|
|
 | | | |
- close
- close
- close
- close
This excerpt taken from the PBI DEF 14A filed Mar 27, 2008. Restricted Stock No awards of restricted stock were made to the named officers during 2007. Restricted stock is granted from time to time as part of the company’s management attraction, development, succession, and retention planning process. Time-based restricted shares granted to Messrs. Martin, Critelli and Nolop in 2003 vested on February 9, 2007. These restricted shares were granted for succession and retention purposes, and a portion of the value of the restricted shares granted to Messrs. Martin and Critelli (an aggregate of approximately $4.1 million) is not deductible as performance-based compensation under Section 162(m) of the Code. As we have previously disclosed, the company generally intends to comply with the requirements for full deductibility. The company does, however, reserve the right to pay compensation that may not be fully deductible if it determines that it is in the company’s best interest to do so. On April 5, 2004, Mr. Martin was awarded 20,000 shares of restricted stock that would become fully vested on the fourth anniversary of the grant date, April 5, 2008, so long as Mr. Martin remained an employee of the company and certain income from continuing operations performance criteria were achieved. The vesting of the restricted stock could be accelerated if certain performance criteria were met. At its February 13, 2006 meeting, the board of directors released the restrictions on 12,825 shares of Mr. Martin’s restricted stock. At its February 12, 2007 meeting, the board of directors released the restriction on 4,900 additional shares of Mr. Martin’s restricted stock. The remaining 2,275 shares will vest on April 5, 2008. The Committee may award restricted stock in the future with different restrictions, performance conditions, and terms as warranted by changing competitive conditions, retention and succession planning needs. In 2007, the company issued restricted stock units (or, rights to receive common stock of the company) in place of stock options to certain employees below the executive level (i.e., employees at the director level and below).
27 This excerpt taken from the PBI DEF 14A filed Apr 3, 2007. Restricted Stock. No awards of restricted stock were made to the named executive officers during 2006. Restricted stock is granted from time to time as part of the
company’s management development, succession, and retention planning process. Time-based restricted shares granted to Messrs. Critelli, Martin and Nolop in 2003 vested on February 9, 2007. On April 5, 2004, Mr. Martin was awarded 20,000 shares
of time-based restricted stock that would become fully vested on the fourth anniversary of the grant date, April 5, 2008, so long as Mr. Martin remained an employee of the company and certain income from continuing operations performance criteria
were achieved. The vesting of the time-based restricted stock could be accelerated if certain performance criteria were met. On February 13, 2006, the Committee determined that the income from continuing operations performance criteria, the
leadership development criteria and a portion of the 2004/2005 organic growth and EBIT targets were achieved. Organic growth is growth in our revenues excluding the effects of recently completed and future acquisitions and currency translation.
Adjusted EBIT is earnings before interest and taxes and is calculated by taking the adjusted net income result and adding back minority interest; interest net; and taxes. As a result of this determination, at its February 13, 2006 meeting, the board
of directors released the restrictions on 12,825 shares of Mr. Martin’s restricted stock. At its February 12, 2007 meeting, the board of directors released the restriction on 4,900 additional shares of
39 Mr. Martin’s restricted stock. The remaining 2,275 shares will vest on April 5, 2008. The Committee may award restricted stock in the future with different restrictions, performance conditions, and terms as warranted by changing competitive conditions, retention and succession planning needs. In 2006, the company issued restricted stock units in place of stock options to certain employees below the executive level (i.e., employees at the director level and below). The Committee’s decision to use restricted stock units for employees at the manager and director level was in response to market trends and an increased perceived value of restricted stock units by employees at these levels. | EXCERPTS ON THIS PAGE:
RELATED TOPICS for PBI: |
| |||||||
