Delaware | 1-13998 | 76-0479645 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
Named Executive Officer | Aggregate Number of Phantom Shares1 (at Target) | |
Chief Executive Officer and Chairman of the Board | 30,350 | |
Chief Financial Officer, SVP of Finance and Treasurer | 5,300 | |
President | 11,350 | |
Chief Operating Officer and EVP of Client Services | 11,350 | |
EVP of Sales & Marketing | 11,350 | |
1 The 2015 LTIP Awards do not have an exercise price. The fair market value of one share of the Company’s common stock on the grant date was $52.80. |
(d) | Exhibits |
I. | INTRODUCTION |
II. | DEFINITIONS |
A. | “Award” means an award under this Program as established by the Committee for shares of Phantom Stock. |
B. | “Award Notice and Agreement” means the document provided to each Participant (in writing or electronically) evidencing a Participant’s Award under the Program, along with the terms and conditions of the Award. |
C. | “Base Salary” means a Participant’s annual base salary as of the first day of the Performance Period (subsequent increases in annual base salary during a Performance Period will not be taken into account when determining the amount of the Award paid, if any, under this Program). |
D. | “Cause” means a termination of a Participant’s Employment by his Employer for (i) gross negligence or willful misconduct in the performance of the Participant’s duties; (ii) conviction or plea of nolo contendre for a felony or any crime involving moral turpitude; or (iii) committing an act of fraud or deceit intended to result in personal and unauthorized enrichment of the Participant at the Company’s expense, as determined by the Committee in its sole discretion. |
E. | “Committee” means the Compensation Committee of the Board of Directors of the Company. |
F. | “Disability” means that the Participant has a disability such that he has been determined to be eligible for benefits under a long-term disability plan sponsored by the Company or a Subsidiary, or, if the Participant is not covered by such a plan, a physical or mental impairment (i) which causes the Participant to be unable to perform the normal duties for an Employer as determined by the Committee, in its |
G. | “Dividend Equivalent” means the value of a cash or stock dividend paid on a share of Common Stock. |
H. | “Employee” means an employee of an Employer. |
I. | “Employer” means the Company or one of its Subsidiaries, other than a Subsidiary that is a licensed professional employer organization. |
J. | “Employment” means employment with the Employer, or a successor following a Change in Control. |
K. | “Final Award” means the total number of shares of Phantom Stock, if any, under an Award that the Committee has determined to have been earned by a Participant based on the level of achievement of the Performance Goal or Performance Goals applicable with respect to the Award, after the close of the last Performance Period for such Award. |
L. | “Good Reason” means a Participant terminates his Employment due one of the following actions by his Employer: (i) a diminution in the Participant’s title, position, authority, duties or responsibilities from those applicable to Participant preceding a Change in Control; (ii) a change in the geographic location at which the Participant must perform services, which shall mean requiring the Participant to be permanently based more than fifty (50) miles from the Participant’s principal Employer location; (iii) a diminution in the Participant’s Base Salary; or (iv) a diminution in the Participant’s bonus opportunity, incentive compensation or perquisites, if inconsistent with other executives of the Company with similar levels of authority, duties or responsibilities. |
M. | “Grant Date” means the date an Award is granted to a Participant. |
N. | “Phantom Stock” means a unit representing the value of one share of Common Stock under a Phantom Stock Award. |
O. | “Qualifying Termination” means a termination of the Participant’s Employment following a Change in Control due to (i) a termination of Employment by the Participant due to Good Reason, or (ii) an involuntary termination of the Participant’s Employment by the Company, its Subsidiary or a successor to the Company other than for Cause; provided, however, that a Participant’s termination of Employment will be considered to be a Qualifying Termination for Good Reason only if the Participant has provided written notice to the Company of the condition the Participant claims constitutes Good Reason within ninety (90) days of the initial |
P. | “Participant” has the meaning provided in Article III of this Program. |
Q. | “Performance Goal” or “Performance Goals” shall be the Performance Objectives for the Performance Period selected by the Committee for the Participants with respect to an Award. |
R. | “Performance Period” means the period or periods specified in an Award Notice and Agreement over which the designated Performance Goal or Performance Goals applicable to an Award will be measured. |
S. | “Plan Year” means the 12-month period beginning on January 1st and ending December 31st. |
T. | “Program” means this Long-Term Incentive Program, as adopted by the Committee and described herein, as amended from time to time by the Committee. |
U. | “Valuation Date” means the date the Committee determines the results of the Performance Goal(s) as set forth in Article IV.A of this Program. |
III. | ESTABLISHMENT OF PERFORMANCE GOAL(S) AND PARTICIPATION |
A. | For each Plan Year, the Committee has the sole and absolute discretion to decide whether Awards under the Program will be granted, and if so, the Performance Goal(s) that will be established with respect to the Awards. |
B. | If the Committee elects to grant Awards for a Plan Year, then, not later than the ninetieth (90th) day of the Plan Year in which the Award is granted, the Committee will establish the Performance Period(s) and Performance Goal(s) for such Awards and select each of the Employees who shall be eligible to participate in the Program (each, a “Participant”) and be granted an Award, along with any other terms and conditions, including any vesting requirements, applicable to the Award, all of which shall be evidenced in the Participant’s Award Notice and Agreement. For any Award, the Committee may use multiple Performance Periods. |
IV. | CERTIFICATION OF PERFORMANCE GOAL(S) AND SETTLEMENT OF FINAL AWARD |
A. | As soon as practicable after the close of a Performance Period, but in no event later than the seventieth (70th) day thereafter (the “Valuation Date”), the Committee, in its sole discretion, shall determine and certify in writing the level at which the Performance Goal(s) were achieved for the Performance Period and, based on that determination, the number of shares of Phantom Stock (rounded up to the next whole |
B. | A Participant’s Final Award will be settled no later than the ninetieth (90th) day after the close of the Performance Period in shares of Common Stock; as such form of payment is specified in the Award Notice and Agreement. If an Award has multiple Performance Periods, the Final Award will be determined, certified and paid after the close of the last Performance Period. (For the avoidance of doubt, if an Award uses a combination of three (3) annual Performance Periods, then the Award will be a Final Award after the close of the last (i.e., third annual) Performance Period. Thus, the number of shares of Phantom Stock, if any, determined and certified by the Committee for an annual Performance Period will not be paid until the Award becomes a Final Award after the close of the last Performance Period for such Award.) |
V. | FORFEITURE OF AWARD |
VI. | DIVIDEND EQUIVALENTS |
VII. | WITHHOLDING |
VIII. | NO EMPLOYMENT CONTRACT |
IX. | AMENDMENT OR TERMINATION |
X. | GENERAL PROVISIONS |
A. | No right under this Program or the Plan shall be assignable, either voluntarily or involuntarily, by way of encumbrance, pledge, attachment, levy or charge of any nature (except as may be required by state or federal law). |
B. | Nothing in this Program or the Plan shall require the Company to segregate or set aside any funds or other property for the purpose of paying any portion of an Award. No Participant, beneficiary or other person shall have any right, title or interest in any amount awarded under this Program or the Plan before the payment date for the Award, or in any property of the Company or a Subsidiary. |
C. | The Committee may specify in the Award Notice and Agreement such terms, conditions and restrictions as the Committee may determine, from time to time, in its sole discretion. |
D. | Any amounts attributable to an Award granted under this Program shall be excluded from compensation for purposes of any 401(k) plan, or any other benefit, including but not limited to an Award under the Plan, life insurance or disability. |
E. | Any amounts granted or paid under this Program are subject to the Insperity, Inc. Incentive Compensation Recoupment Policy or such other recoupment policy of the Company. |
F. | If a Participant is identified by the Company as a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) on the date on which the Participant has a “separation from service” (other than due to death) within the meaning of Treasury Regulation § 1.409A-1(h), any Final Award payable or settled on account of a separation from service that is deferred compensation subject to Code Section 409A shall be paid or settled on the earliest of (i) the first business day following the expiration of six months from the Participant’s separation from service, (ii) the date of the Participant’s death, or (iii) such earlier date as complies with the requirements of Code Section 409A. |