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This excerpt taken from the SMG DEF 14A filed Dec 19, 2008. Practices
Regarding Equity-Based Awards
In general, all employees are eligible to receive grants of
equity-based awards; however, the Compensation Committee
typically limits participation to the CEO, the NEOs and other
key management employees. The decision to include certain key
management employees in the annual equity-based awards is
reflective of competitive market practice and serves to reward
those individuals for their past and future positive impact on
our business results.
Grants of option awards
and/or stock
awards are typically approved on an annual basis at a regularly
scheduled meeting of the Compensation Committee. The grant date
is established as the date of the Compensation Committee action.
In certain instances, an equity-based award may be granted to a
new hire as of the later of the date such grant is approved by
the Compensation Committee or the date employment commences. The
Company does not have any program, plan or practice to time
annual equity-based awards to our executives in coordination
with the release of material non-public information.
The exercise price for each NSO is equal to the closing price of
the Common Shares on the grant date, as reported on NYSE. If the
grant date is not a trading day on NYSE, the exercise price is
equal to the closing price on the next succeeding trading day.
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