PDLI » Topics » Annual Incentive Grants

This excerpt taken from the PDLI DEF 14A filed Apr 24, 2009.

Annual Incentive Grants

In addition to new hire option grants, our employees, including our officers, were eligible to receive annual equity awards, which were granted mid-year. Our annual stock option and restricted stock grants were, on average, approximately half the size of the grants that would otherwise have been made to a new hire of the same salary grade, although an employee’s individual performance affected the actual size of the grant, with higher performers receiving larger awards and lower performers receiving smaller or no awards. The goal of our annual

 

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equity incentive grant was to provide officers and employees with incentives to improve corporate performance and to remain with the Company.

We allocated between stock options and restricted stock awards to our employees and officers on a case-by-case basis with awards weighted to either stock options or restricted stock for individual officers or employees based on our Compensation Committee’s assessment in individual cases of the relative motivational impact of the respective types of equity and consistent with our Compensation Committee’s goal to minimize dilution of stockholders. Our Compensation Committee determined the number of option shares or shares of restricted stock to be granted to each individual employee or officer based on a review of:

 

   

The employee’s or officer’s position at the Company;

 

   

His or her individual performance;

 

   

The number of unvested stock options and restricted shares held by the officer or employee;

 

   

The amount by which the employee’s or officer’s stock options were “in the money,” that is the extent to which the current market price exceeded the exercise price of such stock options; and

 

   

Other factors, including independent equity compensation survey data.

Our annual stock option grants had an exercise price equal to the closing price of our common stock on the date of grant and vested with respect to 1/48 of the shares subject to the option on a monthly basis after the grant date. Annual restricted stock grants vested annually with respect to 25% of the shares subject to the grant.

This excerpt taken from the PDLI DEF 14A filed Apr 29, 2008.

Annual Incentive Grants

        In addition to new hire option grants, we have historically granted employees, including our officers, mid-year stock option awards. In 2005, we granted certain executive officers restricted stock awards in lieu of mid-year stock option awards. In 2006, our mid-year awards to certain executive officers consisted of a mix of restricted stock awards and stock option awards. Our mid-year stock option and restricted stock grants tend to be on average approximately half the size of the grants that would otherwise be made to a new hire of the same salary grade, although an employee's individual performance affects the actual size of the grant with higher performers receiving larger awards and lower performers receiving smaller or no awards. The goal of our annual equity incentive grant is to provide officers and employees with continued incentives to improve corporate performance and continuing retention benefits.

        We allocate between stock options and restricted stock awards to our executive officers on a case-by-case basis with awards weighted to either stock options or restricted stock for individual officers or employees based on our Compensation Committee's assessment in individual cases of the relative motivational impact of the respective types of equity and consistent with our Compensation Committee's goal to minimize dilution of stockholders. Our Compensation Committee determines the number of option shares or shares of restricted stock to be granted to each individual officer based on a review of:

    The officer's position at the Company,

    His or her individual performance,

    The number of unvested stock options and restricted shares held by the officer,

    The amount that the officer's stock options are "in the money," that is the extent to which the current market price exceeds the exercise price of the officers stock options, and

    Other factors, including independent equity compensation survey data.

        Our mid-year stock option grants have an exercise price equal to the closing price of our common stock on the date of grant and vest with respect to 1/48 of the shares subject to the option on a monthly basis after the grant date. Mid-year restricted stock grants vest annually with respect to 25% of the shares subject to the grant.

        In August 2007, our Compensation Committee made annual grants of stock options to our executive officers based on the above criteria.

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This excerpt taken from the PDLI DEF 14A filed May 17, 2007.

Annual Incentive Grants

In addition to new hire option grants, we also grant employees, including our officers, mid-year stock option awards and, since 2005 with respect to our executive officers, restricted stock awards. In the past four years, our Compensation Committee has made these grants at the regularly scheduled meeting of our Compensation Committee in July, and we expect to continue a similar practice of making our mid-year grants shortly after our annual stockholders meeting. Our mid-year stock option and restricted stock grants tend to be on average approximately half the size of the grants that would otherwise be made to a new hire of the same salary grade, although an employee’s individual performance affects the actual size of the grant with higher performers receiving larger awards and lower performers receiving smaller or no awards. The goal of our annual equity incentive grant is to provide officers and employees with continued incentives to improve corporate performance and continuing retention benefits. We allocate between stock options and restricted stock awards to our executive officers on a case-by-case basis with awards weighted to either stock options or restricted stock for individual officers or employees based on our Compensation Committee’s assessment in individual cases of the relative motivational impact of the respective types of equity and consistent with our Compensation Committee’s goal to minimize dilution of stockholders. Our Compensation Committee determines the number of option shares or shares of restricted stock to be granted to each individual officer based on a review of:

 

   

The officer’s position at the Company,

 

   

His or her individual performance,

 

   

The number of unvested stock options and restricted shares held by the officer,

 

   

The amount that the officer’s stock options are “in the money,” that is the extent to which the current market price exceeds the exercise price of the officers stock options, and

 

   

Other factors, including independent equity compensation survey data.

Our mid-year stock option grants have an exercise price equal to the closing price of our common stock on the date of grant and vest with respect to 1/48 of the shares subject to the option on a monthly basis after the grant date. Restricted stock grants vest annually with respect to 25% of the shares subject to the grant.

 

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In July 2006, our Compensation Committee made annual grants of restricted stock and stock options to our executive officers based on the above criteria. Our Compensation Committee and Board recommended a grant of restricted stock and stock options to Mr. McDade in July 2006, but Mr. McDade declined to accept the grants because of the performance of the market price of our common stock from the start of 2006. Our Compensation Committee accepted Mr. McDade’s decision and no restricted stock or stock options were granted to Mr. McDade in 2006. Our Compensation Committee plans to consider annual equity grants to executive officers in mid-2007.

This excerpt taken from the PDLI 10-K filed Apr 30, 2007.

Annual Incentive Grants

In addition to new hire option grants, we also grant employees, including our officers, mid-year stock option awards and, since 2005 with respect to our executive officers, restricted stock awards. In the past four years, our Compensation Committee has made these grants at the regularly scheduled meeting of our Compensation Committee in July, and we expect to continue a similar practice of making our mid-year grants shortly after our annual stockholders meeting. Our mid-year stock option and restricted stock grants tend to be on average approximately half the size of the grants that would otherwise be made to a

 

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new hire of the same salary grade, although an employee’s individual performance affects the actual size of the grant with higher performers receiving larger awards and lower performers receiving smaller or no awards. The goal of our annual equity incentive grant is to provide officers and employees with continued incentives to improve corporate performance and continuing retention benefits. We allocate between stock options and restricted stock awards to our executive officers on a case-by-case basis with awards weighted to either stock options or restricted stock for individual officers or employees based on our Compensation Committee’s assessment in individual cases of the relative motivational impact of the respective types of equity and consistent with our Compensation Committee’s goal to minimize dilution of stockholders. Our Compensation Committee determines the number of option shares or shares of restricted stock to be granted to each individual officer based on a review of:

 

   

The officer’s position at the Company,

 

   

His or her individual performance,

 

   

The number of unvested stock options and restricted shares held by the officer,

 

   

The amount that the officer’s stock options are “in the money,” that is the extent to which the current market price exceeds the exercise price of the officers stock options, and

 

   

Other factors, including independent equity compensation survey data.

Our mid-year stock option grants have an exercise price equal to the closing price of our common stock on the date of grant and vest with respect to 1/48 of the shares subject to the option on a monthly basis after the grant date. Restricted stock grants vest annually with respect to 25% of the shares subject to the grant.

In July 2006, our Compensation Committee made annual grants of restricted stock and stock options to our executive officers based on the above criteria. Our Compensation Committee and Board recommended a grant of restricted stock and stock options to Mr. McDade in July 2006, but Mr. McDade declined to accept the grants because of the performance of the market price of our common stock from the start of 2006. Our Compensation Committee accepted Mr. McDade’s decision and no restricted stock or stock options were granted to Mr. McDade in 2006. Our Compensation Committee plans to consider annual equity grants to executive officers in mid-2007.

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