WMS » Topics » Restricted Stock Grants

This excerpt taken from the WMS 10-K filed Aug 28, 2008.

Restricted Stock Grants

 

Upon the recommendation of our Compensation Committee, our Board of Directors has, on occasion, granted restricted stock to our employees, officers, or directors to motivate them to devote their full energies to our success, to reward them for their services and to align their interests with the interests of our stockholders.

 

Under the Plan, participants may be granted restricted stock, representing an unfunded, unsecured right, which is nontransferable except in the event of death of the participant, to receive shares of our common stock on the date specified in the participant’s award agreement. The restricted stock granted under this plan is subject to vesting generally occurring equally over three to five years on the grant-date anniversary. Compensation expense is recognized on a straight-line basis over the vesting period for the entire award. Restricted stock activity was as follows:

 

     Restricted
Stock
Shares
    Weighted
Average
Grant-
Date Fair
Value(1)

Nonvested balance at June 30, 2007

   0.3     $ 23.09

Granted

   0.2       30.65

Vested

   (0.2 )     21.75
        

Nonvested balance at June 30, 2008

   0.3     $ 27.60
        

 

(1)

For restricted stock, grant-date fair value is equal to the closing market price of a share of our common stock on the grant date.

 

As of June 30, 2008, there was $6.8 million of total restricted share compensation expense related to nonvested awards not yet recognized, which is expected to be recognized over a weighted average period of 2.6 years.

 

This excerpt taken from the WMS 10-K filed Aug 29, 2007.

Restricted Stock Grants

 

Upon the recommendation of our Compensation Committee, our Board of Directors has, on occasion, granted restricted stock to our employees, officers, or directors to motivate them to devote their full energies to our success, to reward them for their services and to align their interests with the interests of our stockholders.

 

Under the Plan, participants may be granted restricted stock, representing an unfunded, unsecured right, which is nontransferable except in the event of death of the participant, to receive WMS common shares on the date specified in the participant’s award agreement. The restricted stock granted under this plan is subject to vesting generally occurring equally over three to five years on the grant-date anniversary. Compensation expense is recognized on a straight-line basis over the vesting period for the entire award. Restricted stock activity was as follows:

 

     Restricted
Stock
Shares
    Weighted
Average
Grant-
Date Fair
Value(1)

Nonvested balance at June 30, 2006

   0.2     $ 20.47

Granted

   0.2       24.74

Vested

   (0.2 )     19.83
        

Nonvested balance at June 30, 2007

   0.2     $ 25.24
        
 
  (1)

For restricted stock, grant-date fair value is equal to the closing market price of a share of WMS common stock on the grant date.

 

As of June 30, 2007, there was $6.0 million of total restricted share compensation expense related to nonvested awards not yet recognized, which is expected to be recognized over a weighted average period of 2.1 years.

 

This excerpt taken from the WMS 10-K filed Sep 11, 2006.

Restricted Stock Grants

 

Upon the recommendation of our Compensation Committee, our Board of Directors has, on occasion, granted restricted stock to our employees, officers, or directors to motivate them to devote their full energies to our success, to reward them for their services and to align their interests with the interests of our stockholders.

 

Under the Plan, participants may be granted restricted stock, representing an unfunded, unsecured right, which is nontransferable except in the event of death of the participant, to receive a WMS common share on the date specified in the participant’s award agreement. The restricted stock granted under this plan is subject to vesting generally occurring equally over three to five years on the grant-date anniversary. Compensation expense is recognized on a straight-line basis over the vesting period for the entire award. Restricted stock activity was as follows:

 

     Restricted
Stock
Shares


    Weighted
Average
Grant-
Date Fair
Value(1)


Nonvested balance at June 30, 2005

   0.3     $ 30.70

Granted

   —         —  

Vested

   (0.1 )     30.60

Forfeited

   —         —  
    

 

Nonvested balance at June 30, 2006

   0.2     $ 30.70
    

 

 
  (1) For restricted stock, grant-date fair value is equal to the closing market price of a share of WMS common stock on the grant date.

 

As of June 30, 2006, there was $4.6 million of total restricted share compensation expense related to nonvested awards not yet recognized, which is expected to be recognized over a weighted average period of 1.8 years.

 

This excerpt taken from the WMS 10-K filed Sep 9, 2005.

Restricted Stock Grants

 

Upon the recommendation of our Compensation Committee, we have, on occasion, granted restricted stock to our employees, officers, directors or consultants to motivate them to devote their full energies to our success, to reward them for their services and to align their interests with the interests of our stockholders.

 

In June 2003, our Compensation Committee approved the award of 29,912 restricted shares with a weighted average fair value at grant date of $17.05 per share to certain executive officers of the Company. The grant was made in consideration of their time and efforts in the oversight of the implementation of our technology improvement plan. The restricted shares vested on June 11, 2004.

 

On May 10, 2004, our Compensation Committee approved the award of 52,312 shares of restricted stock with a weighted average fair value at grant date of $28.73 per share to certain executive officers and other key personnel in lieu of any cash bonuses for fiscal 2004. The restricted shares vested on May 10, 2005.

 

On December 9, 2004, the Board of Directors approved the award of 276,848 shares of restricted stock, with a weighted average fair value at grant date of $30.49 or $8.4 million in the aggregate, including 84,913 shares to our non-employee Chairman of the Board of Directors and 134,435 shares to certain executive officers under the Plan, subject to the individual’s continued involvement with WMS. The restricted stock awards are not performance based and vest equally over a three-year period ending in December 2007. In addition, on June 16, 2005, the Board of Directors approved the award of 18,000 shares of restricted stock, with a weighted average fair value at grant date of $33.90 or $0.6 million. Under these restricted grants, grantees are entitled to any cash dividends and to vote their shares, but may not sell or transfer their shares during the vesting period.

 

Upon approval of the Plan, the Board of Directors established a long-term incentive plan to attract and retain executives, other key employees, non-employee directors and key consultants of high quality as these personnel

 

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will be essential to our growth and success. Under the Plan the participants, including the executive officers, receive an annual stock option grant and grant of equity-based performance units. On January 7, 2005, the Board of Directors approved the fiscal 2005 equity grants, including 52,164 stock-based performance units under the Plan to certain participants, including 33,863 shares to our executive officers. The stock-based performance units contain performance goals set by the Board of Directors based on our levels of total revenue and free cash flow over the thirty-month period ending June 30, 2007. The number of shares of stock awarded to participants is dependent upon the achievement of the performance goals and the extent to which each goal is achieved or exceeded and can result in shares being issued up to 200% of the targeted number of shares under each grant.

 

On June 16, 2005, the Board of Directors approved 68,204 equity-based performance units for the fiscal 2006 grant under the Plan, including 36,750 units to our executive officers. The stock-based performance units contain performance goals set by the Board of Directors based on the levels of our total revenue and free cash flow over the thirty-six month period ending June 30, 2008. The number of shares of stock awarded to participants is dependent upon the achievement of the performance goals and on the extent to which each goal is achieved or exceeded and can result in shares being issued up to 200% of the targeted number of shares under each grant.

 

On June 16, 2005, non-management members of the Board of Directors were awarded an aggregate of 26,552 units of deferred stock under the Plan coupled with an aggregate of 60,400 stock options. The deferred stock units vest immediately and our common stock is issued upon the directors leaving the Board. Grantees are not entitled to vote their units or to receive cash dividends, but they are entitled to receive make whole payments on any declared and paid cash dividends on our common stock.

 

At June 30, 2005, 5.4 million shares of common stock were reserved for possible future issuance under our Plan, relating to outstanding stock options, unvested restricted stock, performance contingent restricted units and deferred stock units, including 4.1 million shares of common stock subject to outstanding options at a weighted average exercise price of $23.25 and 0.7 million shares of common stock available for future issuance under our Plan.

 

The average exercise price of outstanding options at September 1, 2005 was approximately $23.28 per share. Of the 4.1 million options outstanding on September 1, 2005, 1.8 million were held by our executive officers and directors.

 

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