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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Angi Inc | NASDAQ:ANGI | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.10 | 4.10% | 2.54 | 2.46 | 2.55 | 2.62 | 2.40 | 2.43 | 1,948,908 | 01:00:00 |
¨
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Preliminary Proxy Statement
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¨
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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x
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Definitive Proxy Statement
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¨
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Definitive Additional Materials
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¨
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Soliciting Material Pursuant to §240.14a-12
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x
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No fee required.
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¨
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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1.
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To elect
four
Class III
directors to hold office until the
2020
Annual Meeting of Stockholders and until their respective successors are duly elected and qualified;
|
2.
|
To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31,
2017
;
|
3.
|
To approve, by non-binding advisory vote, the compensation of our Named Executive Officers;
|
4.
|
To approve the 2017 Omnibus Incentive Plan; and
|
5.
|
To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
|
By Order of the Board of Directors
|
|
/S/ SHANNON M. SHAW
|
Shannon M. Shaw
Chief Legal Officer & Corporate Secretary
|
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PAGE
|
•
|
Any stockholder can participate and listen to the Annual Meeting live over the Internet at
www.virtualshareholdermeeting.com/ANGI17
;
|
•
|
Only stockholders as of the Record Date for the Annual Meeting, by using their 16-digit control number, may vote or submit questions while participating in the live webcast of the Annual Meeting;
|
•
|
Instructions on how to participate in the Annual Meeting are posted at
www.virtualshareholdermeeting.com/ANGI17
.
|
•
|
the election of
four
Class III
directors to serve until our
2020
Annual Meeting of Stockholders and until their respective successors are duly elected and qualified;
|
•
|
the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31,
2017
;
|
•
|
the approval, by non-binding advisory vote, of the compensation of our Named Executive Officers;
|
•
|
the approval of the 2017 Omnibus Incentive Plan; and
|
•
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any other matters that may properly be presented at the Annual Meeting.
|
•
|
To vote using the proxy card, simply complete, sign and date the accompanying proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.
|
•
|
To vote by proxy over the Internet, follow the instructions provided on the proxy card or the Notice.
|
•
|
To vote by telephone, follow the instructions provided on the proxy card.
|
•
|
To vote during the virtual Annual Meeting, follow the instructions available on the Internet.
|
•
|
you may submit another properly completed proxy (by Internet, telephone or mail) with a later date;
|
•
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you may send a written notice that you are revoking your proxy to Angie’s List’s Corporate Secretary at 1030 East Washington Street, Indianapolis, Indiana 46202; or
|
•
|
you may vote by Internet while participating in the virtual Annual Meeting (participating in the Annual Meeting by itself will not revoke your proxy unless you also vote through the Internet during the virtual Annual Meeting).
|
•
|
Class I directors
:
Scott A. Durchslag
and
Thomas R. Evans
, whose current terms will expire at the
2018
Annual Meeting of Stockholders;
|
•
|
Class II directors
:
George D. Bell
,
Angela R. Hicks Bowman
,
David B. Mullen
and
Michael D. Sands
, whose current terms will expire at the
2019
Annual Meeting of Stockholders; and
|
•
|
Class III directors
:
Mark Britto
,
Michael S. Maurer
,
H. Eric Semler
and
Susan E. Thronson
, whose current terms will expire at the Annual Meeting to be held this
June
.
|
(1)
Member of the Audit Committee of the Board.
|
(2)
Member of the Compensation Committee of the Board.
|
(3)
Member of the Nominating and Corporate Governance Committee of the Board.
|
Name
|
|
Age
|
|
Position
|
Thomas R. Fox
|
|
42
|
|
Chief Financial Officer
|
J. Mark Howell
|
|
52
|
|
Chief Operating Officer
|
Darin E. Brown
|
|
49
|
|
Chief Technology Officer
|
Shannon M. Shaw
|
|
42
|
|
Chief Legal Officer & Corporate Secretary
|
Charles Hundt
|
|
43
|
|
Chief Accounting Officer
|
•
|
the Class I directors are Messrs.
Durchslag
and
Evans
, and their terms will expire at the Annual Meeting of Stockholders to be held in
2018
;
|
•
|
the Class II directors are Ms.
Hicks Bowman
and Messrs.
Bell
,
Mullen
and
Sands
, and their terms will expire at the Annual Meeting of Stockholders to be held in
2019
; and
|
•
|
the Class III directors are Ms.
Thronson
and Messrs.
Britto
,
Maurer
and
Semler
, and their terms will expire at the Annual Meeting to be held in
June
.
|
•
|
overseeing management’s maintenance of the reliability and integrity of our accounting policies, financial reporting and disclosure practices;
|
•
|
overseeing management’s establishment and maintenance of processes to assure an adequate system of internal control is functioning;
|
•
|
reviewing our annual and quarterly financial statements prior to filing;
|
•
|
serving as a qualified legal compliance committee to review reports and violations of law; and
|
•
|
appointing and evaluating the independent registered public accounting firm and considering and approving any non-audit services proposed to be performed by the independent registered public accountants.
|
•
|
reviewing key employee compensation policies, plans and programs;
|
•
|
determining the compensation of our Chief Executive Officer and each of our other executive officers;
|
•
|
monitoring performance of our officers and other key employees;
|
•
|
preparing recommendations and periodic reports to the Board concerning these matters; and
|
•
|
reviewing and approving, or recommending for approval, incentive compensation and equity-based plans and the grants thereunder.
|
•
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recommending persons to be selected by the Board as nominees for election as directors and to fill any vacancies on the Board;
|
•
|
considering and recommending to the Board qualifications for the position of director and policies concerning the term of office of directors and the composition of the Board; and
|
•
|
considering and recommending to the Board other actions relating to corporate governance.
|
Type of Fees
|
|
Fiscal 2016
|
|
Fiscal 2015
|
||||
Audit Fees
|
|
$
|
742,600
|
|
|
$
|
616,400
|
|
Audit-Related Fees
|
|
—
|
|
|
—
|
|
||
Tax Fees
|
|
34,000
|
|
|
—
|
|
||
All Other Fees
|
|
—
|
|
|
—
|
|
||
Total Fees
|
|
$
|
776,600
|
|
|
$
|
616,400
|
|
Shares available for grant
|
|
6,437,267
|
|
(1)
|
Unvested restricted stock units
|
|
2,769,849
|
|
|
Unvested performance-based restricted stock units (at target)
|
|
3,115,993
|
|
|
Stock options outstanding (time-based)
|
|
6,657,728
|
|
|
Weighted-average exercise price of stock options outstanding
|
|
$10.18
|
|
|
Weighted-average remaining contractual term of stock options outstanding
|
|
7.00
|
|
|
(1)
|
Of the
6,437,267
shares currently available for grant under the Existing Omnibus Plan, only 1,213,290 shares will be made available for grant (roll over) under the 2017 Plan after June 13, 2017, conditioned on the approval of the 2017 Plan.
|
Year
|
|
Stock Options
Granted
|
|
RSUs
Granted
|
|
Performance Awards
Granted
(at target)
|
|
Performance Awards
Earned
|
|
Weighted-Average Number of
Common Shares Outstanding (Basic)
|
|||||
2016
|
|
1,463,051
|
|
|
1,823,767
|
|
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3,034,329
|
|
|
—
|
|
|
58,860,152
|
|
2015
|
|
3,026,780
|
|
|
1,440,645
|
|
|
1,049,030
|
|
(1)
|
477,542
|
|
|
58,520,546
|
|
2014
|
|
3,239,740
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
58,510,106
|
|
(1)
|
The performance awards granted in 2015 include 93,946 performance-based stock options granted to our then-current executive officers on February 27, 2015 and 955,084 performance-based RSUs granted to Scott A. Durchslag on September 8, 2015.
|
•
|
Importance of long-term equity incentives
. Long-term equity incentives play a critical role in our executive compensation program, motivating executives to make decisions that focus on long-term stockholder value creation, aligning executives’ interests with the interests of stockholders and serving as an effective retention device. Our ability to continue to provide a competitive level of long-term equity incentives is important to our company.
|
•
|
Estimated duration of shares available for issuance under the 2017 Plan
. We expect to continue making equity awards with total values generally consistent with our practice in 2016. In determining our projected share utilization, the Compensation Committee and our Board considered a forecast that included the following factors: (i) the shares needed for retention of key employees, (ii) forecasted future grants to all employees and (iii) the shares available for issuance under the Existing Omnibus Plan. On that basis, we expect that the shares available for future awards, totaling approximately 3,375,290 if the 2017 Plan is approved, would be sufficient for equity awards for approximately 2 years.
|
•
|
Current and projected dilution
. As of
April 27, 2017
, the
6,437,267
shares of our common stock not subject to outstanding awards and therefore available for future awards under the Existing Omnibus Plan represented approximately 8.9% of the fully-diluted number of our common shares outstanding. The 3,375,290 shares proposed to be available for issuance under the 2017 Plan would decrease the dilution percentage to approximately 4.7%.
|
•
|
Compensation Consultant
. The Compensation Committee and our Board considered the advice of our independent compensation consultant.
|
•
|
No repricing of underwater options or stock appreciation rights without stockholder approval
. The 2017 Plan prohibits, without stockholder approval, actions to reprice, replace or repurchase options or SARs when the exercise price per share of an option or SAR exceeds the fair market value of the underlying shares.
|
•
|
No discounted option or SAR grants
. The 2017 Plan requires that the exercise price of options or SARs be at least equal to the fair market value of our common stock on the date of grant (except in the limited case of “substitute awards” as described below).
|
•
|
Conservative share recycling provisions
. We may not add back to the 2017 Plan’s share reserve shares that are delivered or withheld to pay the exercise price of an option award or to satisfy a tax withholding obligation in connection with any form of award, shares that we repurchase using option exercise proceeds and shares subject to a SAR award that are not issued in connection with the stock settlement of that award upon its exercise.
|
•
|
Fungible share counting
. The pool of shares available for issuance under the 2017 Plan is generally reduced by 1.0 share for each share granted with respect to an option or SAR and is generally reduced by 1.44 shares for each share granted with respect to a full value award.
|
•
|
No Evergreen Provision
. There is no “evergreen” or automatic replenishment provision pursuant to which the shares authorized for issuance under the 2017 Plan are automatically replenished.
|
•
|
Limited definition of “change in control.”
No change in control would be triggered by stockholder approval of a business combination transaction, the announcement or commencement of a tender offer or any board assessment that a change in control is imminent.
|
•
|
Minimum vesting period.
The 2017 Plan requires all awards to have a minimum vesting period of at least one year, subject to limited exceptions.
|
•
|
Dividends.
No dividends, dividend equivalents or distributions will be paid with respect to shares subject to stock options or SARS. Dividends and dividend equivalents payable with respect to full value awards will be subject to the same restrictions as the underlying shares.
|
•
|
net earnings or net income;
|
•
|
earnings before one or more of interest, taxes, depreciation and amortization or stock-based compensation expense;
|
•
|
earnings per share (basic or diluted);
|
•
|
revenue;
|
•
|
operating income;
|
•
|
profitability as measured by return ratios (including, but not limited to, return on assets, return on equity, return on invested capital and return on revenue) or by the degree to which any of the foregoing earnings measures exceed a percentage of revenue;
|
•
|
cash flow (including, but not limited to, operating cash flow, free cash flow and cash flow return on capital);
|
•
|
market share;
|
•
|
combined net worth;
|
•
|
margins (including, but not limited to, operating and net earnings margins);
|
•
|
stock price;
|
•
|
total stockholder return, including relative total stockholder return;
|
•
|
asset quality;
|
•
|
asset growth;
|
•
|
non-performing assets;
|
•
|
balance of cash, cash equivalents and marketable securities;
|
•
|
cost and expense management;
|
•
|
economic value added or similar value added measurements;
|
•
|
improvement in or attainment of working capital levels;
|
•
|
productivity ratios;
|
•
|
employee retention or satisfaction measures;
|
•
|
net promoter score;
|
•
|
customer satisfaction;
|
•
|
debt, credit or other leverage measures or ratios; and
|
•
|
implementation or completion of critical projects.
|
•
|
each person, or group of affiliated persons, known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;
|
•
|
each director and nominee for director;
|
•
|
each Named Executive Officer as set forth in the
Summary Compensation Table
herein; and
|
•
|
all current directors and executive officers as a group.
|
|
|
Shares of Common
Stock Beneficially Owned
(1)
|
|||
Name of Beneficial Owner
|
|
Number of Shares Beneficially Owned
|
|
Percent
|
|
Greater than 5% Stockholder:
|
|
|
|
|
|
TRI Investments LLC
(2)
|
|
11,657,775
|
|
|
19.5%
|
T. Rowe Price Associates, Inc.
(3)
|
|
6,250,560
|
|
|
10.5%
|
TCS Capital Management, LLC
(4)
|
|
5,915,280
|
|
|
9.9%
|
Vajra Fund III, LLC
(5)
|
|
5,322,563
|
|
|
8.9%
|
The Vanguard Group
(6)
|
|
4,139,302
|
|
|
6.9%
|
Davis Selected Advisers, L.P.
(7)
|
|
3,279,686
|
|
|
5.5%
|
|
|
|
|
|
|
Directors and Named Executive Officers:
|
|
|
|
|
|
H. Eric Semler
(4)
|
|
6,588,619
|
|
|
11.0%
|
Angela R. Hicks Bowman
(8)
|
|
1,207,498
|
|
|
2.0%
|
Scott A. Durchslag
(9)
|
|
617,839
|
|
|
1.0%
|
J. Mark Howell
(10)
|
|
587,566
|
|
|
1.0%
|
Thomas R. Fox
(11)
|
|
451,566
|
|
|
*
|
Michael S. Maurer
(12)
|
|
291,893
|
|
|
*
|
Mark Britto
(13)
|
|
277,870
|
|
|
*
|
Shannon M. Shaw
(14)
|
|
248,497
|
|
|
*
|
Susan E. Thronson
(15)
|
|
114,627
|
|
|
*
|
David B. Mullen
(16)
|
|
94,440
|
|
|
*
|
Michael D. Sands
(17)
|
|
27,482
|
|
|
*
|
George D. Bell
(18)
|
|
27,091
|
|
|
*
|
Thomas R. Evans
(19)
|
|
27,091
|
|
|
*
|
Directors and Officers as a Group (15 persons)
(20)
|
|
10,891,814
|
|
|
18.2%
|
*
|
Represents beneficial ownership of less than one percent (1%) of our outstanding common stock.
|
(1)
|
Shares shown in the table above include shares held in the beneficial owner’s name or jointly with others, or in the name of a bank, nominee or trustee for the beneficial owner’s account.
|
(2)
|
Based on the most recently available Schedule 13G/A filed with the SEC on February 14, 2017, TRI Investments LLC had sole voting power and sole dispositive power with respect to 11,657,775 shares as of
December 31, 2016
. TRI Ventures, Inc., as the managing member of TRI Investments LLC, may be deemed to beneficially own such shares. John H. Chuang and Steven M. Kapner, two of our former directors, are Chief Executive Officer and Managing Director, respectively, of TRI Ventures, Inc. and, therefore, may be deemed to share voting and dispositive power over the shares held by this entity. Mr. Chuang and Mr. Kapner disclaim beneficial ownership with respect to shares beneficially owned by TRI Investments LLC, except to the extent of their pecuniary interests therein. In addition, Mr. Kapner reported that he beneficially owned 96,195 shares in his individual capacity. The address for TRI Investments LLC is 501 Boylston Street, Boston, MA 02116.
|
(3)
|
Based on the most recently available Schedule 13G/A filed with the SEC on February 6, 2017, T. Rowe Price Associates, Inc. (“TRPA”) had sole voting power with respect to 912,760 shares and sole dispositive power with respect to 6,250,560 shares as of
December 31, 2016
. The address for TRPA is 100 East Pratt Street, Baltimore, MD 21202.
|
(4)
|
Based on the most recently available Schedule 13D/A filed with the SEC on March 2, 2016, TCS Capital Management, LLC was the record owner of 5,915,280 shares of our common stock as of February 29, 2016 and had shared voting and dispositive power with respect to such shares. Mr. Semler, one of our directors and the Managing Member of TCS Capital Management, LLC, possesses sole voting and dispositive power with respect to an additional 646,248 shares of our common stock, as of February 28, 2017, held in an irrevocable family trust for which Mr. Semler’s spouse is the trustee. Mr. Semler disclaims beneficial ownership with respect to the shares held in the family trust. In connection with his service on our Board, Mr. Semler owns an additional 7,313 shares of our common stock that he received as a result of the vesting and settlement of RSUs, and he holds exercisable options to purchase 13,446 shares of our common stock and 6,332 RSUs that are scheduled to vest within 60 days of
April 24, 2017
. Altogether, Mr. Semler is the beneficial owner of 6,588,619 shares of our common stock. The address for TCS Capital Management, LLC is 888 Seventh Avenue, Suite 1504, New York, NY 10106.
|
(5)
|
Based on the Schedule 13D/A filed with the SEC on October 14, 2016, Vajra Fund III, LLC had shared voting power and shared dispositive power with respect to 5,322,563 shares as of October 13, 2016. Vajra Asset Management, LLC is the Manager of Vajra Fund III, LLC and possesses the voting and dispositive power with respect to the securities beneficially owned by Vajra Fund III, LLC. As a result, Vajra Asset Management, LLC may be deemed the beneficial owner of the securities beneficially owned by Vajra Fund III, LLC. Michael Brodsky is the Managing Member of Vajra Asset Management, LLC and possesses the voting and dispositive power with respect to the securities beneficially owned by Vajra Asset Management, LLC. Each of Vajra Asset Management, LLC and Mr. Brodsky disclaims beneficial ownership of the shares beneficially owned by Vajra Fund III, LLC. The address for Vajra Fund III, LLC is 2020 K Street NW, Suite 400, Washington, DC 20006.
|
(6)
|
Based on the most recently available Schedule 13G/A filed with the SEC on February 9, 2017, The Vanguard Group had sole voting power with respect to 76,257 shares, shared voting power with respect to 800 shares, sole dispositive power with respect to 4,064,345 shares and shared dispositive power with respect to 74,957 shares as of
December 31, 2016
. The address for The Vanguard Group is 100 Vanguard Boulevard, Malvern, PA 19355.
|
(7)
|
Based on the most recently available Schedule 13G/A filed with the SEC on February 14, 2017, Davis Selected Advisers, L.P. had sole voting power with respect to 2,978,952 shares, no voting power with respect to 300,734 shares and sole dispositive power with respect to 3,279,686 shares as of
December 31, 2016
. The address for Davis Selected Advisers, L.P. is 2949 East Elvira Road, Suite 101, Tucson, AZ 85756.
|
(8)
|
Includes stock options to purchase 422,649 shares of our common stock that are currently exercisable or exercisable within 60 days of
April 24, 2017
and 3,543 RSUs that are scheduled to vest within the same time period.
|
(9)
|
Includes stock options to purchase 208,276 shares of our common stock that are currently exercisable or exercisable within 60 days of
April 24, 2017
and 99,521 RSUs and PRSUs that are scheduled to vest within the same time period.
|
(10)
|
Includes stock options to purchase 484,295 shares of our common stock that are currently exercisable or exercisable within 60 days of
April 24, 2017
and 4,606 RSUs that are scheduled to vest within the same time period.
|
(11)
|
Includes stock options to purchase 407,172 shares of our common stock that are currently exercisable or exercisable within 60 days of
April 24, 2017
and 3,263 RSUs that are scheduled to vest within the same time period.
|
(12)
|
Includes stock options to purchase 104,697 shares of our common stock that are currently exercisable or exercisable within 60 days of
April 24, 2017
and 6,332 RSUs that are scheduled to vest within the same time period.
|
(13)
|
Includes stock options to purchase 119,850 shares of our common stock that are currently exercisable or exercisable within 60 days of
April 24, 2017
and 6,332 RSUs that are scheduled to vest within the same time period.
|
(14)
|
Includes stock options to purchase 231,841 shares of our common stock that are currently exercisable or exercisable within 60 days of
April 24, 2017
and 3,391 RSUs that are scheduled to vest within the same time period.
|
(15)
|
Includes stock options to purchase 100,642 shares of our common stock that are currently exercisable or exercisable within 60 days of
April 24, 2017
and 6,332 RSUs that are scheduled to vest within the same time period.
|
(16)
|
Includes stock options to purchase 80,455 shares of our common stock that are currently exercisable or exercisable within 60 days of
April 24, 2017
and 6,332 RSUs that are scheduled to vest within the same time period.
|
(17)
|
Includes stock options to purchase 13,713 shares of our common stock that are currently exercisable or exercisable within 60 days of
April 24, 2017
and 6,332 RSUs that are scheduled to vest within the same time period.
|
(18)
|
Includes stock options to purchase 13,446 shares of our common stock that are currently exercisable or exercisable within 60 days of
April 24, 2017
and 6,332 RSUs that are scheduled to vest within the same time period.
|
(19)
|
Includes stock options to purchase 13,446 shares of our common stock that are currently exercisable or exercisable within 60 days of
April 24, 2017
and 6,332 RSUs that are scheduled to vest within the same time period.
|
(20)
|
Includes stock options to purchase 2,511,657 shares of our common stock that are currently exercisable or exercisable within 60 days of
April 24, 2017
and 168,346 RSUs that are scheduled to vest within the same time period.
|
•
|
must not engage in any hedging transactions designed to hedge or speculate on any change in market value of our equity securities, sell our stock short or trade in options or other derivatives involving our stock;
|
•
|
must not hold our securities in a margin account; and
|
•
|
may not pledge or hypothecate our securities to secure or guarantee indebtedness.
|
Position
|
|
Cash ($)
|
|
Equity Grants ($)
|
||
Board Chairman
|
|
27,500
|
|
|
—
|
|
Board Member
|
|
30,000
|
|
|
135,000
|
|
Audit Committee Chairman
|
|
18,000
|
|
|
—
|
|
Compensation Committee Chairman
|
|
10,000
|
|
|
—
|
|
Nominating and Corporate Governance Committee Chairman
|
|
6,000
|
|
|
—
|
|
Audit Committee Member
|
|
6,500
|
|
|
—
|
|
Compensation Committee Member
|
|
5,000
|
|
|
—
|
|
Nominating and Corporate Governance Committee Member
|
|
2,750
|
|
|
—
|
|
Name
|
|
Fees Earned or Paid in Cash
($) (1) |
|
Stock
Awards
($)
(2)
(3)
|
|
Option
Awards ($) (2) (4) |
|
Total
($) |
||||
George D. Bell
|
|
33,475
|
|
|
67,500
|
|
|
67,500
|
|
|
168,475
|
|
John W. Biddinger
(5)
|
|
9,813
|
|
|
67,500
|
|
|
67,500
|
|
|
144,813
|
|
Mark Britto
|
|
44,500
|
|
|
67,500
|
|
|
67,500
|
|
|
179,500
|
|
John H. Chuang
(6)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Thomas R. Evans
|
|
39,221
|
|
|
67,500
|
|
|
67,500
|
|
|
174,221
|
|
Steven M. Kapner
(7)
|
|
29,423
|
|
|
67,500
|
|
|
67,500
|
|
|
164,423
|
|
Michael S. Maurer
|
|
40,063
|
|
|
67,500
|
|
|
67,500
|
|
|
175,063
|
|
David B. Mullen
|
|
54,000
|
|
|
67,500
|
|
|
67,500
|
|
|
189,000
|
|
Michael D. Sands
|
|
22,046
|
|
|
65,000
|
|
|
65,000
|
|
|
152,046
|
|
H. Eric Semler
|
|
30,652
|
|
|
67,500
|
|
|
67,500
|
|
|
165,652
|
|
Susan E. Thronson
|
|
41,500
|
|
|
67,500
|
|
|
67,500
|
|
|
176,500
|
|
(1)
|
Includes the portion of the cash compensation described above that was paid for services in
2016
.
|
(2)
|
The amount reflects the aggregate grant date fair value of the applicable equity awards granted during the year, computed in accordance with Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) Topic 718. We provide information regarding the assumptions used to calculate the value of the equity awards in Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31,
2016
. All equity grants were made under the Existing Omnibus Plan. There can be no assurance that awards will vest or will be exercised, or that the value upon exercise will approximate the aggregate grant date fair value.
|
(3)
|
Reflects the grant date fair value of RSU awards granted during 2016 under our non-employee director compensation program. Each RSU represents a contingent right to receive one share of our common stock upon settlement. On February 26, 2016, each then-current non-employee director other than Mr. Chuang, our former Chairman of the Board, received 7,653 RSUs. Following the appointments of Messrs. Bell, Evans and Semler to our Board, each received 7,313 RSUs on February 29, 2016. Mr. Sands was granted 7,437 RSUs on April 4, 2016 in connection with his appointment to our Board. At December 31,
2016
, our then-current non-employee directors held outstanding unvested RSUs as follows:
Bell
-
1,829
;
Britto
-
1,914
;
Evans
-
1,829
;
Maurer
-
1,914
;
Mullen
-
1,914
;
Sands
-
3,719
;
Semler
-
1,829
; and
Thronson
-
1,914
.
|
(4)
|
Reflects the grant date fair value of stock option awards granted during 2016 under our non-employee director compensation program. On February 26, 2016, each then-current non-employee director other than Mr. Chuang, our former Chairman of the Board, received 14,062 stock options. Following the appointments of Messrs. Bell, Evans and Semler to our Board, each received 13,446 stock options on February 29, 2016. Mr. Sands was granted 13,713 stock options on April 4, 2016 in connection with his appointment to our Board. At December 31,
2016
, each of our then-current non-employee directors held options, whether vested or unvested, to purchase the following number of shares of our common stock:
Bell
-
13,446
shares;
Britto
-
119,850
shares;
Evans
-
13,446
shares;
Maurer
-
104,697
shares;
Mullen
-
80,455
shares;
Sands
-
13,713
shares;
Semler
-
13,446
shares; and
Thronson
-
100,642
shares.
|
(5)
|
Mr. Biddinger retired from the Board effective as of February 29, 2016. In recognition of Mr. Biddinger’s outstanding service to the Board, the Compensation Committee approved a three-year extension of the expiration date for all of his vested stock options outstanding as of the effective date of his retirement. All unvested equity awards outstanding as of the effective date of Mr. Biddinger’s retirement were forfeited upon his retirement. At December 31, 2016, Mr. Biddinger held vested options to purchase 209,164 shares of our common stock.
|
(6)
|
Mr. Chuang retired from the Board effective as of October 3, 2016. Mr. Chuang elected to forego receipt of any cash compensation or equity awards in connection with his Board service for 2016.
|
(7)
|
Mr. Kapner retired from the Board effective as of October 3, 2016. In recognition of Mr. Kapner’s outstanding service to the Board, the Compensation Committee approved an extension of the expiration date for all of his vested stock options outstanding as of the effective date of his retirement to October 1, 2018. All unvested equity awards outstanding as of the effective date of Mr. Kapner’s retirement were forfeited upon his retirement. At December 31, 2016, Mr. Kapner held vested options to purchase 96,195 shares of our common stock.
|
•
|
Scott A. Durchslag
, our President and Chief Executive Officer (our “CEO”);
|
•
|
Thomas R. Fox
, our
Chief Financial Officer
;
|
•
|
J. Mark Howell
, our
Chief Operating Officer
;
|
•
|
Angela R. Hicks Bowman
, our
Chief Marketing Officer
; and
|
•
|
Shannon M. Shaw
, our Chief Legal Officer and Corporate Secretary.
|
•
|
Base Salary.
Increased the annual base salaries of the Named Executive Officers in amounts ranging from 0% to 10% of their
2015
levels;
|
•
|
Performance-Based Cash Bonuses.
Based upon an assessment of the participating Named Executive Officers’ individual performance objectives, approved a cash bonus for our Named Executive Officers amounting to 20% of their target annual cash bonus opportunities; and
|
•
|
Equity Compensation.
Continued our practice of providing long-term incentive compensation in the form of options to purchase shares of our common stock and RSUs that will be settled in shares of our common stock, both of which we believe incentivize our Named Executive Officers to perform in a manner that promotes stock price increases over the long-term. Additionally, PRSUs were granted to each of our Named Executive Officers for the first time, other than to Mr. Durchslag, who had previously received PRSUs in 2015 in connection with his at-hire grants of equity awards.
|
•
|
Provide a majority of our executive officers’ target total direct compensation opportunity, which consists of base salary, target annual cash bonus opportunity and equity award fair value, in the form of variable, “at risk” compensation. To ensure an appropriate balance of incentives between our short-term and longer-term performance and a positive relationship between our operational performance and stockholder return, we provided this compensation as a mix of a performance-based annual cash bonus opportunity and long-term incentive compensation in the form of stock options, RSUs and PRSUs. For
2016
, 87% to 89% of the Named Executive Officers’ annual target total direct compensation consisted of variable, “at risk” compensation; and
|
•
|
Rely on equity awards as the predominant feature of our executive officers’ target total direct compensation opportunity. In
2016
, these awards consisted of a combination of stock options, RSUs and PRSUs. We believe stock options provide one of the best performance incentives, as our executive officers derive value from these awards only if our stock price increases, which benefits all stockholders. Similarly, with respect to RSUs, the value of these awards increases as our stock price rises, which also benefits all stockholders. We believe PRSUs provide our executive officers with an objective performance-based variable compensation opportunity that is contingent upon the achievement of pre-established measurable financial performance goals. For
2016
, 75% to 84% of the Named Executive Officers’ annual target total direct compensation consisted of equity awards.
|
•
|
individual goals aligned to meeting accomplishments tied to our 2016 Annual Operating Plan;
|
•
|
our revenue;
|
•
|
our adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”); and
|
•
|
net promoter score (“NPS”).
|
Performance Level
|
|
Total Cumulative Revenue
|
|
Percentage of Target Award Opportunity Eligible to be Earned
|
Below Threshold
|
|
Less than $1.051 billion
|
|
0 %
|
Threshold
|
|
At least $1.051 billion
|
|
75 %
|
Target
|
|
At least $1.136 billion
|
|
100 %
|
Stretch
|
|
At least $1.234 billion
|
|
200 %
|
Prohibitions on Hedging and Pledging
- We prohibit our executive officers and members of our Board from engaging in any hedging transactions that are designed to hedge or speculate on any change in the market value of our equity securities. In addition, they are prohibited from holding our securities in a margin account or pledging our securities as collateral to secure or guarantee indebtedness.
|
|
|
|
Stock Ownership Policy
- We maintain a stock ownership policy for our executive officers, including our Named Executive Officers, which requires each of them to own a specified amount of our common stock.
|
|
|
|
Compensation Recovery Policy
- We maintain a policy that provides for the recovery of incentive cash compensation from our current and former executive officers in the event of an inaccurate determination of company performance or financial restatements due to fraud.
|
|
|
|
Succession Planning
- We support our Board in its oversight of our key executive positions and its ongoing monitoring of our succession strategy and plans for our most critical positions.
|
|
|
|
•
|
attract, engage and retain individuals of superior ability, experience and managerial talent, enabling us to be an employer of choice in the highly-competitive and dynamic Internet and technology industry;
|
•
|
ensure compensation is closely aligned with our corporate strategies, business and financial objectives and the long-term interests of our stockholders;
|
•
|
motivate and reward executive officers whose knowledge, skills and performance contribute to our financial and operational goals;
|
•
|
ensure elements of compensation, individually and in the aggregate, do not encourage excessive risk-taking; and
|
•
|
ensure total target compensation is fair and reasonable.
|
•
|
base salary;
|
•
|
performance-based cash bonuses; and
|
•
|
long-term incentive compensation in the form of time-based stock options, RSUs and PRSUs.
|
•
|
the recommendations of our CEO (except with respect to his own compensation), as described below;
|
•
|
our corporate growth and other elements of financial and operational performance, including a measure of our member and service provider experience, satisfaction and loyalty;
|
•
|
each executive officer’s responsibilities, individual contributions and sustained performance;
|
•
|
a review of the relevant competitive market data, as described below;
|
•
|
the expected future contribution of the individual executive officer; and
|
•
|
internal pay parity based on each executive officer’s impact on our business and performance.
|
•
|
reviewed and updated our compensation peer group;
|
•
|
conducted an analysis of the levels of overall compensation and each element of compensation for our executive officers;
|
•
|
provided advice with respect to compensation best practices and market trends for our executive officers and members of our Board;
|
•
|
conducted a competitive market analysis of stock ownership guidelines;
|
•
|
conducted an analysis of broad equity usage;
|
•
|
conducted an analysis of the levels of overall compensation and each element of compensation for the members of our Board; and
|
•
|
provided
ad hoc
advice and support throughout the year.
|
•
|
the comparability of the company’s business model;
|
•
|
the company’s business services focus;
|
•
|
the comparability of the company’s operating history;
|
•
|
the comparability of the company’s organizational complexities and growth attributes;
|
•
|
the stage of the company’s maturity curve, which increases its likelihood of attracting the type of executive talent for which we compete; and
|
•
|
the comparability of the company’s operational performance, including consistency with our strategy and future performance expectations.
|
|
• Bankrate, Inc.
|
|
• Millennial Media, Inc.
|
|
• Bazaarvoice, Inc.
|
|
• Quotient Technology, Inc.
|
|
• Bluecora, Inc.
|
|
• RetailMeNot, Inc.
|
|
• Blue Nile, Inc.
|
|
• Rocket Fuel Inc.
|
|
• Care.com, Inc.
|
|
• TravelZoo, Inc.
|
|
• Constant Contact, Inc.
|
|
• TrueCar, Inc.
|
|
• DHI Group, Inc.
|
|
• Web.com Group, Inc.
|
|
• FTD Companies, Inc.
|
|
• XO Group, Inc.
|
|
• Liquidity Services, Inc.
|
|
• Yelp Inc.
|
|
• LivePerson, Inc.
|
|
|
Named Executive Officer
|
|
2016 Base Salary
|
|
2015 Base Salary
|
|
% Change
|
|||||
Scott A. Durchslag
|
|
$
|
500,000
|
|
|
$
|
500,000
|
|
|
—
|
%
|
Thomas R. Fox
|
|
370,000
|
|
|
337,000
|
|
|
9.8
|
%
|
||
J. Mark Howell
|
|
420,000
|
|
|
403,000
|
|
|
4.2
|
%
|
||
Angela R. Hicks Bowman
|
|
420,000
|
|
|
403,000
|
|
|
4.2
|
%
|
||
Shannon M. Shaw
|
|
321,000
|
|
|
295,000
|
|
|
8.8
|
%
|
Named Executive Officer
|
|
2016 Base Salary
|
|
Target 2016 Cash
Bonus Opportunity
(% of Base Salary)
|
|
Target 2016 Cash
Bonus Opportunity
|
|||||
Scott A. Durchslag
|
|
$
|
500,000
|
|
|
140
|
%
|
|
$
|
700,000
|
|
Thomas R. Fox
|
|
370,000
|
|
|
60
|
%
|
|
222,000
|
|
||
J. Mark Howell
|
|
420,000
|
|
|
60
|
%
|
|
252,000
|
|
||
Angela R. Hicks Bowman
|
|
420,000
|
|
|
50
|
%
|
|
210,000
|
|
||
Shannon M. Shaw
|
|
321,000
|
|
|
50
|
%
|
|
160,500
|
|
•
|
Adjusted EBITDA;
|
•
|
Revenue; and
|
•
|
NPS.
|
Corporate
Performance Measure
|
|
Threshold
Performance
(75% Payment)
|
|
Target
Performance
(100% Payment)
|
|
Stretch
Performance (200% Payment) |
|
Maximum
Performance
(300% Payment)
|
||||||||
Adjusted EBITDA
|
|
$
|
31,000,000
|
|
|
$
|
35,000,000
|
|
|
$
|
40,000,000
|
|
|
$
|
45,000,000
|
|
Revenue
|
|
$
|
345,000,000
|
|
|
$
|
355,000,000
|
|
|
$
|
365,000,000
|
|
|
$
|
375,000,000
|
|
NPS
|
|
25 BPS
|
|
|
26 BPS
|
|
|
27 BPS
|
|
|
N/A
|
|
Corporate
Performance Measure
|
|
Actual
Performance
|
|
Level of
Performance Achievement
|
||
Adjusted EBITDA
|
|
$
|
27,627,000
|
|
|
Below threshold
|
Revenue
|
|
$
|
323,329,000
|
|
|
Below threshold
|
NPS
|
|
7 BPS
|
|
|
Below threshold
|
Named Executive Officer
|
|
Achievement Level of
Individual Performance Objectives
|
Scott A. Durchslag
|
|
100 %
|
Thomas R. Fox
|
|
100 %
|
J. Mark Howell
|
|
100 %
|
Angela R. Hicks Bowman
|
|
100 %
|
Shannon M. Shaw
|
|
100 %
|
Named Executive Officer
|
|
Target 2016
Cash Bonus Opportunity
|
|
Actual 2016
Cash Bonus
|
|
Actual 2016
Cash Bonus
(% of Target)
|
||||
Scott A. Durchslag
|
|
$
|
700,000
|
|
|
$
|
140,000
|
|
|
20 %
|
Thomas R. Fox
|
|
222,000
|
|
|
44,400
|
|
|
20 %
|
||
J. Mark Howell
|
|
252,000
|
|
|
50,400
|
|
|
20 %
|
||
Angela R. Hicks Bowman
|
|
210,000
|
|
|
42,000
|
|
|
20 %
|
||
Shannon M. Shaw
|
|
160,500
|
|
|
32,100
|
|
|
20 %
|
Named Executive Officer
|
|
Time-Based Stock Options
(number of shares)
|
|
Time-Based Stock Options
(grant date fair value)
|
|
Time-Based RSUs
(number of shares)
|
|
Time-Based RSUs
(grant date fair value)
|
|
PRSUs at Target
(number of shares) |
|
PRSUs at Target
(grant date fair value) |
|||||||||
Scott A. Durchslag
|
|
289,270
|
|
|
$
|
1,390,026
|
|
|
157,426
|
|
|
$
|
1,388,497
|
|
|
114,503
|
|
|
$
|
749,995
|
|
Thomas R. Fox
|
|
95,937
|
|
|
461,005
|
|
|
52,210
|
|
|
460,492
|
|
|
229,007
|
|
|
1,499,996
|
|
|||
J. Mark Howell
|
|
135,416
|
|
|
650,713
|
|
|
73,696
|
|
|
649,999
|
|
|
229,007
|
|
|
1,499,996
|
|
|||
Angela R. Hicks Bowman
|
|
104,166
|
|
|
500,548
|
|
|
56,689
|
|
|
499,997
|
|
|
229,007
|
|
|
1,499,996
|
|
|||
Shannon M. Shaw
|
|
99,687
|
|
|
479,025
|
|
|
54,251
|
|
|
478,494
|
|
|
229,007
|
|
|
1,499,996
|
|
Individual Subject to Stock Ownership Policy
|
|
Minimum Required Level of Stock Ownership
|
Chief Executive Officer
|
|
The lesser of five times base salary or 225,000 shares
|
Other Executive Officers
|
|
The lesser of three times base salary or 50,000 shares
|
Directors
|
|
The lesser of three times retainer or 15,000 shares
|
Name and Principal
Position
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
Stock
Awards
($)
(1) (2)
|
|
Option
Awards
($)
(1) (3)
|
|
Non-Equity
Incentive Plan
Comp.
($)
(4)
|
|
All Other
Comp.
($)
|
|
Total
($)
|
|||||||
Scott A. Durchslag
|
|
2016
|
|
500,000
|
|
|
—
|
|
|
2,138,492
|
|
|
1,390,026
|
|
|
140,000
|
|
|
51,385
|
|
(5)
|
4,219,903
|
|
President and Chief Executive Officer
|
|
2015
|
|
142,308
|
|
|
220,548
|
|
|
5,317,500
|
|
|
1,174,091
|
|
|
—
|
|
|
517,634
|
|
|
7,372,081
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Thomas R. Fox
|
|
2016
|
|
368,858
|
|
|
—
|
|
|
1,960,488
|
|
|
461,005
|
|
|
44,400
|
|
|
21,015
|
|
(6)
|
2,855,766
|
|
Chief Financial Officer
|
|
2015
|
|
336,323
|
|
|
—
|
|
|
474,988
|
|
|
448,837
|
|
|
69,400
|
|
|
19,896
|
|
|
1,349,444
|
|
|
|
2014
|
|
314,596
|
|
|
—
|
|
|
—
|
|
|
1,449,182
|
|
|
90,879
|
|
|
11,649
|
|
|
1,866,306
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
J. Mark Howell
|
|
2016
|
|
419,412
|
|
|
—
|
|
|
2,149,995
|
|
|
650,713
|
|
|
50,400
|
|
|
21,358
|
|
(7)
|
3,291,878
|
|
Chief Operating Officer
|
|
2015
|
|
447,874
|
|
|
—
|
|
|
544,990
|
|
|
588,472
|
|
|
62,244
|
|
|
20,781
|
|
|
1,664,361
|
|
|
|
2014
|
|
391,093
|
|
|
—
|
|
|
—
|
|
|
1,190,973
|
|
|
84,891
|
|
|
18,476
|
|
|
1,685,433
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Angela R. Hicks Bowman
|
|
2016
|
|
419,412
|
|
|
—
|
|
|
1,999,993
|
|
|
500,548
|
|
|
42,000
|
|
|
23,274
|
|
(8)
|
2,985,227
|
|
Chief Marketing Officer
|
|
2015
|
|
402,052
|
|
|
—
|
|
|
294,996
|
|
|
588,472
|
|
|
69,160
|
|
|
22,079
|
|
|
1,376,759
|
|
|
|
2014
|
|
371,907
|
|
|
—
|
|
|
—
|
|
|
1,185,699
|
|
|
66,326
|
|
|
21,214
|
|
|
1,645,146
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Shannon M. Shaw
|
|
2016
|
|
320,100
|
|
|
—
|
|
|
1,978,490
|
|
|
479,025
|
|
|
32,100
|
|
|
8,347
|
|
(9)
|
2,818,062
|
|
Chief Legal Officer & Corporate Secretary
|
|
2015
|
|
293,461
|
|
|
—
|
|
|
132,994
|
|
|
266,307
|
|
|
50,626
|
|
|
8,324
|
|
|
751,712
|
|
(1)
|
The amount reflects the aggregate grant date fair value of the equity awards granted during the year, computed in accordance with FASB ASC Topic 718. We provide information regarding the assumptions used to calculate the value of the equity awards in Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31,
2016
. All equity grants were made under our Existing Omnibus Plan. There can be no assurance that awards will vest or be exercised, or that the value upon exercise/vest will approximate the aggregate grant date fair value.
|
(2)
|
Reflects the grant date fair value of the RSU and PRSU awards granted during the year. Each RSU/PRSU represents a contingent right to receive one share of our common stock upon settlement. Only Mr. Durchslag received PRSUs in 2015. During
2016
, all Named Executive Officers received a PRSU grant under the 2016 LTIP. Amounts related to RSUs are calculated using the closing sales price of our common stock on the grant date, while amounts related to PRSUs represent the value at the grant date based upon the probable outcome of the performance conditions. At the time of the grant of the PRSUs under the 2016 LTIP, the value of the shares ultimately issued under the 2016 LTIP could be 0% or range from 75% (threshold achievement level) to 200% (stretch, or maximum achievement level) of the target value awarded, based on our performance in relation to the award’s performance conditions. During the first quarter of 2017, the Compensation Committee cancelled the “stretch” component of the 2016 LTIP such that the maximum achievement level under this award is now the 100% target achievement level.
|
Name
|
|
2016 RSUs
(Grant Date Fair Value)
|
|
2016 PRSUs - Target
(Grant Date Fair Value) |
|
2016 PRSUs - Maximum
(Grant Date Fair Value)
|
||||||
Scott A. Durchslag
|
|
$
|
1,388,497
|
|
|
$
|
749,995
|
|
|
$
|
1,499,990
|
|
Thomas R. Fox
|
|
460,492
|
|
|
1,499,996
|
|
|
2,999,992
|
|
|||
J. Mark Howell
|
|
649,999
|
|
|
1,499,996
|
|
|
2,999,992
|
|
|||
Angela R. Hicks Bowman
|
|
499,997
|
|
|
1,499,996
|
|
|
2,999,992
|
|
|||
Shannon M. Shaw
|
|
478,494
|
|
|
1,499,996
|
|
|
2,999,992
|
|
(3)
|
Reflects the grant date fair value of stock option awards granted during the year, including the grant date fair value of any performance-based stock option awards (only applicable in 2015 for the years presented).
|
(4)
|
Reflects the amount paid under our annual performance-based cash bonus program for the year, which were contingent upon satisfaction of specified corporate and individual performance objectives. For further discussion of the performance-based annual bonuses for
2016
, see “
Compensation Discussion and Analysis
— Performance-Based Annual Bonuses.”
|
(5)
|
Represents (i) $28,385 for relocation expenses paid by us and (ii) $23,000 for medical, dental, vision, long-term disability, accidental death/dismemberment and basic and heightened life insurance premiums and health savings account contributions paid by us.
|
(6)
|
Represents (i) $7,950 in 401(k) matching contributions and (ii) $13,065 for medical, dental, vision, long-term disability, accidental death/dismemberment and basic life insurance premiums and health savings account contributions paid by us.
|
(7)
|
Represents (i) $7,950 in 401(k) matching contributions and (ii) $13,408 for medical, dental, vision, long-term disability, accidental death/dismemberment and basic life insurance premiums and health savings account contributions paid by us.
|
(8)
|
Represents (i) $7,950 in 401(k) matching contributions and (ii) $15,324 for medical, dental, vision, long-term disability, accidental death/dismemberment and basic life insurance premiums and health savings account contributions paid by us.
|
(9)
|
Represents (i) $7,950 in 401(k) matching contributions and (ii) $397 for vision, long-term disability, accidental death/dismemberment and basic life insurance premiums paid by us.
|
|
|
|
|
Estimated Future Payouts Under Equity Incentive Plan Awards:
Target (#)
(2)
|
|
All Other Stock Awards: Number of Shares of Stock or Units (#)
(3)
|
|
All Other Option Awards: Number of Securities Underlying Options (#)
(4)
|
|
Exercise or Base Price of Option Awards ($/Sh)
|
|
Grant Date Fair Value of Stock and Option Awards
($)
(5)
|
|||||
Name
|
|
Grant Date
(1)
|
|
|
|
|
|
||||||||||
Scott A. Durchslag
|
|
2/26/2016
|
|
—
|
|
|
—
|
|
|
289,270
|
|
|
8.82
|
|
|
1,390,026
|
|
|
|
2/26/2016
|
|
—
|
|
|
157,426
|
|
|
—
|
|
|
—
|
|
|
1,388,497
|
|
|
|
6/29/2016
|
|
114,503
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
749,995
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Thomas R. Fox
|
|
2/26/2016
|
|
—
|
|
|
—
|
|
|
95,937
|
|
|
8.82
|
|
|
461,005
|
|
|
|
2/26/2016
|
|
—
|
|
|
52,210
|
|
|
—
|
|
|
—
|
|
|
460,492
|
|
|
|
6/29/2016
|
|
229,007
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,499,996
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
J. Mark Howell
|
|
2/26/2016
|
|
—
|
|
|
—
|
|
|
135,416
|
|
|
8.82
|
|
|
650,713
|
|
|
|
2/26/2016
|
|
—
|
|
|
73,696
|
|
|
—
|
|
|
—
|
|
|
649,999
|
|
|
|
6/29/2016
|
|
229,007
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,499,996
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Angela R. Hicks Bowman
|
|
2/26/2016
|
|
—
|
|
|
—
|
|
|
104,166
|
|
|
8.82
|
|
|
500,548
|
|
|
|
2/26/2016
|
|
—
|
|
|
56,689
|
|
|
—
|
|
|
—
|
|
|
499,997
|
|
|
|
6/29/2016
|
|
229,007
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,499,996
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Shannon M. Shaw
|
|
2/26/2016
|
|
—
|
|
|
—
|
|
|
99,687
|
|
|
8.82
|
|
|
479,025
|
|
|
|
2/26/2016
|
|
—
|
|
|
54,251
|
|
|
—
|
|
|
—
|
|
|
478,494
|
|
|
|
6/29/2016
|
|
229,007
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,499,996
|
|
(1)
|
The time-based stock options and time-based RSUs granted on February 26, 2016 were approved by the Compensation Committee on February 4, 2016. The PRSUs granted on June 29, 2016 were approved by the Compensation Committee on June 6, 2016.
|
(2)
|
Represents PRSUs granted during
2016
. Each PRSU provides a contingent right to receive one share of our common stock upon settlement, and there is no exercise price associated with the PRSUs. The PRSUs granted are contingent upon our performance with respect to certain predetermined Total Cumulative Revenue targets over the 33-month period commencing April 1, 2016 and concluding December 31, 2018, subject to our achievement of a $100 million Adjusted EBITDA threshold over the same time period. At the time of grant, the number of PRSUs ultimately earned, and therefore the number of shares ultimately issued, could be 0% or range from 75% (threshold achievement level) to 200% (stretch, or maximum achievement level) of the target number of PRSUs, based on our performance in relation to the performance conditions, with the number of shares available to be earned and issued at each performance achievement level as follows:
|
Name
|
|
Threshold
|
|
Target
|
|
Maximum
|
|||
Scott A. Durchslag
|
|
85,877
|
|
|
114,503
|
|
|
229,006
|
|
Thomas R. Fox
|
|
171,755
|
|
|
229,007
|
|
|
458,014
|
|
J. Mark Howell
|
|
171,755
|
|
|
229,007
|
|
|
458,014
|
|
Angela R. Hicks Bowman
|
|
171,755
|
|
|
229,007
|
|
|
458,014
|
|
Shannon M. Shaw
|
|
171,755
|
|
|
229,007
|
|
|
458,014
|
|
(3)
|
Represents time-based RSUs granted during
2016
. Each RSU provides a contingent right to receive one share of our common stock upon settlement, and there is no exercise price associated with the RSUs.
|
(4)
|
Represents time-based stock options granted during
2016
.
|
(5)
|
The amount reflects the aggregate grant date fair value of the corresponding equity awards granted during the year, computed in accordance with FASB ASC Topic 718. We provide information regarding the assumptions used to calculate the value of the equity awards in Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31,
2016
. All equity grants were made under our Existing Omnibus Plan. There can be no assurance that awards will vest or be exercised, or that the value upon exercise/vest will approximate the aggregate grant date fair value. With respect to the PRSUs, the grant date fair value represents the value at the grant date based upon the probable outcome of the performance conditions.
|
|
|
Estimated Future Payouts Under Non-Equity
Incentive Plan Awards
(1)
|
|||||||
Name
|
|
Threshold
($)
|
|
Target
($)
|
|
Maximum
($)
|
|||
Scott A. Durchslag
|
|
420,000
|
|
|
700,000
|
|
|
1,764,000
|
|
Thomas R. Fox
|
|
133,200
|
|
|
222,000
|
|
|
559,440
|
|
J. Mark Howell
|
|
151,200
|
|
|
252,000
|
|
|
635,040
|
|
Angela R. Hicks Bowman
|
|
126,000
|
|
|
210,000
|
|
|
529,200
|
|
Shannon M. Shaw
|
|
96,300
|
|
|
160,500
|
|
|
404,460
|
|
(1)
|
Our non-equity incentive program is described herein in “
Compensation Discussion and Analysis
— Performance-Based Annual Bonuses.”
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||||||||||||||||
Name
|
|
Number of Securities Underlying Unexercised Options (#) Exercisable
|
|
Numbers of Securities Underlying Unexercised Options (#)
Unexercisable (1) |
|
Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
(#)
(2)
|
|
Option Exercise Price
($) |
|
Option Expiration
Date |
|
Number of Shares or Units of Stock that have Not Vested
(#)
(3)
|
|
Market Value of Shares or Units of Stock that have Not Vested
($)
(4)
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have Not Vested
(#)
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have Not Vested ($)
(4)
|
||||||||
Scott A.
|
|
117,880
|
|
|
353,642
|
|
|
—
|
|
|
5.21
|
|
|
9/8/2025
|
|
666,397
|
|
|
5,484,447
|
|
|
—
|
|
|
—
|
|
Durchslag
|
|
—
|
|
|
289,270
|
|
|
—
|
|
|
8.82
|
|
|
2/26/2026
(5)
|
|
—
|
|
|
—
|
|
|
592,045
|
|
(6)
|
4,872,530
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Thomas R.
|
|
135,000
|
|
|
45,000
|
|
|
—
|
|
|
24.16
|
|
|
9/24/2023
|
|
77,247
|
|
|
635,743
|
|
|
—
|
|
|
—
|
|
Fox
|
|
117,300
|
|
|
117,300
|
|
|
—
|
|
|
13.13
|
|
|
3/11/2024
|
|
—
|
|
|
—
|
|
|
229,007
|
|
(7)
|
1,884,728
|
|
|
|
33,121
|
|
|
99,363
|
|
|
—
|
|
|
6.74
|
|
|
2/27/2025
|
|
|
|
|
|
|
|
|
||||
|
|
—
|
|
|
—
|
|
|
10,828
|
|
|
6.74
|
|
|
2/27/2025
|
|
|
|
|
|
|
|
|
||||
|
|
—
|
|
|
95,937
|
|
|
—
|
|
|
8.82
|
|
|
2/26/2026
(5)
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
J. Mark
|
|
157,827
|
|
|
52,609
|
|
|
—
|
|
|
17.99
|
|
|
3/3/2023
|
|
106,522
|
|
|
876,676
|
|
|
—
|
|
|
—
|
|
Howell
|
|
96,400
|
|
|
96,400
|
|
|
—
|
|
|
13.13
|
|
|
3/11/2024
|
|
—
|
|
|
—
|
|
|
229,007
|
|
(7)
|
1,884,728
|
|
|
|
43,471
|
|
|
130,414
|
|
|
—
|
|
|
6.74
|
|
|
2/27/2025
|
|
|
|
|
|
|
|
|
||||
|
|
—
|
|
|
—
|
|
|
14,012
|
|
|
6.74
|
|
|
2/27/2025
|
|
|
|
|
|
|
|
|
||||
|
|
—
|
|
|
135,416
|
|
|
—
|
|
|
8.82
|
|
|
2/26/2026
(5)
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Angela R.
|
|
21,656
|
|
|
—
|
|
|
—
|
|
|
14.22
|
|
|
5/8/2022
|
|
89,515
|
|
|
736,708
|
|
|
—
|
|
|
—
|
|
Hicks
|
|
86,250
|
|
|
28,750
|
|
|
—
|
|
|
19.88
|
|
|
3/27/2023
|
|
—
|
|
|
—
|
|
|
229,007
|
|
(7)
|
1,884,728
|
|
Bowman
|
|
48,500
|
|
|
48,500
|
|
|
—
|
|
|
13.13
|
|
|
3/11/2024
|
|
|
|
|
|
|
|
|
||||
|
|
62,500
|
|
|
62,500
|
|
|
—
|
|
|
10.00
|
|
|
5/13/2024
|
|
|
|
|
|
|
|
|
||||
|
|
43,471
|
|
|
130,414
|
|
|
—
|
|
|
6.74
|
|
|
2/27/2025
|
|
|
|
|
|
|
|
|
||||
|
|
—
|
|
|
—
|
|
|
14,012
|
|
|
6.74
|
|
|
2/27/2025
|
|
|
|
|
|
|
|
|
||||
|
|
—
|
|
|
104,166
|
|
|
—
|
|
|
8.82
|
|
|
2/26/2026
(5)
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Shannon
|
|
13,109
|
|
|
—
|
|
|
—
|
|
|
9.18
|
|
|
10/22/2022
|
|
69,050
|
|
|
568,282
|
|
|
—
|
|
|
—
|
|
M. Shaw
|
|
57,750
|
|
|
19,250
|
|
|
—
|
|
|
19.88
|
|
|
3/27/2023
|
|
—
|
|
|
—
|
|
|
229,007
|
|
(7)
|
1,884,728
|
|
|
|
47,500
|
|
|
47,500
|
|
|
—
|
|
|
13.13
|
|
|
3/11/2024
|
|
|
|
|
|
|
|
|
||||
|
|
19,665
|
|
|
58,997
|
|
|
—
|
|
|
6.74
|
|
|
2/27/2025
|
|
|
|
|
|
|
|
|
||||
|
|
—
|
|
|
—
|
|
|
6,369
|
|
|
6.74
|
|
|
2/27/2025
|
|
|
|
|
|
|
|
|
||||
|
|
—
|
|
|
99,687
|
|
|
—
|
|
|
8.82
|
|
|
2/26/2026
(5)
|
|
|
|
|
|
|
|
|
(1)
|
Except as otherwise indicated, stock options granted in 2015 and prior are subject to vesting in four equal annual installments beginning on the first anniversary of the date of grant.
|
(2)
|
Represents performance-based stock option awards granted during 2015 at the 100% target achievement level for the award. The performance-based stock options are market condition performance equity awards that are earned and begin vesting upon our achievement of a specified level of stock price performance in relation to the Russell 2000 stock market index over the performance period. If earned, 75% of the performance-based stock options granted will become vested and exercisable on February 27, 2018, and the remaining 25% will become vested and exercisable on February 27, 2019, subject to continued employment as of each vesting date.
|
(3)
|
Includes RSUs granted in 2015 and 2016 that had not yet vested as of December 31, 2016 as follows:
|
Name
|
|
2015
|
|
2016
|
|
Total
|
|||
Scott A. Durchslag
|
|
508,971
|
|
|
157,426
|
|
|
666,397
|
|
Thomas R. Fox
|
|
25,037
|
|
|
52,210
|
|
|
77,247
|
|
J. Mark Howell
|
|
32,826
|
|
|
73,696
|
|
|
106,522
|
|
Angela R. Hicks Bowman
|
|
32,826
|
|
|
56,689
|
|
|
89,515
|
|
Shannon M. Shaw
|
|
14,799
|
|
|
54,251
|
|
|
69,050
|
|
(4)
|
The market value of the RSUs and PRSUs were calculated by multiplying the market price of our common stock at December 30, 2016 of
$8.23
per share by the corresponding number of RSUs or PRSUs reflected in the table above.
|
(5)
|
Stock options granted in 2016 are subject to vesting such that 25% vest on the first anniversary of the grant date, and the remaining 75% vest ratably on a monthly basis over a three-year period thereafter, subject to continued employment as of each vesting date.
|
(6)
|
Represents 114,503 PRSUs granted to Mr. Durchslag during 2016 under the 2016 LTIP as further discussed in footnote (7) below and 656,618 PRSUs that remain outstanding from his 2015 PRSU grant. The PRSUs granted in 2015 are market condition performance equity awards that are earned and begin vesting in separate tranches upon our achievement of certain predetermined stock price targets. Mr. Durchslag earned the first and second tranches of his 2015 PRSU grant, representing a total of 477,542 PRSUs, during 2015, both of which commenced vesting on September 8, 2016. No additional tranches under Mr. Durchslag’s 2015 PRSU grant were earned during 2016.
|
(7)
|
Represents PRSUs granted during 2016 under the 2016 LTIP at the 100% target achievement level for this award. The PRSUs granted are contingent upon our performance with respect to certain predetermined Total Cumulative Revenue targets over the 33-month period commencing April 1, 2016 and concluding December 31, 2018, subject to our achievement of a $100 million Adjusted EBITDA threshold over the same time period. At the time of grant, the number of PRSUs ultimately earned, and therefore the number of shares ultimately issued, could be 0% or range from 75% (threshold achievement level) to 200% (stretch, or maximum achievement level) of the target number of PRSUs, based on our performance in relation to the performance conditions, and linear interpolation will be applied should Total Cumulative Revenue fall between the threshold and maximum achievement levels. During the first quarter of 2017, the Compensation Committee cancelled the “stretch” component of the 2016 LTIP such that the maximum achievement level under this award is now the 100% target achievement level. Any PRSUs earned under the 2016 LTIP will vest in full on May 31, 2019, subject to continued employment as of that date.
|
|
|
Option Awards
|
|
Stock Awards
|
||||||||
Name
|
|
Number of Shares Acquired on Exercise (#)
(1)
|
|
Value Realized on Exercise
($)
|
|
Number of Shares Acquired on Vesting (#)
(2)
|
|
Value Realized on Vesting
($) (3) |
||||
Scott A. Durchslag
|
|
—
|
|
|
—
|
|
|
448,417
|
|
|
4,565,783
|
|
Thomas R. Fox
|
|
—
|
|
|
—
|
|
|
45,436
|
|
|
444,513
|
|
J. Mark Howell
|
|
—
|
|
|
—
|
|
|
48,033
|
|
|
467,418
|
|
Angela R. Hicks Bowman
|
|
—
|
|
|
—
|
|
|
10,942
|
|
|
96,508
|
|
Shannon M. Shaw
|
|
—
|
|
|
—
|
|
|
4,933
|
|
|
43,509
|
|
(1)
|
No stock options were exercised by any of our Named Executive Officers during
2016
.
|
(2)
|
Represents the gross number of shares of our common stock that were acquired upon the vesting of RSUs and/or PRSUs during 2016. Actual shares received were issued net of shares withheld or sold to satisfy the tax obligations created by such vesting.
|
(3)
|
Value realized on vesting is calculated by multiplying the number of shares vested by the market value of our common stock on the vesting date.
|
•
|
cash payments equal to 2.4 times his then-current annual base salary, payable in 24 bi-monthly installments beginning on the 60
th
day following his termination date (the “Payment Commencement Date”), less all applicable taxes and withholdings; and
|
•
|
a lump sum payment equal to 18 months of the cost of COBRA payments, payable on the Payment Commencement Date.
|
•
|
a cash payment equal to 3.0 times the sum of his then-current annual base salary and target bonus, payable in one lump sum on the Payment Commencement Date, less all applicable taxes and withholdings;
|
•
|
a lump sum payment equal to 18 months of the cost of COBRA payments, payable on the Payment Commencement Date.
|
|
|
Involuntary
Termination
|
|
Change in Control Followed by
Involuntary Termination
|
||||||||||||||
Name
|
|
Cash ($)
|
|
Equity ($)
(1)
|
|
Total ($)
|
|
Cash ($)
|
|
Equity ($)
(1)
|
|
Total ($)
|
||||||
Scott A. Durchslag
|
|
1,200,000
|
|
|
174,267
|
|
|
1,374,267
|
|
|
3,600,000
|
|
|
9,130,536
|
|
|
12,730,536
|
|
Thomas R. Fox
|
|
370,000
|
|
|
—
|
|
|
370,000
|
|
|
740,000
|
|
|
1,363,294
|
|
|
2,103,294
|
|
J. Mark Howell
|
|
420,000
|
|
|
—
|
|
|
420,000
|
|
|
840,000
|
|
|
1,670,659
|
|
|
2,510,659
|
|
Angela R. Hicks Bowman
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,530,692
|
|
|
1,530,692
|
|
Shannon M. Shaw
|
|
321,000
|
|
|
—
|
|
|
321,000
|
|
|
642,000
|
|
|
1,208,994
|
|
|
1,850,994
|
|
(1)
|
The value associated with accelerated vesting of time-based stock options, performance-based stock options, RSUs and PRSUs, as applicable, is based on the value of such equity awards at December 30, 2016. The fair value of stock options is based on the difference between the market price of our common stock at December 30, 2016 of
$8.23
per share less the per share exercise prices of the applicable stock option awards. The value of RSUs and PRSUs is calculated by multiplying the market price of our common stock at December 30, 2016 of
$8.23
per share by the number of RSUs or PRSUs as to which vesting would accelerate upon the occurrence of the applicable event.
|
Plan Category
|
|
Number of securities to be issued upon exercise of outstanding
options, warrants and rights
(1)
|
|
Weighted average exercise price of outstanding options, warrants and rights
(2)
|
|
Number of securities remaining available for future issuance under equity compensation plans
(excluding securities reflected in the first column of this table)
(3)
|
||||
Equity compensation plans approved by security holders
(4)
|
|
15,408,201
|
|
|
$
|
10.14
|
|
|
2,873,220
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
15,408,201
|
|
|
$
|
10.14
|
|
|
2,873,220
|
|
(1)
|
As of December 31,
2016
, outstanding equity awards consisted of time-based stock options, performance-based stock options, RSUs and PRSUs. The number of outstanding performance-based stock options and PRSUs included in the totals shown in the table above assumes those awards will be earned at the maximum award level (the 200% “stretch” performance achievement level for the 2016 LTIP).
|
(2)
|
There is no exercise price with respect to the RSUs and PRSUs outstanding.
|
(3)
|
Consists of shares available for awards under the Existing Omnibus Plan and shares available for purchase under the ESPP as of December 31, 2016 and assumes that outstanding performance-based stock options and PRSUs will be earned at the maximum award level (the 200% “stretch” performance achievement level for the 2016 LTIP). The amount in this column includes 1,213,290 shares remaining available for issuance under the Existing Omnibus Plan as of December 31,
2016
. On the first day of each fiscal year, through 2021, during which the Existing Omnibus Plan remains in effect, the number of shares in the reserve under the Existing Omnibus Plan will increase by an amount equal to the least of (x) 5.0% of the outstanding shares of common stock on the last day of the immediately preceding fiscal year, (y) 5,090,496 shares and (z) such lesser number of shares determined by our Board. The amount in this column also includes an estimated 1,659,930 shares remaining available for purchase under the ESPP as of December 31,
2016
, of which 26,847 shares were subject to purchase based upon the payroll withholdings through that date under the ESPP for the current purchase period (assuming the closing price of our common stock at the end of the current purchase period will equal the closing price on the last market trading date in 2016 and that all participants currently enrolled in the ESPP will remain enrolled until the purchase date).
|
(4)
|
Includes the Existing Omnibus Plan and the ESPP.
|
•
|
the amounts involved exceeded or will exceed $120,000; and
|
•
|
any of our directors, executive officers, holders of more than 5% of our common stock or any member of their immediate family had or will have a direct or indirect material interest.
|
By Order of the Board of Directors
|
|
/S/ SHANNON M. SHAW
|
Shannon M. Shaw
Chief Legal Officer & Corporate Secretary
|
1.
|
Purpose
. The purpose of the Angie’s List, Inc. 2017 Omnibus Incentive Plan (the “Plan”) is to attract and retain the best available personnel for positions of responsibility with the Company, to provide additional incentives to them and align their interests with those of the Company’s stockholders, and to thereby promote the Company’s long-term business success.
|
2.
|
Definitions
. In this Plan, the following definitions will apply.
|
(a)
|
“Affiliate” means any entity that is a Subsidiary of the Company.
|
(b)
|
“Agreement” means the written or electronic agreement, notice or other document containing the terms and conditions applicable to each Award granted under the Plan. An Agreement is subject to the terms and conditions of the Plan.
|
(c)
|
“Award” means a grant made under the Plan in the form of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, an Other Stock-Based Award or a Cash Incentive Award.
|
(d)
|
“Board” means the Board of Directors of the Company.
|
(e)
|
“Cash Incentive Award” means a dollar-denominated performance-based Award as described in Section 11(b).
|
(f)
|
“Cause” means what the term is expressly defined to mean in a then-effective written agreement (including an Agreement) between a Participant and the Company or any Affiliate, or in the absence of any such then-effective agreement or definition means
,
a Participant’s (i) material breach of his or her employment agreement, if any, with the Company; (ii) material violation of any law, rule, regulation, court order or regulatory directive (other than traffic violations, misdemeanors or other minor offenses); (iii) material breach of the Company’s code of business conduct and ethics or of any fiduciary duty or nondisclosure, non-solicitation, non-competition or similar obligation owed to the Company or any Affiliate; (iv) engaging in any act or practice that involves personal dishonesty on the part of the Participant or demonstrates a willful and continuing disregard for the best interests of the Company and its Affiliates; or (v) engaging in dishonorable or disruptive behavior, practices or acts which would be reasonably expected to harm or bring disrepute to the Company or any of its Affiliates, their business or any of their customers, employees or vendors.
|
(g)
|
“Change in Control” means one of the following:
|
(1)
|
An Exchange Act Person becomes the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding Voting Securities, except that the following will not constitute a Change in Control:
|
(A)
|
any acquisition of securities of the Company by an Exchange Act Person from the Company for the purpose of providing financing to the Company;
|
(B)
|
any formation of a Group consisting solely of beneficial owners of the Company’s Voting Securities as of the effective date of this Plan; or
|
(C)
|
any repurchase or other acquisition by the Company of its Voting Securities that causes any Exchange Act Person to become the beneficial owner of more than 50% of the Company’s Voting Securities.
|
(2)
|
Individuals who are Continuing Directors cease for any reason to constitute a majority of the members of the Board.
|
(3)
|
A Corporate Transaction is consummated, unless, immediately following such Corporate Transaction, all or substantially all of the individuals and entities who were the beneficial owners of the Company’s Voting Securities immediately prior to such Corporate Transaction beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding Voting Securities of the surviving or acquiring entity resulting from such Corporate Transaction (including beneficial ownership through any Parent of such entity) in substantially the same proportions as their ownership, immediately prior to such Corporate Transaction, of the Company’s Voting Securities.
|
(h)
|
“Code” means the Internal Revenue Code of 1986, as amended and in effect from time to time. For purposes of the Plan, references to sections of the Code shall be deemed to include any applicable regulations thereunder and any successor or similar statutory provisions.
|
(i)
|
“Committee” means two or more Non‑Employee Directors designated by the Board to administer the Plan under Section 3, each member of which shall be (i) an independent director within the meaning of the rules and regulations of the Nasdaq Stock Market, (ii) a non-employee director within the meaning of Exchange Act Rule 16b-3, and (iii) an outside director for purposes of Code Section 162(m).
|
(j)
|
“Company” means Angie’s List, Inc., a Delaware corporation, or any successor thereto.
|
(k)
|
“Continuing Director” means an individual (i) who is, as of the effective date of the Plan, a director of the Company, or (ii) who becomes a director of the Company after the effective date hereof and whose initial election, or nomination for election by the Company’s stockholders, was approved by at least a majority of the then Continuing Directors, but excluding, for purposes of this clause (ii), an individual whose initial assumption of office occurs as a result of an actual or threatened proxy contest relating to the election of directors.
|
(l)
|
“Corporate Transaction” means (i) a sale or other disposition of all or substantially all of the assets of the Company, or (ii) a merger, consolidation, share exchange or similar transaction involving the Company, regardless of whether the Company is the surviving corporation.
|
(m)
|
“Disability” means (A) any permanent and total disability under any long-term disability plan or policy of the Company or its Affiliates that covers the Participant, or (B) if there is no such long-term disability plan or policy, “total and permanent disability” within the meaning of Code Section 22(e)(3).
|
(n)
|
“Employee” means an employee of the Company or an Affiliate.
|
(o)
|
“Exchange Act” means the Securities Exchange Act of 1934, as amended and in effect from time to time.
|
(p)
|
“Exchange Act Person” means any natural person, entity or Group other than (i) the Company or any Affiliate; (ii) any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate; (iii) an underwriter temporarily holding securities in connection with a registered public offering of such securities; or (iv) an entity whose Voting Securities are beneficially owned by the beneficial owners of the Company’s Voting Securities in substantially the same proportions as their beneficial ownership of the Company’s Voting Securities.
|
(q)
|
“Fair Market Value” of a Share means the fair market value of a Share determined as follows:
|
(1)
|
If the Shares are readily tradable on an established securities market (as determined under Code Section 409A), then Fair Market Value will be the closing sales price for a Share on the principal securities market on which it trades on the date for which it is being determined, or if no sale of Shares occurred on that date, on the next preceding date on which a sale of Shares occurred, as reported in
The Wall Street Journal
or such other source as the Committee deems reliable; or
|
(2)
|
If the Shares are not then readily tradable on an established securities market (as determined under Code Section 409A), then Fair Market Value will be determined by the Committee as the result of a reasonable application of a reasonable valuation method that satisfies the requirements of Code Section 409A.
|
(r)
|
“Full Value Award” means an Award other than an Option Award, Stock Appreciation Right Award, or Cash Incentive Award, and for purposes of Section 4, includes an award under the Prior Plan that is not an option award, a stock appreciation right award, or a cash-based award.
|
(s)
|
“Grant Date” means the date on which the Committee approves the grant of an Award under the Plan, or such later date as may be specified by the Committee on the date the Committee approves the Award.
|
(t)
|
“Group” means two or more persons who act, or agree to act together, as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding, voting or disposing of securities of the Company.
|
(u)
|
“Non-Employee Director” means a member of the Board who is not an Employee.
|
(v)
|
“Option” means a right granted under the Plan to purchase a specified number of Shares at a specified price. An “Incentive Stock Option” or “ISO” means any Option designated as such and granted in accordance with the requirements of Code Section 422. A “Non‑Qualified Stock Option” or “NQSO” means an Option other than an Incentive Stock Option.
|
(w)
|
“Other Stock-Based Award” means an Award described in Section 11 of this Plan.
|
(x)
|
“Parent” means a “parent corporation,” as defined in Code Section 424(e).
|
(y)
|
“Participant” means a person to whom a then-outstanding Award has been granted under the Plan.
|
(z)
|
“Performance-Based Compensation” means an Award to a person who is, or is determined by the Committee to likely become, a “covered employee” (as defined in Section 162(m)(3) of the Code) and that is intended to constitute “performance-based compensation” within the meaning of Section 162(m)(4)(C) of the Code.
|
(aa)
|
“Plan” means this Angie’s List, Inc. 2017 Omnibus Incentive Plan, as amended and in effect from time to time.
|
(bb)
|
“Prior Plan” means the Angie’s List, Inc. Amended and Restated Omnibus Incentive Plan, effective as of August 11, 2011.
|
(cc)
|
“Restricted Stock” means Shares issued to a Participant that are subject to such restrictions on transfer, vesting conditions and other restrictions or limitations as may be set forth in this Plan and the applicable Agreement.
|
(dd)
|
“Restricted Stock Unit” means a right to receive, in cash and/or Shares as determined by the Committee, the Fair Market Value of a Share, subject to such restrictions on transfer, vesting conditions and other restrictions or limitations as may be set forth in this Plan and the applicable Agreement.
|
(ee)
|
“Service” means the provision of services by a Participant to the Company or any Affiliate in any Service Provider capacity. A Service Provider’s Service shall be deemed to have terminated either upon an actual cessation of providing services to the Company or any Affiliate or upon the entity to which the Service Provider provides services ceasing to be an Affiliate. Except as otherwise provided in this Plan or any Agreement, Service shall not be deemed terminated in the case of (i) any approved leave of absence; (ii) transfers among the Company and any Affiliates in any Service Provider capacity; or (iii) any change in status so long as the individual remains in the service of the Company or any Affiliate in any Service Provider capacity.
|
(ff)
|
“Service Provider” means an Employee, a Non-Employee Director, or any consultant or advisor who is a natural person and who provides services (other than in connection with (i) a capital-raising transaction or (ii) promoting or maintaining a market in Company securities) to the Company or any Affiliate.
|
(gg)
|
“Share” means a share of Stock.
|
(hh)
|
“Stock” means the common stock, $0.001 par value per Share, of the Company.
|
(ii)
|
“Stock Appreciation Right” or “SAR” means the right to receive, in cash and/or Shares as determined by the Committee, an amount equal to the appreciation in value of a specified number of Shares between the Grant Date of the SAR and its exercise date.
|
(jj)
|
“Subsidiary” means a “subsidiary corporation,” as defined in Code Section 424(f), of the Company.
|
(kk)
|
“Substitute Award” means an Award granted upon the assumption of, or in substitution or exchange for, outstanding awards granted by a company or other entity acquired by the Company or any Affiliate or with which the Company or any Affiliate combines. The terms and conditions of a Substitute Award may vary from the terms and conditions set forth in the Plan to the extent that the Committee at the time of the grant may deem appropriate to conform, in whole or in part, to the provisions of the award in substitution for which it has been granted.
|
(ll)
|
“Voting Securities” of an entity means the outstanding equity securities (or comparable equity interests) entitled to vote generally in the election of directors of such entity.
|
3.
|
Administration of the Plan
.
|
(a)
|
Administration
. The authority to control and manage the operations and administration of the Plan shall be vested in the Committee in accordance with this Section 3.
|
(b)
|
Scope of Authority
. Subject to the terms of the Plan, the Committee shall have the authority, in its discretion, to take such actions as it deems necessary or advisable to administer the Plan, including:
|
(1)
|
determining the Service Providers to whom Awards will be granted, the timing of each such Award, the type of Award and the number of Shares covered by each Award, the terms, conditions, performance criteria, restrictions and other provisions of Awards, and the manner in which Awards are paid or settled;
|
(2)
|
cancelling or suspending an Award, or otherwise amending the terms and conditions of any outstanding Award, subject to the requirements of Sections 6(b), 15(d) and 15(e);
|
(3)
|
adopting sub-plans or special provisions applicable to Awards, establishing, amending or rescinding rules to administer the Plan, interpreting the Plan and any Award or Agreement, reconciling any inconsistency, correcting any defect or supplying an omission in the Plan or any Agreement, and making all other determinations necessary or desirable for the administration of the Plan; and
|
(4)
|
granting Substitute Awards under the Plan.
|
(c)
|
Acts of the Committee; Delegation
. A majority of the members of the Committee shall constitute a quorum for any meeting of the Committee, and any act of a majority of the members present at any meeting at which a quorum is present or any act unanimously approved in writing by all members of the Committee shall be the act of the Committee. Any such action of the Committee shall be valid and effective even if one or more members of the Committee at the time of such action are later determined not to have satisfied all of the criteria for membership in clauses (i), (ii) and (iii) of Section 2(i). To the extent not inconsistent with applicable law or stock exchange rules, the Committee may delegate all or any portion of its authority under the Plan to any one or more of its members or, as to Awards to Participants who are not subject to Section 16 of the Exchange Act, to one or more directors or executive officers of the Company or to a committee of the Board comprised of one or more directors of the Company. The Committee may also delegate non-discretionary administrative responsibilities in connection with the Plan to such other persons as it deems advisable.
|
(d)
|
Finality of Decisions
. The Committee’s interpretation of the Plan and of any Award or Agreement made under the Plan and all related decisions or resolutions of the Board or Committee shall be final and binding on all parties with an interest therein.
|
(e)
|
Indemnification
. Each person who is or has been a member of the Committee or of the Board, and any other person to whom the Committee delegates authority under the Plan, shall be indemnified by the Company, to the maximum extent permitted by law, against liabilities and expenses imposed upon or reasonably incurred by such person in connection with or resulting from any claims against such person by reason of the performance of the individual’s duties under the Plan. This right to indemnification is conditioned upon such person providing the Company an opportunity, at the Company’s expense, to handle and defend the claims before such person undertakes to handle and defend them on such person’s own behalf. The Company will not be required to indemnify any person for any amount paid in settlement of a claim unless the Company has first consented in writing to the settlement. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such person or persons may be entitled under the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise.
|
4.
|
Shares Available Under the Plan
.
|
(a)
|
Maximum Shares Available
. Subject to Section 4(b) and to adjustment as provided in Section 12(a), the number of Shares that may be the subject of Awards and issued under the Plan shall be 2,162,000, plus 1,213,290 Shares of Stock remaining available for future grants under the Prior Plan on the effective date of this Plan. No further awards may be made under the Prior Plan after the effective date of the Plan. Shares issued under the Plan may come from authorized and unissued shares or treasury shares. In determining the number of Shares to be counted against this share reserve in connection with any Award, the following rules shall apply:
|
(1)
|
Shares that are subject to Awards of Options or Stock Appreciation Rights shall be counted against the share reserve as one Share for every one Share granted.
|
(2)
|
Shares that are subject to Full Value Awards shall be counted against the share reserve as 1.44 Shares for every one Share granted.
|
(3)
|
Where the number of Shares subject to an Award is variable on the Grant Date, the number of Shares to be counted against the share reserve shall be the maximum number of Shares that could be received under that particular Award, until such time as it can be determined that only a lesser number of shares could be received.
|
(4)
|
Where two or more types of Awards are granted to a Participant in tandem with each other, such that the exercise of one type of Award with respect to a number of Shares cancels at least an equal number of Shares of the other, the number of Shares to be counted against the share reserve shall be the largest number of Shares that would be counted against the share reserve under either of the Awards.
|
(5)
|
Shares subject to Substitute Awards shall not be counted against the share reserve, nor shall they reduce the Shares authorized for grant to a Participant in any calendar year.
|
(6)
|
Awards that may be settled solely in cash shall not be counted against the share reserve, nor shall they reduce the Shares authorized for grant to a Participant in any calendar year.
|
(b)
|
Effect of Forfeitures and Other Actions
. Any Shares subject to an Award, or to an award granted under the Prior Plan that is outstanding on the effective date of this Plan (a “Prior Plan Award”), that expires, is cancelled or forfeited or is settled for cash shall, to the extent of such cancellation, forfeiture, expiration or cash settlement, again become available for Awards under this Plan, and the share reserve under Section 4(a) shall be correspondingly replenished as provided in Section 4(c) below. The following Shares shall not, however, again become available for Awards or replenish the share reserve under Section 4(a): (i) Shares tendered (either actually or by attestation) by the Participant or withheld by the Company in payment of the purchase price of a stock option issued under this Plan or the Prior Plan, (ii) Shares tendered (either actually or by attestation) by the Participant or withheld by the Company to satisfy any tax withholding obligation with respect to any Award or Prior Plan Award, (iii) Shares repurchased by the Company with proceeds received from the exercise of a stock option issued under this Plan or the Prior Plan, and (iv) Shares subject to a stock appreciation right award issued under this Plan or the Prior Plan that are not issued in connection with the stock settlement of that award upon its exercise.
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(c)
|
Counting Shares Again Available
. Each Share that again becomes available for Awards as provided in Section 4(b) shall correspondingly increase the share reserve under Section 4(a), with such increase based on the same share ratio by which the applicable share reserve was decreased upon the grant of the applicable award.
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(d)
|
Effect of Plans Operated by Acquired Companies
. If a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall supplement the Share reserve under Section 4(a). Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan absent the acquisition or combination, and shall only be made to individuals who were not Employees or Non-Employee Directors prior to such acquisition or combination.
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(e)
|
No Fractional Shares
. Unless otherwise determined by the Committee, the number of Shares subject to an Award shall always be a whole number. No fractional Shares may be issued under the Plan, but the Committee may, in its discretion, adopt any rounding convention it deems suitable or pay cash in lieu of any fractional Share in settlement of an Award.
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(f)
|
Individual Option and SAR Limit
. The aggregate number of Shares subject to Options and/or Stock Appreciation Rights granted during any calendar year to any one Participant other than a Non-Employee Director shall not exceed 1,500,000
Shares (subject to adjustment as provided in Section 12(a)).
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(g)
|
Performance-Based Compensation Limit
. With respect to Awards of Performance-Based Compensation, (i) the maximum number of Shares that may be the subject of Full Value Awards that are denominated in Shares or Share equivalents and that are granted to any Participant during any calendar year shall not exceed 1,500,000 Shares (subject to adjustment as provided in Section 12(a)); and (ii) the maximum amount payable with respect to Full Value Awards and Cash Incentive Awards that are denominated other than in Shares or Share equivalents and that are granted to any one Participant during any calendar year shall not exceed $5,000,000.
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(h)
|
Limits on Awards to Non-Employee Directors
. The aggregate grant date fair value (as determined in accordance with generally accepted accounting principles applicable in the United States) of all Awards granted during any calendar year to any Non-Employee Director (excluding any Awards granted at the election of a Non-Employee Director in lieu of all or any portion of retainers or fees otherwise payable to Non-Employee Directors in cash) shall not exceed $500,000.
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5.
|
Eligibility
. Participation in the Plan is limited to Service Providers. Incentive Stock Options may only be granted to Employees.
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6.
|
General Terms of Awards
.
|
(a)
|
Award Agreement
. Except for an Award that involves only the immediate issuance of unrestricted Shares, each Award shall be evidenced by an Agreement setting forth the amount of the Award together with such other terms and conditions applicable to the Award (and not inconsistent with the Plan) as determined by the Committee. An Award to a Participant may be
made singly or in combination with any form of Award. Two types of Awards may be made in tandem with each other such that the exercise of one type of Award with respect to a number of Shares reduces the number of Shares subject to the related Award by at least an equal amount.
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(b)
|
Vesting and Term
. Each Agreement shall set forth the period until the applicable Award is scheduled to expire (which shall not be more than ten years from the Grant Date), and, consistent with the requirements of this Section 6(b), the applicable vesting conditions and any applicable performance period. Awards that vest based solely on the satisfaction by the Participant of service-based vesting conditions shall be subject to a vesting period of not less than one year from the applicable Grant Date, and Awards whose grant or vesting is subject to the satisfaction of performance goals over a performance period shall be subject to a performance period of not less than one year. The foregoing minimum vesting and performance periods will not, however, apply in connection with: (i) a Change in Control, (ii) a termination of Service due to death or Disability, (iii) to a Substitute Award that does not reduce the vesting period of the award being replaced, (iv) Awards made in payment of or exchange for other compensation already earned and payable, and (v) Awards involving an aggregate number of Shares not in excess of 5% of the Plan’s share reserve specified in Section 4(a). For purposes of Awards to Non-Employee Directors, a vesting period will be deemed to be one year if it runs from the date of one annual meeting of the Company’s stockholders to the next annual meeting of the Company’s stockholders.
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(c)
|
Transferability
. Except as provided in this Section 6(c), (i) during the lifetime of a Participant, only the Participant or the Participant’s guardian or legal representative may exercise an Option or SAR, or receive payment with respect to any other Award; and (ii) no Award may be sold, assigned, transferred, exchanged or encumbered, voluntarily or involuntarily, other than by will or the laws of descent and distribution. Any attempted transfer in violation of this Section 6(c) shall be of no effect. The Committee may, however, provide in an Agreement or otherwise that an Award (other than an Incentive Stock Option) may be transferred pursuant to a domestic relations order or may be transferable by gift to any “family member” (as defined in General Instruction A(5) to Form S-8 under the Securities Act of 1933) of the Participant. Any Award held by a transferee shall continue to be subject to the same terms and conditions that were applicable to that Award immediately before the transfer thereof. For purposes of any provision of the Plan relating to notice to a Participant or to acceleration or termination of an Award upon the death or termination of Service of a Participant, the references to “Participant” shall mean the original grantee of an Award and not any transferee.
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(d)
|
Termination of Service
. Unless otherwise provided in an applicable Agreement or another then-effective written agreement between a Participant and the Company, and subject to Section 12 of this Plan, if a Participant’s Service with the Company and all of its Affiliates terminates, the following provisions shall apply (in all cases subject to the scheduled expiration of an Option or SAR Award, as applicable):
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(1)
|
Upon termination of Service for Cause, all unexercised Option and SAR Awards and all unvested portions of any other outstanding Awards shall be forfeited without consideration immediately after such termination.
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(2)
|
Upon termination of Service for any other reason, all unvested and unexercisable portions of any outstanding Awards shall be immediately forfeited without consideration.
|
(3)
|
Upon termination of Service for any reason other than Cause, death or Disability, the currently vested and exercisable portions of Option and SAR Awards may be exercised for a period of three months after the date of such termination. However, if a Participant thereafter dies during such three-month period, the vested and exercisable portions of the Option and SAR Awards may be exercised for a period of one year after the date of such termination.
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(4)
|
Upon termination of Service due to death or Disability, the currently vested and exercisable portions of Option and SAR Awards may be exercised for a period of one year after the date of such termination.
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(e)
|
Rights as Stockholder
. No Participant shall have any rights as a stockholder with respect to any Shares covered by an Award unless and until the date the Participant becomes the holder of record of the Shares, if any, to which the Award relates.
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(f)
|
Performance-Based Awards
. Any Award may be granted as a performance-based Award if the Committee establishes one or more measures of corporate, business unit or individual performance which must be attained, and the performance period over which the specified performance is to be attained, as a condition to the grant, vesting, exercisability, lapse of restrictions and/or settlement in cash or Shares of such Award. In connection with any such Award, the Committee shall determine the extent to which performance measures have been attained and other applicable terms and conditions have been satisfied, and the degree to which vesting, exercisability, lapse of restrictions and/or settlement of such Award has been earned. Any performance-based Award that is intended by the Committee to qualify as Performance-Based Compensation shall additionally be subject to the requirements of Section 16 of this Plan. Except as provided in Section 16 with respect to Performance-Based Compensation, the Committee shall also have the authority to provide, in an Agreement or otherwise, for the modification of a performance period and/or an adjustment or waiver of the achievement of performance measures under specified circumstances such as (i) the occurrence of events that are unusual in nature or infrequently occurring, such as a Change in Control, acquisitions, divestitures, restructuring activities, recapitalizations, or asset write-downs, (ii) a change in applicable tax laws or accounting principles, or (iii) the Participant’s death or Disability.
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(g)
|
Dividends and Dividend Equivalents
. No dividends, dividend equivalents or distributions will be paid with respect to Shares subject to an Option or SAR Award. Any dividends or distributions payable with respect to Shares that are subject to the unvested portion of a Restricted Stock Award will be accumulated or deemed reinvested until such Award is earned, vested and paid, and will be subject to the same restrictions, conditions and risk of forfeiture as the Shares to which such dividends or distributions relate. In its discretion, the Committee may provide in an Award Agreement for a Stock Unit Award or an Other Stock-Based Award that the Participant will be entitled to receive dividend equivalents, based on dividends actually declared and paid on outstanding Shares, on the units or other Share equivalents subject to the Stock Unit Award or Other Stock-Based Award, provided, however, that such dividend equivalents will be accumulated or deemed reinvested until such Award is earned, vested and paid, and will be subject to the same restrictions, conditions and risk of forfeiture as the units or other Share equivalents to which such dividend equivalents relate. Any Shares issued or issuable during the term of this Plan as the result of the reinvestment of dividends or the deemed reinvestment of dividend equivalents in connection with an Award or a Prior Plan Award shall be counted against, and replenish upon any subsequent forfeiture, the Plan’s share reserve as provided in Section 4.
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7.
|
Stock Option Awards
.
|
(a)
|
Type and Exercise Price
. The Agreement pursuant to which an Option Award is granted shall specify whether the Option is an Incentive Stock Option or a Non-Qualified Stock Option. The exercise price at which each Share subject to an Option Award may be purchased shall be determined by the Committee and set forth in the Agreement, and shall not be less than the Fair Market Value of a Share on the Grant Date, except in the case of Substitute Awards (to the extent consistent with Code Section 409A and, in the case of Incentive Stock Options, Code Section 424).
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(b)
|
Payment of Exercise Price
. The purchase price of the Shares with respect to which an Option Award is exercised shall be payable in full at the time of exercise. The purchase price may be paid in cash or in such other manner as the Committee may permit, including by payment under a broker-assisted sale and remittance program, by withholding Shares otherwise issuable to the Participant upon exercise of the Option or by delivery to the Company of Shares (by actual delivery or attestation) already owned by the Participant (in each case, such Shares having a Fair Market Value as of the date the Option is exercised equal to the purchase price of the Shares being purchased).
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(c)
|
Exercisability and Expiration
. Each Option Award shall be exercisable in whole or in part on the terms provided in the Agreement, including without limitation the restrictions provided in Section 6(b). No Option Award shall be exercisable at any time after its scheduled expiration. When an Option Award is no longer exercisable, it shall be deemed to have terminated.
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(d)
|
Incentive Stock Options
.
|
(1)
|
An Option Award will constitute an Incentive Stock Option Award only if the Participant receiving the Option Award is an Employee, and only to the extent that (i) it is so designated in the applicable Agreement and (ii) the aggregate Fair Market Value (determined as of the Option Award’s Grant Date) of the Shares with respect to which Incentive Stock Option Awards held by the Participant first become exercisable in any calendar year (under the Plan and all other plans of the Company and its Affiliates) does not exceed $100,000 or such other amount specified by the Code. To the extent an Option Award granted to a Participant exceeds this limit, the Option Award shall be treated as a Non-Qualified Stock Option Award. The maximum number of Shares that may be issued upon the exercise of Incentive Stock Option Awards under the Plan shall be 1,500,000, subject to adjustment as provided in Section 12(a).
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(2)
|
No Participant may receive an Incentive Stock Option Award under the Plan if, immediately after the grant of such Award, the Participant would own (after application of the rules contained in Code Section 424(d)) Shares possessing more than 10% of the total combined Voting Power of all classes of stock of the Company or an Affiliate, unless (i) the per Share exercise price for such Award is at least 110% of the Fair Market Value of a Share on the Grant Date and (ii) such Award will expire no later than five years after its Grant Date.
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(3)
|
For purposes of continued Service by a Participant who has been granted an Incentive Stock Option Award, no approved leave of absence may exceed three months unless reemployment upon expiration of such leave is provided by statute or contract. If reemployment is not so provided, then on the date six months following the first day of such leave, any Incentive Stock Option held by the Participant shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Non-Qualified Stock Option.
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(4)
|
If an Incentive Stock Option Award is exercised after the expiration of the exercise periods that apply for purposes of Code Section 422, such Option shall thereafter be treated as a Non-Qualified Stock Option.
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(5)
|
The Agreement covering an Incentive Stock Option Award shall contain such other terms and provisions that the Committee determines necessary to qualify the Option Award as an Incentive Stock Option Award.
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(e)
|
Extension if Exercise Prevented by Law
. Notwithstanding the foregoing, if the exercise of an Option Award during the applicable post-termination of Service exercise period as set forth in Section 6(d) or in the applicable Agreement is prevented by Section 17(c), the Option shall remain exercisable until the later of (i) 30 days after the date the exercise of the Option would no longer be prevented by such provision, or (ii) the end of the applicable post-termination exercise period, but in no event later than the scheduled expiration date of the Option as set forth in the applicable Agreement.
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(f)
|
Automatic Exercise of Non-Qualified Stock Options
. To the extent any portion of a vested and exercisable Non-Qualified Stock Option remains unexercised immediately prior to the close of business on the expiration date of the Option (either the originally scheduled expiration date or such earlier date on which the Option would otherwise expire pursuant to the Plan or the applicable Agreement in connection with a termination of Service other than due to Cause) (an “Automatic Exercise Date”), the entire vested and exercisable portion of such Option will be exercised on the Automatic Exercise Date without any further action by the Participant to whom the Option was granted (or the person or persons to whom the Option may have been transferred in accordance with Section 6(c) of the Plan and any applicable Agreement), but only if (i) the Fair Market Value of the number of exercisable Shares subject to the Option on the Automatic Exercise Date is at least $50 greater than the aggregate exercise price of such number of Option Shares, and (ii) no Option exercise suspension permitted or required under the Plan and applicable Agreements is then in effect. The aggregate exercise price for any Option exercise under this Section 7(f) and any related withholding taxes will be paid by the Company retaining from the total number of Shares as to which the Option is being exercised a number of shares having an aggregate Fair Market Value as of the Automatic Exercise Date equal to the amount of such aggregate exercise price plus the applicable withholding taxes. The Committee shall have the authority to limit or modify the applicability of this provision to Participants who are subject to Section 3(c) of the Plan. Nothing in this Section 7(f) shall preclude the Committee from unilaterally modifying or repealing any such Plan rule at any time, and any such modification or repeal shall be applicable to all Option Awards then outstanding as well as to Option Awards granted thereafter.
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8.
|
Stock Appreciation Right Awards
.
|
(a)
|
Nature of Award
. An Award of Stock Appreciation Rights shall be subject to such terms and conditions as are determined by the Committee, and shall provide a Participant the right to receive upon exercise of the SAR Award all or a portion of the excess of (i) the Fair Market Value as of the date of exercise of the SAR Award of the number of Shares as to which the SAR Award is being exercised, over (ii) the aggregate exercise price for such number of Shares. The per Share exercise price for any SAR Award shall be determined by the Committee and set forth in the applicable Agreement, and shall not be less than the Fair Market Value of a Share on the Grant Date, except in the case of Substitute Awards (to the extent consistent with Code Section 409A).
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(b)
|
Exercise of SAR
. Each SAR Award may be exercisable in whole or in part at the times, on the terms and in the manner provided in the Agreement, including without limitation the restrictions provided in Section 6(b). No SAR Award shall be exercisable at any time after its scheduled expiration. When a SAR Award is no longer exercisable, it shall be deemed to have terminated. Upon exercise of a SAR Award, payment to the Participant shall be made at such time or times as shall be provided in the Agreement in the form of cash, Shares or a combination of cash and Shares as determined by the Committee. The Agreement may provide for a limitation upon the amount or percentage of the total appreciation on which payment (whether in cash and/or Shares) may be made in the event of the exercise of a SAR Award.
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9.
|
Restricted Stock Awards
.
|
(a)
|
Vesting and Consideration
. Shares subject to a Restricted Stock Award shall be subject to vesting and the lapse of applicable restrictions based on such conditions or factors and occurring over such period of time as the Committee may determine in its discretion, subject to the limitations provided in Section 6(b). The Committee may provide whether any consideration other than Services must be received by the Company or any Affiliate as a condition precedent to the grant of a Restricted Stock Award, and may correspondingly provide for Company reacquisition or repurchase rights if such additional consideration has been required and some or all of a Restricted Stock Award does not vest.
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(b)
|
Shares Subject to Restricted Stock Awards
. Unvested Shares subject to a Restricted Stock Award shall be evidenced by a book-entry in the name of the Participant with the Company’s transfer agent or by one or more Stock certificates issued in the name of the Participant. Any such Stock certificate shall be deposited with the Company or its designee, together with an assignment separate from the certificate, in blank, signed by the Participant, and bear an appropriate legend referring to the restricted nature of the Restricted Stock evidenced thereby. Any book-entry shall be subject to comparable restrictions and corresponding stop transfer instructions. Upon the vesting of Shares of Restricted Stock, and the Company’s determination that any necessary conditions precedent to the release of vested Shares (such as satisfaction of tax withholding obligations and compliance with applicable legal requirements) have been satisfied, such vested Shares shall be made available to the Participant in such manner as may be prescribed or permitted by the Committee. Except as otherwise provided in the Plan or an applicable Agreement, a Participant with a Restricted Stock Award shall have all the rights of a shareholder, including the right to vote the Shares of Restricted Stock.
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10.
|
Restricted Stock Unit Awards
.
|
(a)
|
Vesting and Consideration
. A Restricted Stock Unit Award shall be subject to vesting and the lapse of applicable restrictions based on such conditions or factors and occurring over such period of time as the Committee may determine in its discretion, subject to the limitations provided in Section 6(b). If vesting of a Restricted Stock Unit Award is conditioned on the achievement of specified performance goals, the extent to which they are achieved over the specified performance period shall determine the number of Restricted Stock Units that will be earned and eligible to vest, which may be greater or less than the target number of Restricted Stock Units stated in the Agreement. The Committee may provide whether any consideration other than Services must be received by the Company or any Affiliate as a condition precedent to the settlement of a Restricted Stock Unit Award.
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(b)
|
Payment of Award
. Following the vesting of a Restricted Stock Unit Award, and the Company’s determination that any necessary conditions precedent to the settlement of the Award (such as satisfaction of tax withholding obligations and compliance with applicable legal requirements) have been satisfied, settlement of the Award and payment to the Participant shall be made at such time or times in the form of cash, Shares (which may themselves be considered Restricted Stock under the Plan) or a combination of cash and Shares as determined by the Committee.
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11.
|
Other Awards
.
|
(a)
|
Other Stock-Based Awards
. The Committee may from time to time grant Shares and other Awards that are valued by reference to and/or payable in whole or in part in Shares under the Plan. The Committee shall determine the terms and conditions of such Awards, which shall be consistent with the terms and purposes of the Plan. The Committee may direct the Company to issue Shares subject to restrictive legends and/or stop transfer instructions that are consistent with the terms and conditions of the Award to which the Shares relate.
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(b)
|
Cash Incentive Awards
. A Cash Incentive Award shall be considered a performance-based Award for purposes of, and subject to, Section 6(g), the payment of which shall be contingent upon the degree to which one or more specified performance goals have been achieved over the specified performance period. Cash Incentive Awards may be granted to any Participant in such dollar-denominated amounts and upon such terms and at such times as shall be determined by the Committee. Following the completion of the applicable performance period and the vesting of a Cash Incentive Award, payment of the settlement amount of the Award to the Participant shall be made at such time or times in the form of cash, Shares or other forms of Awards under the Plan (valued for these purposes at their grant date fair value) or a combination of cash, Shares and other forms of Awards as determined by the Committee and specified in the applicable Agreement.
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12.
|
Changes in Capitalization, Corporate Transactions, Change in Control
.
|
(a)
|
Adjustments for Changes in Capitalization
. In the event of any equity restructuring (within the meaning of FASB ASC Topic 718) that causes the per share value of Shares to change, such as a stock dividend, stock split, spinoff, rights offering or recapitalization through an extraordinary dividend, the Committee shall make such adjustments as it deems equitable and appropriate to (i) the aggregate number and kind of Shares or other securities issued or reserved for issuance under the Plan, (ii) the number and kind of Shares or other securities subject to outstanding Awards, (iii) the exercise price of outstanding Options and SARs, and (iv) any maximum limitations prescribed by the Plan with respect to certain types of Awards or the grants to individuals of certain types of Awards. In the event of any other change in corporate capitalization, including a merger, consolidation, reorganization, or partial or complete liquidation of the Company, such equitable adjustments described in the foregoing sentence may be made as determined to be appropriate and equitable by the Committee to prevent dilution or enlargement of rights of Participants. In either case, any such adjustment shall be conclusive and binding for all purposes of the Plan. No adjustment shall be made pursuant to this Section 12(a) in connection with the conversion of any convertible securities of the Company, or in a manner that would cause Incentive Stock Options to violate Section 422(b) of the Code or cause an Award to be subject to adverse tax consequences under Section 409A of the Code.
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(b)
|
Corporate Transactions
. Unless otherwise provided in an applicable Agreement or another written agreement between a Participant and the Company, the following provisions shall apply to outstanding Awards in the event of a Change in Control that involves a Corporate Transaction.
|
(1)
|
Continuation, Assumption or Replacement of Awards
. In the event of a Corporate Transaction, then the surviving or successor entity (or its Parent) may continue, assume or replace Awards outstanding as of the date of the Corporate Transaction (with such adjustments as may be required or permitted by Section 12(a)), and such Awards or replacements therefor shall remain outstanding and be governed by their respective terms, subject to Section 12(b)(4) below. A surviving or successor entity may elect to continue, assume or replace only some Awards or portions of Awards. For purposes of this Section 12(b)(1), an Award shall be considered assumed or replaced if, in connection with the Corporate Transaction and in a manner consistent with Code Sections 409A and 424, either (i) the contractual obligations represented by the Award are expressly assumed by the surviving or successor entity (or its Parent) with appropriate adjustments to the number and type of securities subject to the Award and the exercise price thereof that preserves the intrinsic value of the Award existing at the time of the Corporate Transaction, or (ii) the Participant has received a comparable equity-based award that preserves the intrinsic value of the Award existing at the time of the Corporate Transaction and contains terms and conditions that are substantially similar to those of the Award.
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(2)
|
Acceleration
. If and to the extent that outstanding Awards under the Plan are not continued, assumed or replaced in connection with a Corporate Transaction, then (i) all outstanding Option and SAR Awards shall become fully vested and exercisable for such period of time prior to the effective time of the Corporate Transaction as is deemed fair and equitable by the Committee, and shall terminate at the effective time of the Corporate Transaction, (ii) all outstanding Full Value Awards shall fully vest immediately prior to the effective time of the Corporate Transaction, and (iii) to the extent vesting of any Award is subject to satisfaction of specified performance goals, the portion of such Award that shall be deemed “fully vested” for purposes of this Section 12(b)(2) shall be a pro rata amount based on actual performance as of the effective time of the Corporate Transaction (with the performance goals appropriately adjusted to reflect the portion of the performance period that has elapsed as of the effective time of the Corporate Transaction) and on the length of time within the performance period that has elapsed prior to the Corporate Transaction. The Committee shall provide written notice of the period of accelerated exercisability of Option and SAR Awards to all affected Participants. The exercise of any Option or SAR Award whose exercisability is accelerated as provided in this Section 12(b)(2) shall be conditioned upon the consummation of the Corporate Transaction and shall be effective only immediately before such consummation.
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(3)
|
Payment for Awards
. If and to the extent that outstanding Awards under the Plan are not continued, assumed or replaced in connection with a Corporate Transaction, then the Committee may provide that some or all of such outstanding Awards shall be canceled at or immediately prior to the effective time of the Corporate Transaction in exchange for payments to the holders as provided in this Section 12(b)(3). The Committee will not be required to treat all Awards similarly for purposes of this Section 12(b)(3). The payment for any Award surrendered shall be in an amount equal to the difference, if any, between (i) the fair market value (as determined in good faith by the Committee) of the consideration that would otherwise be received in the Corporate Transaction for the number of Shares subject to the Award, and (ii) the aggregate exercise price (if any) for the Shares subject to such Award. With respect to an Award whose vesting is subject to the satisfaction of specified performance goals, the number of Shares subject to such an Award for purposes of this Section 12(b)(3) shall be the number of Shares that have been earned or deemed earned in the manner specified in Section 12(b)(2). If the amount determined pursuant to clause (i) of this subsection is less than or equal to the amount determined pursuant to clause (ii) of this subsection with respect to any Award, such Award may be canceled pursuant to this Section 12(b)(3) without payment of any kind to the affected Participant. Payment of any amount under this Section 12(b)(3) shall be made in such form, on such terms and subject to such conditions as the Committee determines in its discretion, which may or may not be the same as the form, terms and conditions applicable to payments to the Company’s stockholders in connection with the Corporate Transaction, and may, in the Committee’s discretion, include subjecting such payments to vesting conditions comparable to those of the Award surrendered, subjecting such payments to escrow or holdback terms comparable to those imposed upon the Company’s stockholders under the Corporate Transaction, or calculating and paying the present value of payments that would otherwise be subject to escrow or holdback terms.
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(4)
|
Termination After a Corporate Transaction
. If and to the extent that Awards are continued, assumed or replaced under the circumstances described in Section 12(b)(1), and if within eighteen months after the Corporate Transaction a Participant experiences an involuntary termination of Service for reasons other than Cause, or voluntarily terminates his or her Service for Good Reason (as defined in the Participant’s Agreement governing such Award) if the initial Agreement governing such Award provides for a Good Reason termination scenario, then (i) outstanding Options and SARs issued to the Participant that are not yet fully exercisable shall immediately become exercisable in full and shall remain exercisable for one year following the Participant’s termination of Service, and (ii) any Full Value Awards that are not yet fully vested shall immediately vest in full (with vesting in full for an Award that is subject to satisfaction of specified performance goals to be determined as provided in Section 12(b)(2), except that the pro rata vesting amount will be determined with respect to the portion of the performance period during which the Participant was a Service Provider).
|
(c)
|
Other Change in Control
. In the event of a Change in Control that does not involve a Corporate Transaction, the Committee may, in its discretion, take such action as it deems appropriate with respect to outstanding Awards, which may include: (i) providing for the cancellation of any Award in exchange for payments in a manner similar to that provided in Section 12(b)(3) or (ii) making such adjustments to the Awards then outstanding as the Committee deems appropriate to reflect such Change in Control, which may include the acceleration of vesting in full or in part. The Committee will not be required to treat all Awards similarly in such circumstances, and may include such further provisions and limitations in any Agreement as it may deem equitable and in the best interests of the Company.
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(d)
|
Dissolution or Liquidation
. Unless otherwise provided in an applicable Agreement, in the event of a proposed dissolution or liquidation of the Company, the Committee will notify each Participant as soon as practicable prior to the effective date of such proposed transaction. An Award will terminate immediately prior to the consummation of such proposed action.
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(e)
|
Parachute Payment Limitation
. Notwithstanding any other provision of this Plan or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits provided or to be provided by the Company or its Affiliates to a Participant or for the Participant’s benefit pursuant to the terms of this Plan or otherwise (“Covered Payments”) constitute “parachute payments” within the meaning of Section 280G of the Code, and would, but for this Section 12(e) be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law and any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then the Covered Payments shall be reduced (but not below zero) to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax.
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13.
|
Plan Participation and Service Provider Status
. Status as a Service Provider shall not be construed as a commitment that any Award will be made under the Plan to that Service Provider or to eligible Service Providers generally. Nothing in the Plan or in any Agreement or related documents shall confer upon any Service Provider or Participant any right to continued Service with the Company or any Affiliate, nor shall it interfere with or limit in any way any right of the Company or any Affiliate to terminate the person’s Service at any time with or without Cause or change such person’s compensation, other benefits, job responsibilities or title.
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14.
|
Tax Withholding
. The Company or any Affiliate, as applicable, shall have the right to (i) withhold from any cash payment under the Plan or any other compensation owed to a Participant an amount sufficient to cover any required withholding taxes related to the grant, vesting, exercise or settlement of an Award, and (ii) require a Participant or other person receiving Shares under the Plan to pay a cash amount sufficient to cover any required withholding taxes before actual receipt of those Shares. In lieu of all or any part of a cash payment from a person receiving Shares under the Plan, the Committee may permit the individual to cover all or any part of the required tax withholdings (but not to exceed the minimum statutory amount required to be withheld if such limitation is necessary to avoid an adverse accounting impact) by authorizing the Company to withhold a number of the Shares that would otherwise be delivered to the Participant, or by delivering to the Company Shares already owned by the Participant, with the Shares so withheld or delivered having a Fair Market Value on the date the taxes are required to be withheld equal to the amount of taxes to be withheld.
|
15.
|
Effective Date, Duration, Amendment and Termination of the Plan
.
|
(a)
|
Effective Date
. The Plan shall become effective on the date it is approved by the Company’s stockholders, which shall be considered the date of its adoption for purposes of Treasury Regulation §1.422-2(b)(2)(i). No Awards shall be made under the Plan prior to its effective date.
|
(b)
|
Duration of the Plan
. The Plan shall remain in effect until all Shares subject to it are distributed, all Awards have expired or terminated, the Plan is terminated pursuant to Section 15(c), or the tenth anniversary of the effective date of the Plan, whichever occurs first (the “Termination Date”). Awards made before the Termination Date shall continue to be outstanding in accordance with their terms and the terms of the Plan unless otherwise provided in the applicable Agreements.
|
(c)
|
Amendment and Termination of the Plan
. The Board may at any time terminate, suspend or amend the Plan. The Company shall submit any amendment of the Plan to its stockholders for approval only to the extent required by applicable laws or regulations or the rules of any securities exchange on which the Shares may then be listed. No termination, suspension, or amendment of the Plan may materially impair the rights of any Participant under a previously granted Award without the Participant’s consent, unless such action is necessary to comply with applicable law or stock exchange rules.
|
(d)
|
Amendment of Awards
. Subject to Section 15(e), the Committee may unilaterally amend the terms of any Agreement evidencing an Award previously granted, except that no such amendment may materially impair the rights of any Participant under the applicable Award without the Participant’s consent, unless such amendment is necessary to comply with applicable law or stock exchange rules or any compensation recovery policy as provided in Section 17(i).
|
(e)
|
No Option or SAR Repricing
. Except as provided in Section 12(a), no Option or Stock Appreciation Right Award granted under the Plan may be (i) amended to decrease the exercise price thereof, (ii) cancelled in conjunction with the grant of any new Option or Stock Appreciation Right Award with a lower exercise price, (iii) cancelled in exchange for cash, other property or the grant of any Full Value Award at a time when the per share exercise price of the Option or Stock Appreciation Right Award is greater than the current Fair Market Value of a Share, or (iv) otherwise subject to any action that would be treated under accounting rules as a “repricing” of such Option or Stock Appreciation Right Award, unless such action is first approved by the Company’s stockholders.
|
16.
|
Performance-Based Compensation
.
|
(a)
|
Designation of Awards
. If the Committee determines at the time a Full Value Award or Cash Incentive Award is granted to a Participant that such Participant is, or is likely to be, a “covered employee” for purposes of Code Section 162(m) as of the end of the tax year in which the Company would ordinarily claim a tax deduction in connection with such Award, then the Committee may provide that this Section 16 will be applicable to such Award, which shall be considered Performance-Based Compensation.
|
(b)
|
Compliance with Code Section 162(m)
. If an Award is subject to this Section 16, then the grant of the Award, the vesting and lapse of restrictions thereon and/or the distribution of cash, Shares or other property pursuant thereto, as applicable, shall be subject to the achievement over the applicable performance period of one or more performance goals based on one or more of the performance measures specified in Section 16(c). The Committee will select the applicable performance measure(s) and specify the performance goal(s) based on those performance measures for any performance period, specify in terms of an objective formula or standard the method for calculating the amount payable to a Participant if the performance goal(s) are satisfied, and certify the degree to which applicable performance goals have been satisfied and any amount that vests and is payable in connection with an Award subject to this Section 16, all within the time periods prescribed by and consistent with the other requirements of Code Section 162(m). In specifying the performance goals applicable to any performance period, the Committee may provide that one or more objectively determinable adjustments shall be made to the performance measures on which the performance goals are based, which may include adjustments that would cause such measures to be considered “non-GAAP financial measures” within the meaning of Rule 101 under Regulation G promulgated by the Securities and Exchange Commission, including adjustments for events that are unusual in nature or infrequently occurring, such as a Change in Control, acquisitions, divestitures, restructuring activities or asset write-downs, or for changes in applicable tax laws or accounting principles. The Committee may also adjust performance measures for a performance period to the extent permitted by Code Section 162(m) in connection with an event described in Section 12(a) to prevent the dilution or enlargement of a Participant’s rights with respect to Performance-Based Compensation. The Committee may adjust downward, but not upward, any amount determined to be otherwise payable in connection with an Award subject to this Section 16. The Committee may also provide, in an Agreement or otherwise, that the achievement of specified performance goals in connection with an Award subject to this Section 16 may be waived upon the death or Disability of the Participant or under any other circumstance with respect to which the existence of such possible waiver will not cause the Award to fail to qualify as “performance-based compensation” under Code Section 162(m).
|
(c)
|
Performance Measures
. For purposes of any Full Value Award or Cash Incentive Award considered Performance-Based Compensation subject to this Section 16, the performance measures to be utilized shall be limited to one or a combination of two or more of the following performance measures: (i) net earnings or net income; (ii) earnings before one or more of interest, taxes, depreciation, amortization and share-based compensation expense; (iii) earnings per share (basic or diluted); (iv) revenue; (v) operating income; (vi) profitability as measured by return ratios (including, but not limited to, return on assets, return on equity, return on invested capital and return on revenue) or by the degree to which any of the foregoing earnings measures exceed a percentage of revenue; (vii) cash flow (including, but not limited to, operating cash flow, free cash flow and cash flow return on capital); (viii) market share; (ix) combined net worth; (x) margins (including, but not limited to, one or more of gross, operating and net earnings margins); (xi) stock price; (xii) total stockholder return, including relative total stockholder return; (xi) asset quality; (xiv) asset growth; (xv) non-performing assets; (xvi) operating assets; (xvii) balance of cash, cash equivalents and marketable securities; (xiii) cost and expense management; (xix) economic value added or similar value added measurements; (xx) improvement in or attainment of working capital levels; (xxi) productivity ratios; (xxii) employee retention or satisfaction measures; (xxiii) net promoter score; (xxiv) customer satisfaction; (xxv) debt, credit or other leverage measures or ratios; and (xxvi) implementation or completion of critical projects. Any performance goal based on one or more of the foregoing performance measures may be expressed in absolute amounts, on a per share basis (basic or diluted), relative to one or more other performance measures, as a growth rate or change from preceding periods, or as a comparison to the performance of specified companies, indices or other external measures, and may relate to one or any combination of Company, Affiliate, division, business unit, operational unit or individual performance.
|
17.
|
Other Provisions
.
|
(a)
|
Unfunded Plan
. The Plan shall be unfunded and the Company shall not be required to segregate any assets that may at any time be represented by Awards under the Plan. Neither the Company, its Affiliates, the Committee, nor the Board shall be deemed to be a trustee of any amounts to be paid under the Plan nor shall anything contained in the Plan or any action taken pursuant to its provisions create or be construed to create a fiduciary relationship between the Company and/or its Affiliates, and a Participant. To the extent any person has or acquires a right to receive a payment in connection with an Award under the Plan, this right shall be no greater than the right of an unsecured general creditor of the Company.
|
(b)
|
Limits of Liability
. Except as may be required by law, neither the Company nor any member of the Board or of the Committee, nor any other person participating (including participation pursuant to a delegation of authority under Section 3(c) of the Plan) in any determination of any question under the Plan, or in the interpretation, administration or application of the Plan, shall have any liability to any party for any action taken, or not taken, in good faith under the Plan.
|
(c)
|
Compliance with Applicable Legal Requirements and Company Policies
. No Shares distributable pursuant to the Plan shall be issued and delivered unless and until the issuance of the Shares complies with all applicable legal requirements, including compliance with the provisions of applicable state and federal securities laws, and the requirements of any securities exchanges on which the Company’s Shares may, at the time, be listed. During any period in which the offering and issuance of Shares under the Plan is not registered under federal or state securities laws, Participants shall acknowledge that they are acquiring Shares under the Plan for investment purposes and not for resale, and that Shares may not be transferred except pursuant to an effective registration statement under, or an exemption from the registration requirements of, such securities laws. Any stock certificate or book-entry evidencing Shares issued under the Plan that are subject to securities law restrictions shall bear or be accompanied by an appropriate restrictive legend or stop transfer instruction. Notwithstanding any other provision of this Plan, the acquisition, holding or disposition of Shares acquired pursuant to the Plan shall in all events be subject to compliance with all applicable Company policies as they exist from time to time, including, without limitation, those relating to insider trading, pledging or hedging transactions, minimum post-vesting holding periods and stock ownership guidelines, and to forfeiture or recovery of compensation as provided in Section 17(i).
|
(d)
|
Other Benefit and Compensation Programs
. Payments and other benefits received by a Participant under an Award made pursuant to the Plan shall not be deemed a part of a Participant’s regular, recurring compensation for purposes of the termination, indemnity or severance pay laws of any country and shall not be included in, nor have any effect on, the determination of benefits under any other employee benefit plan, contract or similar arrangement provided by the Company or an Affiliate unless expressly so provided by such other plan, contract or arrangement, or unless the Committee expressly determines that an Award or portion of an Award should be included to accurately reflect competitive compensation practices or to recognize that an Award has been made in lieu of a portion of competitive cash compensation.
|
(e)
|
Governing Law
. To the extent that federal laws do not otherwise control, the Plan and all determinations made and actions taken pursuant to the Plan shall be governed by the laws of the State of Delaware without regard to its conflicts-of-law principles and shall be construed accordingly.
|
(f)
|
Severability
. If any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.
|
(g)
|
Code Section 409A
. It is intended that (i) all Awards of Options, SARs and Restricted Stock under the Plan will not provide for the deferral of compensation within the meaning of Code Section 409A and thereby be exempt from Code Section 409A, and (ii) all other Awards under the Plan will either not provide for the deferral of compensation within the meaning of Code Section 409A, or will comply with the requirements of Code Section 409A, and Awards shall be structured and the Plan administered and interpreted in accordance with this intent. The Plan and any Agreement may be unilaterally amended by the Company in any manner deemed necessary or advisable by the Committee or Board in order to maintain such exemption from or compliance with Code Section 409A, and any such amendment shall conclusively be presumed to be necessary to comply with applicable law. Notwithstanding anything to the contrary in the Plan or any Agreement, with respect to any Award that constitutes a deferral of compensation subject to Code Section 409A:
|
(1)
|
If any amount is payable under such Award upon a termination of Service, a termination of Service will be deemed to have occurred only at such time as the Participant has experienced a “separation from service” as such term is defined for purposes of Code Section 409A; and
|
(2)
|
If any amount shall be payable with respect to any such Award as a result of a Participant’s “separation from service” at such time as the Participant is a “specified employee” within the meaning of Code Section 409A, then no payment shall be made, except as permitted under Code Section 409A, prior to the first business day after the earlier of (i) the date that is six months after the Participant’s separation from service or (ii) the Participant’s death. Unless the Committee has adopted a specified employee identification policy as contemplated by Code Section 409A, specified employees will be identified in accordance with the default provisions specified under Code Section 409A.
|
(h)
|
Rule 16b-3
. It is intended that the Plan and all Awards granted pursuant to it shall be administered by the Committee so as to permit the Plan and Awards to comply with Exchange Act Rule 16b-3. If any provision of the Plan or of any Award would otherwise frustrate or conflict with the intent expressed in this Section 17(h), that provision to the extent possible shall be interpreted and deemed amended in the manner determined by the Committee so as to avoid the conflict. To the extent of any remaining irreconcilable conflict with this intent, the provision shall be deemed void as applied to Participants subject to Section 16 of the Exchange Act to the extent permitted by law and in the manner deemed advisable by the Committee.
|
(i)
|
Forfeiture and Compensation Recovery
.
|
(1)
|
The Committee may specify in an Agreement that the Participant’s rights, payments, and benefits with respect to an Award will be subject to reduction, cancellation, forfeiture or recovery by the Company upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include termination of Service for Cause; violation of any material Company or Affiliate policy; breach of noncompetition, non-solicitation or confidentiality provisions that apply to the Participant; a determination that the payment of the Award was based on an incorrect determination that financial or other criteria were met or other conduct by the Participant that is detrimental to the business or reputation of the Company or its Affiliates.
|
(2)
|
Awards and any compensation associated therewith shall be subject to forfeiture, recovery by the Company or other action pursuant to any compensation recovery policy adopted by the Board or the Committee at any time, including, without limitation, in response to the requirements of Section 10D of the Exchange Act and any implementing rules and regulations thereunder, or as otherwise required by law. Any Agreement may be unilaterally amended by the Committee to comply with any such compensation recovery policy.
|
|
|
FY2016
|
||
Net Loss
|
|
$
|
(7,857
|
)
|
Income tax expense
|
|
43
|
|
|
Interest expense, net
|
|
4,720
|
|
|
Depreciation and amortization
|
|
13,148
|
|
|
Non-cash stock-based compensation expense
|
|
14,744
|
|
|
Legal settlement accrual
|
|
2,829
|
|
|
Adjusted EBITDA
1
|
|
$
|
27,627
|
|
1 Year Angi Chart |
1 Month Angi Chart |
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