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This excerpt taken from the WDC DEF 14A filed Sep 28, 2009. Equity
Grant and Ownership Guidelines and Policies
Equity Award Guidelines. We recognize that the
granting of equity awards presents specific accounting, tax and
legal issues. In accordance with equity award guidelines adopted
by our Board of Directors, all equity awards to our executives
and other employees will be approved and granted only by the
Compensation Committee at telephonic or in-person meetings that
are scheduled in advance and that occur outside of our
established blackout periods. The authority to grant equity
awards will not be delegated to any other committee,
subcommittee or individual and will not occur by Unanimous
Written Consent. It is also our intent that all stock option
grants will have an exercise price per share equal to the
closing market price of a share of our common stock on the grant
date.
Executive Stock Ownership Guidelines. To help
achieve our compensation objective of linking the interests of
our stockholders with those of our executive officers, we have
established executive stock ownership guidelines covering our
senior executives, including our named executive officers. The
guidelines provide that each executive achieve ownership of a
number of “qualifying shares” with a market value
equal to the specified multiple of the executive’s base
salary (in effect upon the later of February 6, 2008 or the
date he or she first becomes subject to the guidelines) shown
below.
Table of Contents
Each executive must achieve ownership of the required market
value of shares before February 6, 2013 (or, if later,
within three years of becoming subject to the guidelines).
Thereafter, the executive must maintain ownership of at least
the number of shares that were necessary to meet the
executive’s required market value of ownership on the date
the requirement was first achieved (subject to certain
adjustments in the event of a change in base salary or
position). Ownership that counts toward the guidelines includes
common stock, restricted stock units, restricted stock, deferred
stock units and common stock beneficially owned by the executive
by virtue of being held in a trust, by a spouse or by the
executive’s minor children. Shares the executive has a
right to acquire through the exercise of stock options (whether
or not vested) are not counted towards the stock ownership
requirement. All of our named executive officers subject to the
guidelines have met their required ownership level as of the
date of this Proxy Statement.
This excerpt taken from the WDC DEF 14A filed Sep 23, 2008. Equity
Grant and Ownership Guidelines and Policies
Equity Award Guidelines. We recognize that the
granting of equity awards presents specific accounting, tax and
legal issues. In accordance with equity award guidelines adopted
by our Board of Directors, all equity awards to our executives
and other employees will be approved and granted only by the
Compensation Committee at telephonic or in-person meetings that
are scheduled in advance and that occur outside of our
established blackout periods. The authority to grant equity
awards will not be delegated to any other committee,
subcommittee or individual and will not occur by Unanimous
Written Consent. It is also our intent that all stock option
grants will have an exercise price per share equal to the
closing market price of a share of our common stock on the grant
date.
Executive Stock Ownership Guidelines. To help
achieve our compensation objective of linking the interests of
our stockholders with those of our executive officers, we have
established executive stock ownership guidelines covering our
senior executives, including our named executive officers. The
guidelines provide that each executive achieve ownership of a
number of “qualifying shares” with a market value
equal to the specified multiple of the executive’s base
salary (in effect upon the later of February 6, 2008 or the
date he or she first becomes subject to the guidelines) shown
below.
Each executive must achieve ownership of the required market
value of shares before February 6, 2013 (or, if later,
within three years of becoming subject to the guidelines).
Thereafter, the executive must maintain ownership of at least
the number of shares that were necessary to meet the
executive’s required market value of ownership on the date
the requirement was first achieved (subject to certain
adjustments in the event of a change in base salary or
position). Ownership that counts toward the guidelines includes
common stock, restricted stock units, restricted stock, deferred
stock units and common stock beneficially owned by the executive
by virtue of being held in a trust, by a spouse or by the
director’s minor children. Shares the executive has a right
to acquire through the exercise of stock options (whether or not
vested) are not counted towards the stock ownership requirement.
All of our named executive officers subject to the guidelines
have met their required ownership level as of the date of this
Proxy Statement.
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