|
|
 | | | |
- close
- close
- close
- close
This excerpt taken from the WDC DEF 14A filed Sep 28, 2009. Equity-Based
Awards
Each stock option and restricted stock unit award reported in
the “Fiscal 2009 Grants of Plan-Based Awards Table”
was granted by the Compensation Committee under, and is subject
to, the terms of our 2004 Performance Incentive Plan. The Board
of Directors has delegated general administrative authority for
the 2004 Performance Incentive Plan to the Compensation
Committee. The Compensation Committee has broad authority under
the 2004 Performance Incentive Plan with respect to awarding
grants, including to select participants and determine the type
of award they are to receive, to determine the number of shares
that are to be subject to awards and the terms and conditions of
awards, to accelerate or extend the vesting or exercisability or
extend the term of any or all outstanding awards, to make
certain adjustments to an outstanding award and to authorize the
conversion, succession or substitution of an award upon the
occurrence of certain corporate events such as reorganizations,
mergers and stock splits, and to make provision for the payment
of the purchase price of an award (if any) and ensure that any
tax withholding obligations incurred in respect of awards are
satisfied.
Stock Options. Each stock option reported in
the “Fiscal 2009 Grants of Plan-Based Awards Table”
has a per-share exercise price equal to the closing market price
of a share of our common stock on the grant date as reported on
the composite tape for securities listed on the New York Stock
Exchange. In addition, each stock option granted to our named
executive officers in fiscal 2009 vests 25% on the first
anniversary of its grant date and 6.25% at the end of each
three-month period thereafter until the stock option is fully
vested on the fourth anniversary of its grant.
Once vested, each stock option will generally remain exercisable
until its normal expiration date. Stock options granted during
fiscal 2009 expire on the seventh anniversary of their grant
date. Outstanding options, however, may terminate earlier in
connection with the termination of the named executive
officer’s employment with us. In the event an
executive’s employment terminates, stock options granted to
the
Table of Contents
executive will generally remain exercisable until the earlier to
occur of three months following the executive’s severance
date or the expiration date of the stock options, except that
all outstanding stock options held by an executive will
terminate immediately in the event the executive’s
employment is terminated for cause. Subject to the earlier
expiration of the stock options, stock options granted to the
named executive officer will remain exercisable for a longer
period upon the occurrence of specified events, as follows: one
year in the event the executive ceases to be an employee due to
his total disability; three years in the event of the
executive’s death; and three years after the executive
meets the criteria of a “qualified retiree” by
satisfying certain minimum service-period requirements.
Additional information regarding the vesting acceleration
provisions applicable to option awards granted to our named
executive officers is included below under the heading
“Potential Payments upon Termination or Change in
Control.”
Restricted Stock Units. Each restricted stock
unit award granted to our named executive officers in fiscal
2009 represents a contractual right to receive one share of our
common stock per restricted stock unit on the vesting date(s) of
the restricted stock units. The vesting dates of the restricted
stock unit awards reported in the “Fiscal 2009 Grants of
Plan-Based Awards Table” are disclosed in the
“Outstanding Equity Awards at Fiscal 2009 Year-End
Table” table below. Restricted stock units are credited to
a bookkeeping account that we have established on behalf of each
named executive officer.
Our named executive officers are not entitled to voting rights
with respect to their restricted stock units. However, if we pay
an ordinary cash dividend on our outstanding shares of common
stock, the named executive officer will have the right to
receive a dividend equivalent with respect to any unpaid
restricted stock unit (whether vested or not) held as of the
record date for the dividend payment. A dividend equivalent is a
credit to the named executive officer’s bookkeeping account
of an additional number of restricted stock units equal to
(i) the per-share cash dividend, multiplied by
(ii) the number of restricted stock units held by the named
executive officer as of the record date of the dividend payment,
divided by (iii) the per-share closing market price of our
common stock on the date the dividend is paid. Dividend
equivalents will be subject to the same vesting, payment and
other terms and conditions as the original stock units to which
they relate (except that dividend equivalents may be paid in
cash based on the closing market price of a share of our common
stock on the date of payment).
Table of Contents
This excerpt taken from the WDC DEF 14A filed Sep 23, 2008. Equity-Based
Awards
Each stock option and restricted stock unit award reported in
the “Fiscal 2008 Grants of Plan-Based Awards Table”
was granted by the Compensation Committee under, and is subject
to, the terms of our 2004 Performance Incentive Plan. The Board
of Directors has delegated general administrative authority for
the 2004 Performance Incentive Plan to the Compensation
Committee. The Compensation Committee has broad authority under
the 2004 Performance Incentive Plan with respect to awarding
grants, including to select participants and determine the type
of award they are to receive, to determine the number of shares
that are to be subject to awards and the terms and conditions of
awards, to accelerate or extend the vesting or exercisability or
extend the term of any or all outstanding awards, to make
certain adjustments to an outstanding award and to authorize the
conversion, succession or substitution of an award upon the
occurrence of certain corporate events such as reorganizations,
mergers and stock splits, and to make provision for the payment
of the purchase price of an award (if any) and ensure that any
tax withholding obligations incurred in respect of awards are
satisfied.
Stock Options. Each stock option reported in
the “Fiscal 2008 Grants of Plan-Based Awards Table”
has a per-share exercise price equal to the closing market price
of a share of our common stock on the grant date as reported on
the composite tape for securities listed on the New York Stock
Exchange. In addition, each stock option granted to our named
executive officers in fiscal 2008 vests 25% on the first
anniversary of its grant date and 6.25% at the end of each
three-month period thereafter until the stock option is fully
vested on the fourth anniversary of its grant.
Once vested, each stock option will generally remain exercisable
until its normal expiration date. Stock options granted during
fiscal 2008 expire on the seventh anniversary of their grant
date. Outstanding options, however, may terminate earlier in
connection with the termination of the named executive
officer’s employment with us. In the event an
executive’s employment terminates, stock options granted to
the executive will generally remain exercisable until the
earlier to occur of three months following the executive’s
severance date or the expiration date of the stock options,
except that all outstanding stock options held by an executive
will terminate immediately in the event the executive’s
employment is terminated for cause. Subject to the earlier
expiration of the stock options, stock options granted to the
named executive officer will remain exercisable for a longer
period upon the occurrence of specified events, as follows: one
year in the event the executive ceases to be an employee due to
his total disability; three years in the event of the
executive’s death; and three years after the executive
meets the criteria of a “qualified retiree” by
satisfying certain minimum service-period requirements.
Additional information regarding the vesting acceleration
provisions applicable to option awards granted to our named
executive officers is included below under the heading
“Potential Payments upon Termination or Change in
Control.”
Restricted Stock Units. Each restricted stock
unit award granted to our named executive officers in fiscal
2008 represents a contractual right to receive one share of our
common stock per restricted stock unit on the vesting date(s) of
the restricted stock units. The vesting dates of the restricted
stock unit awards reported in the “Fiscal 2008 Grants of
Plan-Based Awards Table” are disclosed in the
“Outstanding Equity Awards at Fiscal 2008 Year-End
Table” table below. Restricted stock units are credited to
a bookkeeping account that we have established on behalf of each
named executive officer.
Our named executive officers are not entitled to voting rights
with respect to their restricted stock units. However, if we pay
an ordinary cash dividend on our outstanding shares of common
stock, the named executive officer will have the right to
receive a dividend equivalent with respect to any unpaid
restricted stock unit (whether vested or not) held as of the
record date for the dividend payment. A dividend equivalent is a
credit to the named executive officer’s bookkeeping account
of an additional number of restricted stock units equal to
(i) the per-share cash dividend, multiplied by
(ii) the number of restricted stock units held by the named
executive officer as of the record date of the dividend payment,
divided by (iii) the per-share closing market price of our
common stock on the date the dividend is paid. Dividend
equivalents will be subject to the same vesting, payment and
other terms and conditions as the original stock units to which
they relate (except that dividend equivalents may be paid in
cash based on the closing market price of a share of our common
stock on the date of payment).
This excerpt taken from the WDC DEF 14A filed Sep 24, 2007. Equity-Based
Awards
Each stock option and restricted stock unit award reported in
the Grants of Plan-Based Awards Table — Fiscal 2007
was granted by the Compensation Committee under, and is subject
to, the terms of our 2004 Performance Incentive Plan. The Board
of Directors has delegated general administrative authority for
the 2004 Performance Incentive Plan to the Compensation
Committee. The Compensation Committee has broad authority under
the 2004 Performance Incentive Plan with respect to awarding
grants, including to select participants and determine the type
of award they are to receive, to determine the number of shares
that are to be subject to awards and the terms and conditions of
awards, to accelerate or extend the vesting or exercisability or
extend the term of any or all outstanding awards, to make
certain adjustments to an outstanding award and to authorize the
conversion, succession or substitution of an award upon the
occurrence of certain corporate events such as reorganizations,
mergers and stock splits, and to make provision for the payment
of the purchase price of an award (if any) and ensure that any
tax withholding obligations incurred in respect of awards are
satisfied.
Stock Options. Each stock option reported in
the Grants of Plan-Based Awards Table — Fiscal 2007
has a per-share exercise price equal to the closing market price
of a share of our common stock on the grant date as reported on
the composite tape for securities listed on the New York Stock
Exchange. In addition, each stock option granted to our named
executive officers in fiscal 2007 vests 25% on the first
anniversary of its grant date and 6.25% at the end of each
three-month period thereafter until the stock option is fully
vested on the fourth anniversary of its grant.
Once vested, each stock option will generally remain exercisable
until its normal expiration date. Stock options granted prior to
May 2007 expire on the tenth anniversary of their grant date and
stock options granted after May 2007 expire on the seventh
anniversary of their grant date. Outstanding options, however,
may terminate earlier in connection with the termination of the
named executive officer’s employment with us. In the event
an executive’s employment terminates, stock options granted
to the executive will generally remain exercisable until the
earlier to occur of three months following the executive’s
severance date or the expiration date of the stock options,
except that all outstanding stock options held by an executive
will terminate immediately in the event the executive’s
employment is terminated for cause. Subject to the earlier
expiration of the stock options, stock options granted to the
named executive officer will remain exercisable for a longer
period upon the occurrence of specified events, as follows: one
year in the event the executive ceases to be an employee due to
his total disability; three years in the event of the
executive’s death; and three years after the executive
meets the criteria of a “qualified retiree” by
satisfying certain minimum service-period requirements.
Table of Contents
Pursuant to his employment agreement with us,
Mr. Massengill will have until the later of January 1,
2010 or the stock option’s expiration date to exercise any
outstanding stock options granted to him during his employment
with us. For a description of the terms of the stock option
granted to Mr. Massengill on February 6, 2007 in his
capacity as a director, see “Director
Compensation — Non-Employee Director Equity
Awards.”
Additional information regarding the vesting acceleration
provisions applicable to option awards granted to our named
executive officers is included below under the heading
“Potential Payments upon Termination or Change in
Control.”
Restricted Stock Units. Each restricted stock
unit award granted to our named executive officers in fiscal
2007 represents a contractual right to receive one share of our
common stock per restricted stock unit on the vesting date(s) of
the restricted stock units. The vesting dates of the restricted
stock unit awards reported in the Grants of Plan-Based Awards
Table — Fiscal 2007 are disclosed in the Outstanding
Equity Awards at Fiscal Year-End — Fiscal 2007 table
below. Restricted stock units are credited to a bookkeeping
account that we have established on behalf of each named
executive officer.
Our named executive officers are not entitled to voting rights
with respect to their restricted stock units. However, if we pay
an ordinary cash dividend on our outstanding shares of common
stock, the named executive officer will have the right to
receive a dividend equivalent with respect to any unpaid
restricted stock unit (whether vested or not) held as of the
record date for the dividend payment. A dividend equivalent is a
credit to the named executive officer’s bookkeeping account
of an additional number of restricted stock units equal to
(i) the per-share cash dividend, multiplied by
(ii) the number of restricted stock units held by the named
executive officer as of the record date of the dividend payment,
divided by (iii) the per-share closing market price of our
common stock on the date the dividend is paid. Dividend
equivalents will be subject to the same vesting, payment and
other terms and conditions as the original stock units to which
they relate (except that dividend equivalents may be paid in
cash based on the closing market price of a share of our common
stock on the date of payment).
Table of Contents
| EXCERPTS ON THIS PAGE:
|
| |||||||
