE="2">Grant-
Date Fair
Value

Beginning Balance

  3,367,282  $29.57  3,030,150  $30.00  —    

Granted

  789,040  $19.85  502,833  $27.09  3,057,050  $30.00

Vested

  (32,400) $17.81  (2,600) $30.00  (500) $30.00

Forfeited

  (126,540) $29.54  (163,101) $30.00  (26,400) $30.00
               

Ending Balance

  3,977,382  $27.75  3,367,282  $29.57  3,030,150  $30.00
               

During the Successor years ended December 31, 2008 and 2007 and the Successor two months ended
December 31, 2006, the Company recognized expense of $30 million, $39 million and $5 million, respectively, related to the Company’s restricted stock, of which $21 million, $28 million and $5 million, respectively, was recorded under the
caption employee emergence equity program expense on the Consolidated Statements of Earnings (Loss). For the Successor year ended December 31, 2007, $3 million was recorded under the caption marketing and administrative expenses in the
Consolidated Statements of Earnings (Loss) and $5 million was recorded as a reclassification of stock compensation to discontinued operations in the Consolidated Statements of Earnings (Loss). For the Successor year ended December 31, 2007 and
the Successor two months ended December 31, 2006, less than $1 million and $3 million, respectively, were recorded as reclassification of






Table of Contents



-134-

 



OWENS CORNING AND SUBSIDIARIES

ALIGN="center">NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)



19.    STOCK COMPENSATION PLANS (continued)

STYLE="margin-top:0px;margin-bottom:0px"> 



restricted stock expense to restructuring. As of December 31, 2008, there was $28 million of total unrecognized compensation expense related to
restricted stock, which is expected to be recognized over a weighted average period of 1.14 years. The total fair value of shares vested during each of the Successor years ended December 31, 2008 and 2007 and the Successor two months ended
December 31, 2006 was less than $1 million.

This excerpt taken from the OC 10-K filed Feb 27, 2008.

Restricted Stock Awards

The Company granted restricted stock awards and restricted stock units under its employee emergence equity program, Board of Director compensation plan, and its long-term incentive plan (“LTIP”). Compensation expense for restricted stock awards is measured based on the market price of the stock at date of grant and is recognized on a straight-line basis over the vesting period. Stock restrictions are subject to alternate vesting plans for death, disability, approved early retirement and involuntary termination, over various periods ending in 2009.

A summary of the status of the Company’s plans that had restricted stock issued as of December 31, 2007 and December 31, 2006, and changes during the Successor year ended December 31, 2007 and Successor two months ended December 31, 2006, are presented below:

 

     Successor
     Twelve Months
Ended

December 31, 2007
   Two Months
Ended
December 31, 2006

Successor

   Number
of
Shares
    Weighted-
Average
Grant-
Date Fair
Value
   Number
of

Shares
    Weighted-
Average
Grant-
Date Fair
Value

Beginning Balance

   3,030,150     $ 30.00    —         —  

Restricted stock granted

   502,833     $ 27.09    3,057,050     $ 30.00

Restricted stock exercised

   (2,600 )   $ 30.00    (500 )   $ 30.00

Restricted stock forfeited

   (163,101 )   $ 30.00    (26,400 )   $ 30.00
                 

Ending Balance

   3,367,282     $ 29.57    3,030,150     $ 30.00
                 

During the Successor year ended December 31, 2007 and the Successor two months ended December 31, 2006, the Company recognized expense of $39 million and $5 million, respectively, related to the Company’s restricted stock, of which $28 million and $5 million, respectively, was recorded under the caption employee emergence equity program on the Consolidated Statements of Earnings (Loss). For the Successor year ended December 31, 2007, $3 million was recorded under the caption marketing and administrative expenses in the Consolidated Statements of Earnings (Loss) and $5 million was recorded as a reclassification of stock compensation to discontinued operations in the Consolidated Statements of Earnings (Loss). For the Successor year ended December 31, 2007 and the Successor two months ended December 31, 2006, less than $1 million and $3 million, respectively, were recorded as reclassification of restricted stock expense to restructuring. As of December 31, 2007 and 2006, there was $41 million and $68 million, respectively, of total unrecognized compensation expense related to restricted stock. As of December 31, 2007 and 2006 that cost is expected to be recognized over a weighted average period of 2.38 years and 2.83 years, respectively. The total fair value of shares vested during each the Successor year ended December 31, 2007 and the Successor two months ended December 31, 2006 was less than $1 million.

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