PLANTRONICS, INC. |
(Name of Registrant as Specified in Its Charter) |
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1. | Elect seven (7) Directors to serve until the next Annual Meeting or until their successors are duly elected and qualified. |
2. | Approve amendments to the 2003 Stock Plan including, among other things, an increase of 1,000,000 shares of common stock issuable thereunder, and the elimination of the expiration date of the plan. |
3. | Approve amendments to the 2002 Employee Stock Purchase Plan including, among other things, an increase of 300,000 shares of common stock issuable thereunder, and the elimination of the expiration date of the plan. |
4. | Ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Plantronics, Inc. for fiscal year 2013. |
5. | Advisory vote to approve the compensation of Plantronics' named executive officers. |
6. | Transact such other business as may properly come before the Annual Meeting or any adjournment thereof. |
/s/ Rich Pickard |
Rich Pickard |
Secretary |
Santa Cruz, California |
June 22, 2012 |
Page | ||
• | FOR each of the nominees for the Board listed in this Proxy Statement. |
• | FOR the approval of amendments to the 2003 Stock Plan, including, among other things, an increase of 1,000,000 shares of common stock issuable thereunder, and the elimination of the expiration date of the plan. |
• | FOR the approval of amendments to the 2002 Employee Stock Purchase Plan, including, among other things, an increase of 300,000 shares of common stock issuable thereunder, and the elimination of the expiration date of the plan. |
• | FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Plantronics for fiscal year 2013. |
• | FOR the approval of the compensation of Plantronics' named executive officers. |
• | You may vote over the Internet by following the instructions at www.proxyvote.com or on the Notice of Internet Availability. |
• | You may vote by telephone. |
• | You may request a proxy card from us and provide your vote by completing, signing and dating the card where indicated and by mailing or otherwise returning the card in the enclosed prepaid, pre-addressed envelope. |
• | By mail addressed to: |
• | By calling (831) 426-5858 or (800) 544-4660 and asking for Investor Relations |
• | By leaving a message on the Investor Relations portal of our website at: www.plantronics.com |
Name of Nominee | Age | Director Since | Board | Audit | Compensation | Nominating and Corporate Governance (3) | Strategy (3) | Mergers and Acquisitions (3) | ||||||||
Marv Tseu | 64 | 1999 | Chair | Member | Member | Chair | Member | |||||||||
Ken Kannappan | 52 | 1999 | Member | |||||||||||||
Brian Dexheimer (1) | 49 | 2008 | Member | Member | Member | Member | ||||||||||
Robert Hagerty (2) | 60 | 2011 | Member | Member | Chair | Chair | ||||||||||
Gregg Hammann | 49 | 2005 | Member | Member | Chair | |||||||||||
John Hart | 66 | 2006 | Member | Member | Member | Member | ||||||||||
Marshall Mohr | 56 | 2005 | Member | Chair | Member |
(1) | Mr. Dexheimer became a member of the Audit Committee in June 2011. |
(2) | Mr. Hagerty was appointed to the Board and each of the committees indicated above in September 2011. |
(3) | Roger Wery served as a member of the Nominating and Corporate Governance Committee and as Chair of the Strategy and Mergers and Acquisitions Committees until his voluntary resignation and retirement from the Board in August 2011. |
Fiscal Year 2012 Quarterly Retainer Fee | Fiscal Year 2013 Quarterly Retainer Fee | ||||||
Board of Directors | |||||||
Chair* | $ | 17,500 | $ | 17,500 | |||
Member | 12,500 | 12,500 | |||||
Audit Committee | |||||||
Chair* | 2,500 | 5,000 | |||||
Member | 1,250 | 2,500 | |||||
Compensation Committee | |||||||
Chair* | 1,250 | 3,750 | |||||
Member | 750 | 1,875 | |||||
Nominating and Corporate Committee | |||||||
Chair* | 1,000 | 2,500 | |||||
Member | 500 | 1,250 | |||||
Strategy Committee | |||||||
Chair* | 500 | 2,500 | |||||
Member | 500 | 1,250 | |||||
M&A Committee | |||||||
Chair* | — | — | |||||
Member | — | — |
Name | Fees Earned or Paid in Cash | Stock Awards (1)(2) | Option Awards (1)(3) | All Other Compensation (4) | Total | |||||||||||||||
Marv Tseu | $ | 84,000 | $ | 68,040 | $ | 34,428 | $ | 975 | $ | 187,443 | ||||||||||
Brian Dexheimer | 57,000 | 68,040 | 34,428 | 850 | 160,318 | |||||||||||||||
Robert Hagerty (5) | 31,500 | — | 125,689 | — | 157,189 | |||||||||||||||
Gregg Hammann | 60,000 | 68,040 | 34,428 | 975 | 163,443 | |||||||||||||||
John Hart | 57,000 | 68,040 | 34,428 | 975 | 160,443 | |||||||||||||||
Marshall Mohr | 60,000 | 68,040 | 34,428 | 975 | 163,443 | |||||||||||||||
Roger Wery (6) | 27,000 | 68,040 | 34,428 | 475 | 129,943 |
(1) | Option award and stock award amounts reported are the aggregate grant date fair value of stock-related awards in fiscal year 2012 computed in accordance with FASB ASC Topic 718. Refer to Note 2 – Significant Accounting Policies, Stock-Based Compensation Expense and Note 12 – Stock Plans and Stock-Based Compensation to the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended March 31, 2012 as filed with the SEC on May 25, 2012 for the assumptions used to value such awards. |
(2) | The aggregate number of stock awards outstanding at March 31, 2012 for each Director is: Mr. Tseu 5,000 shares; Mr. Dexheimer 4,500 shares; Mr. Hagerty 0 shares; Mr. Hammann 5,000 shares; Mr. Hart 5,000 shares; and Mr. Mohr 5,000 shares. |
(3) | The aggregate number of option awards outstanding at March 31, 2012 for each Director is: Mr. Tseu 18,000 shares; Mr. Dexheimer 21,000 shares; Mr. Hagerty 12,000 shares; Mr. Hammann 7,125 shares; Mr. Hart 27,000 shares; and Mr. Mohr 30,000 shares. |
(4) | Consists of dividends paid on unvested restricted stock awards. |
(5) | Mr. Hagerty was appointed to the Board on September 14, 2011. The cash compensation reported is prorated from the date of his appointment through the end of fiscal year 2012. |
(6) | Mr. Wery resigned and retired from the Board on August 22, 2011. The cash compensation reported is prorated from the commencement of fiscal year 2012 through August 22, 2011. |
(a) | (b) | (c) | (d) | |||||||||||||
Name | Position | Number of Options Granted | Average Per Share Option Exercise Price (4) | Number of Restricted Stock Granted | Market Value of Restricted Stock Awards (5) | |||||||||||
Ken Kannappan | Director, President and CEO | 150,000 | $ | 35.49 | 20,000 | $ | 733,400 | |||||||||
Barbara Scherer | Senior Vice President, Finance & Administration and CFO | 15,000 | $ | 36.67 | — | $ | — | |||||||||
Joe Burton | Senior Vice President, Engineering and Development and Chief Technology Officer | 20,000 | $ | 35.16 | 50,000 | $ | 1,829,000 | |||||||||
Don Houston | Senior Vice President, Sales | 44,500 | $ | 35.59 | 7,000 | $ | 256,690 | |||||||||
Renee Niemi | Senior Vice President, Communication Solutions | 44,500 | $ | 35.59 | 7,000 | $ | 256,690 | |||||||||
Executive Group (1) | 297,000 | $ | 35.55 | 93,000 | $ | 3,405,810 | ||||||||||
Non-Executive Director Group (2) | 30,000 | $ | 32.83 | 12,000 | $ | 408,240 | ||||||||||
Non-Executive Officer Employee Group (3) | 326,700 | $ | 34.56 | 286,130 | $ | 10,410,618 |
(1) | The Executive Group is composed of 7 Executive Officers. |
(2) | The Non-Executive Director Group is composed of all members of the Board except Ken Kannappan. |
(3) | The Non-Executive Officer Employee Group is composed of all our employees worldwide minus the Executive Group. |
(4) | The average per share exercise price of stock options is calculated as a weighted average. |
(5) | Based on the market value of our common stock on the date of grant of restricted stock shares granted during fiscal year 2012. |
(a) | (b) | ||||||||
Name | Position | Number of Shares Purchased | Average Per Share Exercise Price | ||||||
Ken Kannappan | Director, President and CEO | 792 | $ | 26.70 | |||||
Barbara Scherer | Senior Vice President, Finance & Administration and CFO | 750 | $ | 26.92 | |||||
Joe Burton | Senior Vice President, Engineering and Development and Chief Technology Officer | 132 | $ | 26.56 | |||||
Don Houston | Senior Vice President, Sales | 779 | $ | 26.82 | |||||
Renee Niemi | Senior Vice President, Communication Solutions | 628 | $ | 26.91 | |||||
Executive Group (1) | 3,893 | $ | 26.80 | ||||||
Non-Executive Director Group (2) | — | $ | — | ||||||
Non-Executive Officer Employee Group (3) | 178,316 | $ | 26.91 |
(1) | The Executive Group is composed of 7 Executive Officers. |
(2) | The Non-Executive Director Group is composed of all members of the Board except Ken Kannappan. Directors who are not employees of Plantronics are not eligible to participate in the ESPP. |
(3) | The Non-Executive Officer Employee Group is composed of all our employees worldwide minus the Executive Group. The Non-Executive Officer Employee Group average per share exercise price is calculated as a weighted average. |
(a) | (b) | (c) | |||||||||
Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | ||||||||
Equity compensation plans approved by security holders (1) | 3,413,944 | (2) | $ | 25.62 | (3) | 2,926,751 | (4) | ||||
Equity compensation plans not approved by security holders | — | $ | — | — | |||||||
Total | 3,413,944 | $ | 25.62 | 2,926,751 |
(1) | Includes the 1993 Stock Option Plan, the 1993 Director Stock Option Plan, the 2003 Stock Plan and the ESPP but does not include the additional 1,000,000 shares for the 2003 Stock Plan and 300,000 shares for the ESPP for which stockholder approval is being requested at the Annual Meeting. |
(2) | Includes 3,303,875 shares subject to stock option awards and 110,069 shares subject to RSUs. Excludes purchase rights accruing under the ESPP. |
(3) | RSUs, which are included in the number of outstanding options, warrants and rights, do not have an exercise price and therefore, reduce the weighted-average exercise price of outstanding rights. Excluding RSUs, the weighted-average exercise price of outstanding options is $26.47. |
(4) | Consists of shares available for future issuance as follows: the 1993 Stock Option Plan (no shares remaining for future grants), the 1993 Director Stock Option Plan (no shares remaining for future grants), the 2003 Stock Plan (2,608,941), and the ESPP (317,810). |
Fiscal Year Ended March 31, | ||||||||
Fee Category | 2012 | 2011 | ||||||
Audit Fees | $ | 2,267,615 | $ | 2,192,253 | ||||
Audit-Related Fees | — | — | ||||||
Tax Fees | 253,429 | 439,824 | ||||||
All Other Fees | 18,416 | 11,730 | ||||||
Total | $ | 2,539,460 | $ | 2,643,807 |
RESOLVED, that the Company's stockholders approve the compensation of the Company's named executive officers as described in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the "Compensation Discussion and Analysis" section, the compensation tables and other narrative compensation disclosures. |
Name and Address of Beneficial Owner (1) | Amount and Nature of Beneficial Ownership (2) | Percentage of Class (3) | ||||
PRIMECAP Management Company (4) | 4,894,750 | 11.5 | % | |||
225 South Lake Ave., Suite 400 | ||||||
Pasadena, California 91101 | ||||||
Royce & Associates, LLC (5) | 3,453,854 | 8.1 | % | |||
745 Fifth Avenue | ||||||
New York, NY 10151 | ||||||
BlackRock, Inc. (6) | 3,453,529 | 8.1 | % | |||
40 East 52nd Street | ||||||
New York, NY 10022 | ||||||
The Vanguard Group, Inc. (7) | 2,461,367 | 5.8 | % | |||
100 Vanguard Blvd. | ||||||
Malvern, PA 19355 | ||||||
Ken Kannappan | 618,442 | 1.4 | % | |||
Don Houston | 202,721 | * | ||||
Renee Niemi | 136,802 | * | ||||
Joe Burton | 66,910 | * | ||||
Barbara Scherer | 66,243 | * | ||||
Brian Dexheimer | 34,201 | * | ||||
John Hart | 29,750 | * | ||||
Marv Tseu | 26,750 | * | ||||
Marshall Mohr | 20,750 | * | ||||
Gregg Hammann | 9,875 | * | ||||
Robert Hagerty | — | * | ||||
All Directors and All Executive Officers as a Group (13 persons) | 1,494,013 | 3.4 | % |
(1) | Unless otherwise indicated, the address for each beneficial owner named in the table is c/o Plantronics, Inc., 345 Encinal Street, Santa Cruz, California 95060. |
(2) | Includes stock options held by Directors and NEOs that are exercisable within 60 days of June 2, 2012, as follows: |
Director/Named Executive Officer | Stock Options | ||
Ken Kannappan | 477,610 | ||
Don Houston | 150,458 | ||
Renee Niemi | 94,325 | ||
Joe Burton | 7,778 | ||
Barbara Scherer | 23,819 | ||
Brian Dexheimer | 15,750 | ||
John Hart | 21,750 | ||
Marv Tseu | 12,750 | ||
Marshall Mohr | 12,750 | ||
Gregg Hammann | 1,875 | ||
Robert Hagerty | — | ||
All Directors and All Executive Officers as a Group (13 persons) | 1,039,649 |
(3) | For each person and group included in the table, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group calculated pursuant to Rule 13d-3 of the Securities Exchange Act and set forth in the table by the sum of 42,627,763 shares of common stock outstanding on June 2, 2012 and the number of shares of common stock that such person or group had the right to acquire on or within 60 days of June 2, 2012 as set forth in footnote 2 above. |
(4) | As of December 31, 2011, PRIMECAP Management Company ("PRIMECAP") claimed sole dispositive power as to 4,894,750 shares and neither sole nor shared voting power over these shares, based solely upon PRIMECAP's Schedule 13G filed on February 13, 2012. PRIMECAP has supplementally informed Plantronics that 3,701,500 of these 4,894,750 shares were held by Vanguard Chester Funds – Vanguard PRIMECAP Fund, which is managed by PRIMECAP. In Amendment No. 1 to Schedule 13G filed January 27, 2012, Vanguard Chester Funds – Vanguard PRIMECAP Fund reported that, as of December 31, 2011 it had sole voting power over 3,701,500 of these shares and neither sole nor shared dispositive power over any of these shares. The address of Vanguard Chester Funds – Vanguard PRIMECAP Fund is 100 Vanguard Blvd., Malvern, PA 19355. |
(5) | As of December 31, 2011, Royce & Associates, LLC claims sole dispositive power as to 3,453,854 shares and sole voting power as to 3,453,854 shares. Information provided herein is based solely upon Royce & Associates, LLC's Schedule 13G filed on January 20, 2012. |
(6) | As of December 30, 2011, BlackRock, Inc., claims sole dispositive power as to 3,453,529 shares and sole voting power as to 3,453,529 shares. Information provided herein is based solely upon BlackRock, Inc.'s Schedule 13G filed on February 10, 2012. BlackRock, Inc. is a publicly held entity listed on the NYSE. |
(7) | As of December 31, 2011, The Vanguard Group, Inc. claims sole dispositive power as to 2,394,685 shares, shared dispositive power as to 66,682 shares and sole voting power as to 66,682 shares. Information provided herein is based solely upon The Vanguard Group, Inc.'s Schedule 13G/A filed on February 9, 2012. |
• | Corporate performance was mixed as our results were generally in-line with or above external guidance but fell short of more aggressive internal goals. The Board set goals for management prior to the start of fiscal year 2012. These goals remained consistent despite changing market conditions. The bonus pool for performance-based cash compensation under our 2012 Executive Incentive Plan ("EIP") was based on goals for Non-GAAP Operating Income and Asset Utilization weighted 75% and 25%, respectively. For fiscal year 2012, we achieved 103.0% of the Asset Utilization target primarily as a result of our efforts to manage inventory, accounts receivable, capital expenditures and accounts payable; however, we achieved Non-GAAP Operating Income at 93.6% of internal target largely as a consequence of economic weakness in various geographic markets, which varied by product line and quarter throughout the year. Consequently, overall blended performance was 96.0% of target and the cash bonus pool for fiscal year 2012 was funded at 92.1% for employees, including the NEOs. While the bonus pool was based solely on the thresholds and targets for the foregoing two metrics, the actual bonus payouts are based on the goals assigned to each NEO, only one of which is the Non-GAAP Operating Income as approved by the Board prior to the start of the fiscal year. Other goals for each NEO are described in more detail below. |
• | Annual performance-based cash bonuses. Our cash bonus payouts are based on annual results intended to align fiscal year achievement with calculation and payment of bonuses, thereby mitigating the risk of individual quarterly results skewing full-year incentives. This furthermore aligns executive bonuses with our stockholders' interests by preventing the payment of cash bonuses based on short-term quarterly accomplishments rather than full fiscal year performance. |
• | Increased NEO performance-based compensation. We modified the EIP to place greater weight on individual performance-based compensation relative to total cash compensation for our CEO and other NEOs. |
• | CEO base salary remained at the fiscal year 2011 level. After careful consideration of relevant peer data and in an effort to increase the performance-based mix of our CEO's compensation, the Board chose to maintain our CEO's fiscal year-end 2011 base salary in fiscal year 2012. As a group, those NEOs who worked for us as of the end of fiscal year 2011 received modest base salary increases in fiscal year 2012 of, on average, 3.05%. |
• | Long-term incentives remain weighted toward stock options granted semi-annually. The Board continued to promote long-term equity compensation in the form of grants of stock options and restricted stock, with greater weight given to stock options that increase in value as stockholder value increases. Moreover, to reduce the risk that the exercise price of stock options may be unduly impacted by general overall stock market volatility, we continued the practice of awarding equity grants to executives on a semi-annual basis at pre-determined periods during the year. |
• | Perquisites were minimal. We have a conservative approach to perquisites, providing only limited additional benefits to NEOs over our employees in general, including an auto allowance, a non-taxable health expenses reimbursement program, financial, estate and tax services reimbursement, business club membership reimbursement, personal liability insurance reimbursement and a permanent total disability policy for our CEO. |
• | Severance agreements remained conservative. We maintained limited severance agreements with our executives with change of control based severance packages including one year base salary, at target incentive bonuses, and COBRA contributions for the majority of our executives and two years base salary, at target incentive bonuses and COBRA contributions for our CFO. Our CEO has slightly broader and more generous severance arrangements but they remain at or below industry norms. (A more detailed description of the executive severance arrangements are included in the section entitled "Employment and Change of Control Severance Agreements for Our NEOs," below). No material changes to our executives' severance arrangements were made in fiscal year 2012. |
• | No NEOs were entitled to tax gross-ups. None of our NEOs or other executives has tax gross up or other similar tax reimbursement provisions in any of their employment agreements. |
• | Short-term and long-term incentives linked to corporate performance continue to represent a significant percentage of our CEO's total compensation. |
• | For the past three fiscal years, actual total cash compensation paid to our NEOs relative to our internal targets was generally aligned with overall corporate and individual NEO performance. |
Pay Element | Pay Element Description | Link to Performance | Intended Market Position | Intended Compensation Philosophy Element | ||||
Market Competitive | Performance Based | Long-term Focused | Aligned with Stockholders | Equity Stake | ||||
Base Salary | Fixed salary provided to each NEO | Reflects market competitiveness, performance and time in role | Generally market median (1) | X | X | |||
Short-Term Cash Incentive Bonuses | Annually calculated incentive awards (all payable after the close of the fiscal year) provided for performance during fiscal year 2012 based on achievement of Shared Corporate Goals and Functional Goals | For fiscal year 2012, the annual incentive plan for NEOs was based on achievement of Non-GAAP Operating Income, financial and operating goals (Shared Corporate Goals), and functional goals specified for each NEO. Performance for Shared Corporate Goals was 70% of target. Consequently, the annual bonus opportunity was at 92.1% of target (annual bonuses are capped at the lesser of the Corporate Pool Funding percentage, or 150%). | Generally market median (1) | X | X | X | ||
Long-Term Incentives | A mix of any of stock options, RSAs and RSUs. | Equity awards are linked to long-term service and are intended to reward executives for long-term performance. Options provide value if the share price increases relative to the closing price of our common stock on the date of grant. | Generally market median (1) | X | X | X | X | X |
(1) | We review data from published surveys and proxy statements in assessing market levels (see the section entitled "The Benchmark Study" below for additional detail). We do not target a specific percentile when determining compensation levels). |
• | Each executive's current salary position relative to the market median based on the Benchmark Study; |
• | Plantronics' business performance and its Company-wide merit increase budget of 3.6% of payroll; |
• | CEO input on individual performance and recommendations for change; and |
• | The Committee's own observations on the performance and contribution of each NEO. |
Fiscal Year 2012 EIP Funding Metrics | Weight | Minimum Award Multiplier 0.5x | Target Award Multiplier 1.0x | Maximum Award Multiplier 1.5x | ||||||||
Non-GAAP Operating Income | 75 | % | $145M | $170M | $195M | |||||||
Asset Utilization | 25 | % | 3.09 | 3.30 | 3.45 | |||||||
100 | % |
Performance to Fiscal Year 2012 EIP Funding Metrics for Funding of Corporate Pool | Fiscal Year 2012 Results | % Achievement | Total Percentage of Bonus Earned after Award Multiplier | Weight | Weighted Bonus % Funding (1) | ||||||||||
Non-GAAP Operating Income | $ 159.2M | 93.6 | % | 78.3 | % | 75 | % | 58.7 | % | ||||||
Asset Utilization | 3.4 | 103.0 | % | 133.3 | % | 25 | % | 33.3 | % | ||||||
Fiscal Year 2012 Corporate Pool Funding | 92.1 | % |
(1) | Weighting of the Non-GAAP Operating Income and Asset Utilization EIP Funding Metrics is computed independently. The sum of the Weighted Bonus Percentage Funding does not equal the two EIP Funding Metrics due to rounding of percentages of the underlying EIP Funding Metrics. Actual funding of the Corporate Pool Funding was at 92.1%. |
Performance Metric | Basis of Performance Metric | Target | Actual | % Achievement | Weight | Weighted Score | |||||||
Non-GAAP Operating Income (in thousands) (1) | Consolidated | $ | 170,132 | $ | 159,162 | 94.2 | % | 65.00 | % | 61.2 | % | ||
Inventory Turns (2)(6) | Consolidated | — | — | 118.8 | % | 6.25 | % | 7.4 | % | ||||
On-Time Shipment (6) | Consolidated | — | — | 100.5 | % | 6.25 | % | 6.3 | % | ||||
Associate Engagement (3)(6) | — | — | 75.0 | % | 12.50 | % | 9.4 | % | |||||
Market Share (4)(6) | OCC | — | — | 102.2 | % | 10.00 | % | 10.2 | % | ||||
Total Target Bonus (in whole $) | $ | 675,000 | $621,675 | ||||||||||
Total Percentage of Bonus Eligible to be Achieved | 94.5 | % | |||||||||||
Total Percentage of Bonus Payout | 92.1 | % | |||||||||||
Total Bonus Payout (5) | $621,675 |
(1) | Non-GAAP Operating Income achievement is defined as the average achievement of quarterly Non-GAAP Operating Income against the quarterly targets. |
(2) | Inventory Turns is defined as (consolidated quarterly cost of revenues multiplied by 4) divided by (consolidated ending net inventory balance for such quarter). The cost of revenues is measured on a GAAP basis. |
(3) | Associate Engagement is measured through our percentile ranking amongst a benchmark group of companies in an annually administered Employee Engagement Survey. |
(4) | Market Share is defined as our net revenues from Office and Contact Center ("OCC") products divided by the sum of such revenue plus OCC revenue as reported from a leading competitor. We use this measure as no other public data on the OCC revenue of other competitors is readily available to our knowledge. |
(5) | Under the provisions of the EIP, progress towards attainment of the goals was tracked quarterly but bonus payout remained contingent on achievement of the threshold as of the end of fiscal year 2012. The Committee retains discretion to adjust actual awards consistent with the terms of the EIP. |
(6) | Target and Actual achievement of these metrics have been intentionally omitted as they constitute competitively sensitive commercial and financial information. |
Performance Metric | Basis of Performance Metric | Target | Actual | % Achievement | Weight | Weighted Score | |||||||
Non-GAAP Operating Income (in thousands) (1) | Consolidated | $ | 170,132 | $ | 159,162 | 94.2 | % | 35.00 | % | 33.0 | % | ||
Inventory Turns (2)(6) | Consolidated | — | — | 118.8 | % | 6.25 | % | 7.4 | % | ||||
On-Time Shipment (6) | Consolidated | — | — | 100.5 | % | 6.25 | % | 6.3 | % | ||||
Associate Engagement (3)(6) | — | — | 75.0 | % | 12.50 | % | 9.4 | % | |||||
Market Share (4)(6) | OCC | — | — | 102.2 | % | 10.00 | % | 10.2 | % | ||||
Functional Goals (6) | — | — | 87.8 | % | 30.00 | % | 26.3 | % | |||||
Total Target Bonus (in whole $) | $ | 243,750 | $224,250 | ||||||||||
Total Percentage of Bonus Eligible to be Achieved | 92.6 | % | |||||||||||
Total Percentage of Bonus Payout | 92.0 | % | |||||||||||
Total Bonus Payout (5) | $224,250 |
(1) | Non-GAAP Operating Income achievement is defined as the average achievement of quarterly Non-GAAP Operating Income against the quarterly targets. |
(2) | Inventory Turns is defined as (consolidated quarterly cost of revenues multiplied by 4) divided by (consolidated ending net inventory balance for such quarter). The cost of revenues is measured on a GAAP basis. |
(3) | Associate Engagement is measured through our percentile ranking amongst a benchmark group of companies in an annually administered Employee Engagement Survey. |
(4) | Market Share is defined as our net revenues from OCC products divided by the sum of such revenue plus OCC revenue as reported from a leading competitor. We use this measure as no other public data on the OCC revenue of other competitors is readily available to our knowledge. |
(5) | Under the provisions of the EIP, progress towards attainment of the goals was tracked quarterly but payout remained contingent on achievement of the threshold as of the end of fiscal year 2012. The Committee retains discretion to adjust actual awards consistent with the terms of the EIP. |
(6) | Target and Actual achievement of these metrics have been intentionally omitted as they constitute competitively sensitive commercial and financial information. |
Performance Metric | Basis of Performance Metric | Target | Actual | % Achievement | Weight | Weighted Score | |||||||
Non-GAAP Operating Income (in thousands) (1) | Consolidated | $ | 170,132 | $ | 159,162 | 94.2 | % | 35.00 | % | 33.0 | % | ||
Inventory Turns (2)(6) | Consolidated | — | — | 118.8 | % | 6.25 | % | 7.4 | % | ||||
On-Time Shipment (6) | Consolidated | — | — | 100.5 | % | 6.25 | % | 6.3 | % | ||||
Associate Engagement (3)(6) | — | — | 75.0 | % | 12.50 | % | 9.4 | % | |||||
Market Share (4)(6) | OCC | — | — | 102.2 | % | 10.00 | % | 10.2 | % | ||||
Functional Goals (6) | — | — | 99.5 | % | 30.00 | % | 29.9 | % | |||||
Total Target Bonus (in whole $) | $ | 196,875 | $181,322 | ||||||||||
Total Percentage of Bonus Eligible to be Achieved | 96.1 | % | |||||||||||
Total Percentage of Bonus Payout | 92.1 | % | |||||||||||
Total Bonus Payout (5) | $181,322 |
(1) | Non-GAAP Operating Income achievement is defined as the average achievement of quarterly Non-GAAP Operating Income against the quarterly targets. |
(2) | Inventory Turns is defined as (consolidated quarterly cost of revenues multiplied by 4) divided by (consolidated ending net inventory balance for such quarter). The cost of revenues is measured on a GAAP basis. |
(3) | Associate Engagement is measured through our percentile ranking amongst a benchmark group of companies in an annually administered Employee Engagement Survey. |
(4) | Market Share is defined as our net revenues from OCC products divided by the sum of such revenue plus OCC revenue as reported from a leading competitor. We use this measure as no other public data on the OCC revenue of other competitors is readily available to our knowledge. |
(5) | Under the provisions of the EIP, progress towards attainment of the goals was tracked quarterly but payout remained contingent on achievement of the threshold as of the end of fiscal year 2012. The Committee retains discretion to adjust actual awards consistent with the terms of the EIP. |
(6) | Target and Actual achievement of these metrics have been intentionally omitted as they constitute competitively sensitive commercial and financial information. |
Performance Metric | Basis of Performance Metric | Target | Actual | % Achievement | Weight | Weighted Score | ||||||
Non-GAAP Operating Income (in thousands) (1)(6) | Americas & Asia Pacific | -- | — | 94.2 | % | 35.00 | % | 33.0 | % | |||
Inventory Turns (2)(6) | Consolidated | — | — | 118.8 | % | 6.25 | % | 7.4 | % | |||
On-Time Shipment (6) | Consolidated | — | — | 100.5 | % | 6.25 | % | 6.3 | % | |||
Associate Engagement (3)(6) | — | — | 75.0 | % | 12.50 | % | 9.4 | % | ||||
Market Share (4)(6) | OCC | — | — | 102.2 | % | 10.00 | % | 10.2 | % | |||
Functional Goals (6) | — | — | 113.9 | % | 30.00 | % | 34.2 | % | ||||
Total Target Bonus (in whole $) | $ | 239,304 | $220,399 | |||||||||
Total Percentage of Bonus Eligible to be Achieved | 100.5 | % | ||||||||||
Total Percentage of Bonus Payout | 92.1 | % | ||||||||||
Total Bonus Payout (5) | $220,399 |
(1) | Non-GAAP Operating Income achievement is defined as the average achievement of quarterly Non-GAAP Operating Income against the quarterly targets. |
(2) | Inventory Turns is defined as (consolidated quarterly cost of revenues multiplied by 4) divided by (consolidated ending net inventory balance for such quarter). The cost of revenues is measured on a GAAP basis. |
(3) | Associate Engagement is measured through our percentile ranking amongst a benchmark group of companies in an annually administered Employee Engagement Survey. |
(4) | Market Share is defined as our net revenues from OCC products divided by the sum of such revenue plus OCC revenue as reported from a leading competitor. We use this measure as no other public data on the OCC revenue of other competitors is readily available to our knowledge. |
(5) | Under the provisions of the EIP, progress towards attainment of the goals was tracked quarterly but payout remained contingent on achievement of the threshold as of the end of fiscal year 2012. The Committee retains discretion to adjust actual awards consistent with the terms of the EIP. |
(6) | Target and Actual achievement of these metrics have been intentionally omitted as they constitute competitively sensitive commercial and financial information. |
Performance Metric | Basis of Performance Metric | Target | Actual | % Achievement | Weight | Weighted Score | |||||||
Non-GAAP Operating Income (in thousands) (1) | Consolidated | $ | 170,132 | $ | 159,162 | 94.2 | % | 35.00 | % | 33.0 | % | ||
Inventory Turns (2)(6) | Consolidated | — | — | 118.8 | % | 6.25 | % | 7.4 | % | ||||
On-Time Shipment (6) | Consolidated | — | — | 100.5 | % | 6.25 | % | 6.3 | % | ||||
Associate Engagement (3)(6) | — | — | 75.0 | % | 12.50 | % | 9.4 | % | |||||
Market Share (4)(6) | OCC | — | — | 102.2 | % | 10.00 | % | 10.2 | % | ||||
Functional Goals (6) | — | — | 98.2 | % | 30.00 | % | 29.5 | % | |||||
Total Target Bonus (in whole $) | $ | 210,990 | $194,322 | ||||||||||
Total Percentage of Bonus Eligible to be Achieved | 95.7 | % | |||||||||||
Total Percentage of Bonus Payout | 92.1 | % | |||||||||||
Total Bonus Payout (5) | $194,322 |
(1) | Non-GAAP Operating Income achievement is defined as the average achievement of quarterly Non-GAAP Operating Income against the quarterly targets. |
(2) | Inventory Turns is defined as (consolidated quarterly cost of revenues multiplied by 4) divided by (consolidated ending inventory balance for such quarter). The cost of revenues is measured on a GAAP basis. |
(3) | Associate Engagement is measured through our percentile ranking amongst a benchmark group of companies in an annually administered Employee Engagement Survey. |
(4) | Market Share is defined as our net revenues from OCC products divided by the sum of such revenue plus OCC revenue as reported from a leading competitor. We use this measure as no other public data on the OCC revenue of other competitors is readily available to our knowledge. |
(5) | Under the provisions of the EIP, progress towards attainment of the goals was tracked quarterly but payout remained contingent on achievement of the threshold as of the end of fiscal year 2012. The Committee retains discretion to adjust actual awards consistent with the terms of the EIP. |
(6) | Target and Actual achievement of these metrics have been intentionally omitted as they constitute competitively sensitive commercial and financial information. |
Target Incentive Compensation | Actual Incentive Compensation | ||||||||||||||||||||||
Name and Position | Base Salary(1) | Annual Bonus | Target TCC | Annual Bonus | Actual TCC | Actual TCC as a Percentage of Target TCC | |||||||||||||||||
Ken Kannappan | $ | 675,000 | $ | 675,000 | $ | 1,350,000 | $ | 621,675 | $ | 1,296,675 | 96.1 | % | |||||||||||
Director, President and CEO | |||||||||||||||||||||||
Barbara Scherer | $ | 375,000 | $ | 243,750 | $ | 618,750 | $ | 224,250 | $ | 599,250 | 96.8 | % | |||||||||||
Senior Vice President, Finance & Administration and CFO | |||||||||||||||||||||||
Joseph Burton (2) | $ | 302,885 | $ | 196,875 | $ | 499,760 | $ | 181,322 | $ | 484,207 | 96.9 | % | |||||||||||
Senior Vice President Engineering and Development and Chief Technology Officer | |||||||||||||||||||||||
Don Houston | $ | 368,160 | $ | 239,304 | $ | 607,464 | $ | 220,399 | $ | 588,559 | 96.9 | % | |||||||||||
Senior Vice President, Sales | |||||||||||||||||||||||
Renee Niemi | $ | 324,600 | $ | 210,990 | $ | 535,590 | $ | 194,322 | $ | 518,922 | 96.9 | % | |||||||||||
Senior Vice President, Communication Solutions |
(1) | Reflects base salaries as of July 4, 2011 except for Mr. Burton. As Mr. Burton was hired during the course of fiscal year 2012, the target base salary shown is his actual base salary earned in fiscal year 2012. Mr. Burton's target base salary on a full annualized basis in fiscal year 2012 was $350,000 and his annual bonus target based on a full fiscal year would have been $227,500. |
(2) | In addition to the compensation above, Mr. Burton received a $250,000 sign-on bonus in fiscal year 2012 ("Bonus"). The Bonus is subject to applicable taxes and withholdings, and is repayable under the following terms: (i) should Mr. Burton voluntarily terminate his employment within two years of payment of the Bonus, he (a) would have repaid 100% of the Bonus if he had left prior the first anniversary of the date of payment of the Bonus, (b) must repay 50% of the Bonus if he leaves after the first anniversary of the first payment but before the second anniversary, and (c) must repay 0% of the Bonus if he leaves on or after the second anniversary of the first payment. On the one year anniversary of his employment, he received an additional $250,000 payment that is subject to the same repayment requirements should he voluntarily terminate his employment within two years of the second payment. |
• | The history of prior equity awards to the NEOs and the current and potential value of each of their vested and unvested holdings. The Committee furthermore considered each NEO's past performance, future contribution potential and other compensation elements previously awarded; |
• | The total pool of our common stock budgeted for all employee awards for the fiscal year and the portion going to the NEOs as a percent of the total; |
• | Mercer's review of market-competitive total direct compensation levels, as well as general market trends in long-term incentive grant practices; |
• | The historical grant levels and historical market data regarding equity awards for comparable jobs in similar companies; |
• | The anticipated value of the stock options and RSAs; and |
• | An appropriate split of the total LTI award into stock options and RSAs. The actual split for each executive was based on Mr. Kannappan's assessment and recommendation. In each case, factors considered included the benefit that would be received from stock options only if the stock price were to increase versus the fact that a benefit would be received from restricted stock whether the stock price increased or not. |
Equity Awards Granted in May 2011 | Equity Awards Granted in November 2011 | |||||||||||||
Name | RSA Shares | Stock Option Shares | Stock Option Shares | Total RSA Shares | Total Stock Option Shares (1) | |||||||||
Ken Kannappan | 20,000 | 50,000 | 50,000 | 20,000 | 100,000 | |||||||||
Barbara Scherer | — | — | — | — | — | |||||||||
Don Houston | 7,000 | 13,500 | 13,500 | 7,000 | 27,000 | |||||||||
Renee Niemi | 7,000 | 13,500 | 13,500 | 7,000 | 27,000 |
(1) | In connection with the transition of the timing of equity awards described above, in May 2011, each of the NEOs also received non-qualified stock options for the second half of fiscal year 2011 which are not included in the table above. The number of shares granted were: (i) Ken Kannappan 50,000; (ii) Barbara Scherer 15,000; (iii) Don Houston 17,500; and (iv) Renee Niemi 17,500. |
• | an assortment of vehicles for delivering compensation, both fixed and variable, short-term and long-term, including cash and equity, intended to focus our executives on specific objectives that help us achieve our business plan and create an alignment with long-term stockholder interests; |
• | diversification of incentive-related risk by employing a variety of performance measures; |
• | a balanced weighting of the various performance measures to avoid excessive attention to achievement of one measure over another; |
• | annual equity grants, so executives always have unvested awards that could decrease significantly in value if our business is not managed for the long term; |
• | annual goals and payment of cash bonuses under our EIP to discourage short-term risk-taking; |
• | potential repayment of one or more years of unearned cash bonuses under our EIP in the event of a material financial restatement; and |
• | fixed maximum award levels for performance-based awards. |
• | accrued compensation; and |
• | a severance payment equal to the sum of: |
◦ | 100% of the executive's annual base salary in effect immediately prior to the executive's termination date or (if greater) at the level in effect immediately prior to the Change of Control; |
◦ | that prorata portion or all of the executive's annual target incentive bonus that the executive has earned but not yet been paid; and |
◦ | 100% of the executive's annual target incentive bonus for the year in which the severance payment is triggered. |
• | continuation of certain health benefits for the executive and his or her eligible dependents for not more than 12 months following the termination date; and |
• | full vesting of the executive's equity awards to the extent outstanding on the termination date and not otherwise vested. |
Executive Benefits and Payments Upon Separation | Termination for Any Reason Other Than For Cause | Termination Other Than For Cause After Change in Control | Termination for Cause | ||||||||||
Compensation | $ | 2,104,134 | (1) | $ | 2,700,000 | (2) | $ | — | |||||
Benefits | $ | 98,072 | (3)(5) | $ | 73,726 | (4) | $ | — |
(1) | Assuming that the termination occurred during the period immediately following the end of fiscal year 2012, but before the end of the first fiscal quarter of 2013, and taking into account the fact that Mr. Kannappan earned his bonus for fiscal year 2012, Mr. Kannappan would be entitled to receive, for a period of 24 months following the Termination Date, continued cash compensation payments (in accordance with our normal payroll policies) equal to 75% of the average annual cash compensation earned during the twelve (12) full fiscal quarters immediately preceding the Termination Date. For a complete description of the benefits Mr. Kannappan is entitled to receive as well as the conditions to which such payments are subject, see "Mr. Kannappan's Employment Agreement" above. |
(2) | Mr. Kannappan is entitled to receive: (i) accrued compensation; and (ii) a severance payment equal to the sum of: (A) 300% of his annual base salary in effect immediately prior to the termination date or (if greater) at the level in effect immediately prior to the change of control and (B) 100% of his annual target incentive bonus for the year in which the severance payment is triggered. Under the terms of his Second Restated Employment Agreement, Mr. Kannappan would have also been entitled to 100% of his quarterly incentive target bonus but, as previously mentioned, we no longer offer a quarterly incentive bonus. Therefore, we have confirmed with Mr. Kannappan that any termination related payment would not include a quarterly incentive target bonus amount. |
(3) | Certain Company Benefits estimated at $98,072 based on fiscal year 2012 medical benefits; automobile expense reimbursement program benefits; and disability, life and other group insurance benefits. |
(4) | Continued employee benefits reasonably estimated at $73,726 based on fiscal year 2012 employee benefits. |
(5) | Mr. Kannappan is entitled to reimbursement of certain medical expenses not covered under our medical plans generally available to all employees. This Exec-U-care medical reimbursement program allows for reimbursement of up to $1,250,000 per year. In fiscal year 2012, the amount reimbursed was $4,146 and is included in the amount reported. |
• | a lump sum payment of $375,000, less applicable withholdings; |
• | a lump sum cash payment, less applicable withholdings, equal to the cash bonus she would have otherwise received under our EIP assuming she remained employed through March 31, 2012. The amount otherwise payable to Ms. Scherer of $224,250 was actually paid to her on June 7, 2012; |
• | her outstanding equity awards would have vested as to that number of shares that would otherwise have vested through March 31, 2012 as if the equity awards had been vesting on the monthly anniversary of the vesting commencement date applicable to each such award; |
• | a lump sum payment equal to 150% of (a) the monthly premium she would be required to pay to continue her group plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") at the rates in effect on the date her employment with us terminates, multiplied by (b) twelve (12), less applicable withholdings. As of March 31, 2012, the amount would have been $24,575. This payment would have been made regardless of whether she elected COBRA continuation coverage; and |
• | Company-paid Exec-U-Care medical reimbursement benefits through March 31, 2013 to the extent permitted under the terms of the Exec-U-Care plan. The maximum amount that may be reimbursed annually is $1,250,000. In fiscal year 2012, the amount reimbursed to Ms. Scherer was $2,453. |
Executive Benefits and Payments Upon Separation | Voluntary Termination | Termination Other Than For Cause After Change in Control | Termination for Cause | ||||||||||
Compensation | $ | — | $ | 1,008,822 | (1) | $ | — | ||||||
Benefits | $ | — | $ | 24,575 | (2) | $ | — |
(1) | If Mr. Burton's employment is terminated by us without "Cause" or by him for "Good Reason" within twenty-four (24) months after a Change of Control, Mr. Burton will be entitled to receive (i) accrued compensation; and (ii) a severance payment equal to the sum of: (A) 100% of his annual base salary in effect immediately prior to his termination date or (if greater) at the level in effect immediately prior to the Change of Control; (B) that prorata portion or all of his annual target incentive bonus that he has earned but not yet been paid; and (C) 100% of his annual target incentive bonus. Mr. Burton would also be entitled to the second half of his sign-on bonus, $250,000, if he did not voluntarily terminate his employment. This additional $250,000 is included in the amount reported above. |
Executive Benefits and Payments Upon Separation | Voluntary Termination | Termination Other Than For Cause After Change in Control | Termination for Cause | ||||||||||
Compensation | $ | — | $ | 827,863 | (1) | $ | — | ||||||
Benefits | $ | — | $ | 24,575 | (2) | $ | — |
(1) | If Mr. Houston's employment is terminated by us without "Cause" or by him for "Good Reason" within twenty-four (24) months after a Change of Control, Mr. Houston will be entitled to receive (i) accrued compensation; and (ii) a severance payment equal to the sum of: (A) 100% of his annual base salary in effect immediately prior to his termination date or (if greater) at the level in effect immediately prior to the Change of Control; (B) that prorata portion or all of his annual target incentive bonus that he has earned but not yet been paid; and (C) 100% of his annual target incentive bonus. |
(2) | Certain employee benefits reasonably estimated at $24,575 based on fiscal year 2012 employee benefit payments. |
Executive Benefits and Payments Upon Separation | Voluntary Termination | Termination Other Than For Cause After Change of Control | Termination for Cause | ||||||||||
Compensation | $ | — | $ | 729,912 | (1) | $ | — | ||||||
Benefits | $ | — | $ | 8,828 | (2) | $ | — |
(1) | If Ms. Niemi's employment is terminated by us without "Cause" or by her for "Good Reason" within twenty-four (24) months after a Change of Control, Ms. Niemi will be entitled to receive (i) accrued compensation; and (ii) a severance payment equal to the sum of: (A) 100% of her annual base salary in effect immediately prior to her termination date or (if greater) at the level in effect immediately prior to the Change of Control; (B) that prorata portion or all of her annual target incentive bonus that she has earned but not yet been paid; and (C) 100% of her annual target incentive bonus. |
(2) | Certain employee benefits reasonably estimated at $8,828 based on fiscal year 2012 employee benefit payments. |
Name and Principal Position | Fiscal Year | Salary | Bonus (1) | Stock Awards (2) | Option Awards (2) | Non-Equity Incentive Plan Compensation (3) | All Other Compensation (4) | Total | ||||||||||||||||||||||
Ken Kannappan | 2012 | $ | 675,000 | $ | — | $ | 733,400 | $ | 1,864,685 | $ | 621,675 | $ | 66,875 | $ | 3,961,635 | |||||||||||||||
Director, President and CEO | 2011 | $ | 651,923 | $ | — | $ | 634,900 | $ | 1,198,675 | $ | 793,830 | $ | 65,692 | $ | 3,345,020 | |||||||||||||||
2010 | $ | 639,058 | $ | — | $ | 421,750 | $ | 905,196 | $ | 826,781 | $ | 61,186 | $ | 2,853,971 | ||||||||||||||||
Barbara Scherer | 2012 | $ | 375,000 | $ | — | $ | — | $ | 189,998 | $ | 224,250 | $ | 47,496 | $ | 836,744 | |||||||||||||||
Senior Vice President, Finance & Administration and CFO | 2011 | $ | 375,000 | $ | — | $ | 217,680 | $ | 387,270 | $ | 121,873 | $ | 51,163 | $ | 1,152,986 | |||||||||||||||
2010 | $ | 382,212 | $ | — | $ | 241,000 | $ | 396,757 | $ | 357,129 | $ | 47,162 | $ | 1,424,260 | ||||||||||||||||
Joe Burton (5) | 2012 | $ | 302,885 | $ | 250,000 | $ | 1,829,000 | $ | 238,418 | $ | 181,322 | $ | 44,244 | $ | 2,845,869 | |||||||||||||||
Senior Vice President of Engineering and Development and Chief Technology Officer | 2011 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||||||||||||||||||||||
2010 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||||||||||
Don Houston | 2012 | $ | 364,620 | $ | — | $ | 256,690 | $ | 554,131 | $ | 220,399 | $ | 53,293 | $ | 1,449,133 | |||||||||||||||
Senior Vice President, Sales | 2011 | $ | 347,269 | $ | — | $ | 290,240 | $ | 419,536 | $ | 304,977 | $ | 55,597 | $ | 1,417,619 | |||||||||||||||
2010 | $ | 346,538 | $ | — | $ | 216,900 | $ | 415,347 | $ | 323,797 | $ | 55,745 | $ | 1,358,327 | ||||||||||||||||
Renee Niemi | 2012 | $ | 318,450 | $ | — | $ | 256,690 | $ | 554,131 | $ | 194,322 | $ | 35,541 | $ | 1,359,134 | |||||||||||||||
Senior Vice President – Communication Solutions | 2011 | $ | 287,981 | $ | — | $ | 290,240 | $ | 419,536 | $ | 252,548 | $ | 36,592 | $ | 1,286,897 | |||||||||||||||
2010 | $ | 267,788 | $ | — | $ | 241,000 | $ | 322,396 | $ | 223,262 | $ | 35,419 | $ | 1,089,865 |
(1) | Includes all bonus payments, if any, paid outside of the Executive Incentive Plan ("EIP"). See also Note 5. |
(2) | Stock awards amounts and option awards amounts reported are the aggregate grant date fair value of stock-related awards in fiscal year 2012 computed in accordance with FASB ASC Topic 718. Refer to Note 2 – Significant Accounting Policies, Stock-Based Compensation Expense and Note 12 – Stock Plans and Stock-Based Compensation to the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended March 31, 2012 as filed with the SEC on May 25, 2012 for the assumptions used to value such awards. |
(3) | Amounts shown are the sum of the components (a) and (b) below: |
a) | The following payments were made on June 4, 2010 under the quarterly bonus goals of the EIP for fiscal year 2010: Mr. Kannappan ($287,576), Ms. Scherer ($124,219), Mr. Houston ($112,625) and Ms. Niemi ($77,657). The fiscal year 2011 amounts include the following payments made on June 9, 2011 under the quarterly bonus goals of the EIP for fiscal year 2011: Mr. Kannappan ($292,593), Ms. Scherer ($60,936), Mr. Houston ($112,019) and Ms. Niemi ($92,676). No quarterly bonus goal payments were made under the EIP in fiscal year 2012. |
b) | In fiscal year 2010, the following payments were made under the Annual Incentive Plan of the EIP on June 4, 2010: Mr. Kannappan ($539,205), Ms. Scherer ($232,910), Mr. Houston ($211,172) and Ms. Niemi ($145,605). The fiscal year 2011 amounts include the following payments made on June 9, 2011 under the Annual Incentive Plan of the EIP for fiscal year 2011: Mr. Kannappan ($501,237), Ms. Scherer ($60,937), Mr. Houston ($192,958) and Ms. Niemi ($159,872). All amounts reported for fiscal year 2012 were annual amounts earned under the EIP and were paid on June 7, 2012. |
(4) | Amounts shown include our contributions or other allocations to defined contribution plans for benefits such as employer 401(k) contributions, 401(k) match payments, restricted stock award dividends and insurance premiums, a supplemental benefit program available only to employees whose titles are vice president and above to reimburse participants for items such as medical co-payments, legal and financial planning services, and a car allowance. |
(5) | Mr. Burton's employment commenced on May 23, 2011. The amount reported in the columns entitled, "Salary" and "Non-Equity Incentive Plan Compensation" in the table above are the amounts actually earned by Mr. Burton from his hire date to the end of fiscal year 2012. The amount reported in the column entitled "Bonus" reflects the amount actually paid to Mr. Burton as a sign-on bonus. If Mr. Burton had voluntarily terminated his employment prior to the first anniversary of the receipt of the $250,000 payment, he would have been obligated to repay all of the $250,000. If he voluntarily terminates his employment after the first anniversary but prior to the second anniversary of the $250,000 payment, he will be obligated to repay $125,000. |
Grant Date (1) | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (2) | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(3) | Exercise or Base Price of Option Awards ($/Share) | Grant Date Fair Value of Stock Awards | Grant Date Fair Value of Option Awards | ||||||||||||||||||||||||||
Name | Threshold ($) | Target ($) | Maximum ($) | |||||||||||||||||||||||||||||
Ken Kannappan (4) | $ | 337,500 | $ | 675,000 | $ | 1,012,500 | ||||||||||||||||||||||||||
5/6/2011 | 20,000 | $ | 733,400 | |||||||||||||||||||||||||||||
5/6/2011 | 100,000 | $ | 36.67 | $ | 1,266,650 | |||||||||||||||||||||||||||
11/4/2011 | 50,000 | $ | 33.12 | $ | 598,035 | |||||||||||||||||||||||||||
Barbara Scherer | $ | 121,875 | $ | 243,750 | $ | 365,625 | ||||||||||||||||||||||||||
5/6/2011 | 15,000 | $ | 36.67 | $ | 189,998 | |||||||||||||||||||||||||||
Joe Burton (5) | $ | 98,438 | $ | 196,875 | $ | 295,313 | ||||||||||||||||||||||||||
5/23/2011 | 20,000 | $ | 35.16 | $ | 238,418 | |||||||||||||||||||||||||||
5/31/2011 | 50,000 | $ | 1,829,000 | |||||||||||||||||||||||||||||
Don Houston | $ | 119,652 | $ | 239,304 | $ | 358,956 | ||||||||||||||||||||||||||
5/6/2011 | 7,000 | $ | 256,690 | |||||||||||||||||||||||||||||
5/6/2011 | 31,000 | $ | 36.67 | $ | 392,662 | |||||||||||||||||||||||||||
11/4/2011 | 13,500 | $ | 33.12 | $ | 161,469 | |||||||||||||||||||||||||||
Renee Niemi | $ | 105,495 | $ | 210,990 | $ | 316,485 | ||||||||||||||||||||||||||
5/6/2011 | 7,000 | $ | 256,690 | |||||||||||||||||||||||||||||
5/6/2011 | 31,000 | $ | 36.67 | $ | 392,662 | |||||||||||||||||||||||||||
11/4/2011 | 13,500 | $ | 33.12 | $ | 161,469 |
(1) | Pursuant to the policy of the Compensation Committee in fiscal year 2012, stock options to NEOs other than Mr. Burton were approved and granted on May 6, 2011 and November 4, 2011, three days after quarterly financial results are announced. The exercise price of such options is equal to the closing market price of our common stock on the date of grant. See also Note 5. |
(2) | Actual amounts paid under the fiscal year 2012 EIP are set forth in the "Summary Compensation Table" above. |
(3) | Restricted stock awards of 10,000 or more shares vest in quarterly installments over a four year period from the date of grant. Restricted stock awards of less than 10,000 shares vest in four annual installments on the anniversaries of the date of grant. 33.3% of the shares subject to stock options vest on the one-year anniversary of the grant, and 1/36th of the shares subject to stock options vest each month thereafter. |
(4) | Please see discussion of acceleration of equity grants in the section entitled "Mr. Kannappan's Employment Agreement." |
(5) | Mr. Burton's hire date was May 23, 2011. His stock option grant occurred on the date of his hire and his restricted stock awards were granted on the last day of the calendar month in which his employment commenced. Additionally, the amounts reported in the "Target" and "Maximum" columns of the "Estimated Possible Payouts Under Non-Equity Incentive Plan Awards" section of the table above reflect the pro rated amounts Mr. Burton was eligible to receive for at target and maximum performance under our EIP. |
Option Awards | Stock Awards | |||||||||||||
Name | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting | ||||||||||
Ken Kannappan | 505,000 | $ | 8,390,287 | 20,313 | $ | 708,869 | ||||||||
Barbara Scherer | 169,027 | $ | 2,485,595 | 8,000 | $ | 271,388 | ||||||||
Joe Burton | - | $ | — | - | $ | — | ||||||||
Don Houston | 40,000 | $ | 873,046 | 9,000 | $ | 302,630 | ||||||||
Renee Niemi | 15,000 | $ | 31,016 | 8,650 | $ | 297,496 |
Option Awards (1) | Stock Awards (1) | ||||||||||||||||||
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | |||||||||||||
Ken Kannappan | 100,000 | — | $ | 26.90 | 9/3/2013 | (3) | |||||||||||||
24,000 | — | $ | 27.16 | 10/19/2012 | (3) | ||||||||||||||
100,000 | — | $ | 20.44 | 10/27/2013 | (3) | ||||||||||||||
20,000 | — | $ | 27.58 | 10/26/2014 | (3) | ||||||||||||||
30,000 | — | $ | 24.17 | 5/2/2015 | (3) | ||||||||||||||
51,944 | 3,056 | $ | 16.97 | 5/8/2016 | (4) | ||||||||||||||
40,277 | 9,723 | $ | 24.11 | 10/30/2016 | (4) | ||||||||||||||
30,555 | 19,445 | $ | 30.04 | 5/7/2017 | (4) | ||||||||||||||
22,222 | 27,778 | $ | 36.28 | 11/5/2017 | (4) | ||||||||||||||
— | 50,000 | $ | 36.67 | 5/6/2018 | (4) | ||||||||||||||
— | 50,000 | $ | 36.67 | 5/6/2018 | (4) | ||||||||||||||
— | 50,000 | $ | 33.12 | 11/4/2018 | (4) | ||||||||||||||
(5) | 39,689 | 1,597,765 | |||||||||||||||||
Barbara Scherer | 1,667 | 1,667 | $ | 16.97 | 5/8/2016 | (6) | |||||||||||||
972 | 3,403 | $ | 24.11 | 10/30/2016 | (6) | ||||||||||||||
1,458 | 6,806 | $ | 30.04 | 5/7/2017 | (6) | ||||||||||||||
6,666 | 8,334 | $ | 36.28 | 11/5/2017 | (6) | ||||||||||||||
— | 15,000 | $ | 36.67 | 5/6/2018 | (6) | ||||||||||||||
(7) | 10,375 | 417,639 | |||||||||||||||||
Joe Burton | — | 20,000 | $ | 35.16 | 5/23/2018 | (8) | |||||||||||||
(9) | 50,000 | 2,013,000 | |||||||||||||||||
Don Houston | 30,000 | — | $ | 26.90 | 9/3/2013 | (3) | |||||||||||||
10,000 | — | $ | 20.44 | 10/27/2013 | (3) | ||||||||||||||
6,000 | — | $ | 27.58 | 10/26/2014 | (3) | ||||||||||||||
9,000 | — | $ | 24.17 | 5/2/2015 | (3) | ||||||||||||||
12,500 | — | $ | 12.78 | 10/27/2015 | (3) | ||||||||||||||
30,694 | 1,806 | $ | 16.97 | 5/8/2016 | (4) | ||||||||||||||
14,097 | 3,403 | $ | 24.11 | 10/30/2016 | (4) | ||||||||||||||
10,694 | 6,806 | $ | 30.04 | 5/7/2017 | (4) | ||||||||||||||
7,778 | 9,722 | $ | 36.28 | 11/5/2017 | (4) | ||||||||||||||
— | 17,500 | $ | 36.67 | 5/6/2018 | (4) | ||||||||||||||
— | 13,500 | $ | 36.67 | 5/6/2018 | (4) | ||||||||||||||
— | 13,500 | $ | 33.12 | 11/4/2018 | (4) | ||||||||||||||
(10) | 18,750 | 754,818 | |||||||||||||||||
Renee Niemi | 5,000 | — | $ | 36.85 | 6/6/2012 | (3) | |||||||||||||
5,000 | — | $ | 20.44 | 10/27/2013 | (3) | ||||||||||||||
1,067 | — | $ | 27.58 | 10/26/2014 | (3) | ||||||||||||||
2,800 | — | $ | 24.17 | 5/2/2015 | (3) |
10,000 | — | $ | 12.78 | 10/27/2015 | (3) | ||||||||||||||
18,888 | 1,112 | $ | 16.97 | 5/8/2016 | (4) | ||||||||||||||
14,097 | 3,403 | $ | 24.11 | 10/30/2016 | (4) | ||||||||||||||
10,694 | 6,806 | $ | 30.04 | 5/7/2017 | (4) | ||||||||||||||
7,778 | 9,722 | $ | 36.28 | 11/5/2017 | (4) | ||||||||||||||
— | 17,500 | $ | 36.67 | 5/6/2018 | (4) | ||||||||||||||
— | 13,500 | $ | 36.67 | 5/6/2018 | (4) | ||||||||||||||
— | 13,500 | $ | 33.12 | 11/4/2018 | (4) | ||||||||||||||
(11) | 19,250 | 774,943 |
(1) | All unvested options vest over a three-year period with 1/3 vesting on the first anniversary of the grant date and 1/36th per month thereafter as long as the grantee remains employed by us. For restricted stock awards to existing employees, vesting occurs annually over a four-year period for awards of less than 10,000 shares; for awards of 10,000 shares or more, vesting occurs quarterly over the four-year period so long as the employee remains employed by us. For restricted stock awards to new employees in connection with their hire, vesting occurs annually over a four-year period for awards of less than 10,000 shares; for awards of 10,000 shares or more, vesting occurs over a four-year period, with 25% of the shares vesting following the first anniversary of the date of grant and the remaining shares vesting in quarterly installments thereafter so long as the employee remains employed by us. |
(2) | Stock Awards granted prior to April 4, 2010 require the payment of the par value of our common stock of $0.01 per share, which amounts have been subtracted from the outstanding awards of Messrs. Kannappan and Houston and Messes. Scherer and Niemi. Mr. Burton's Stock Awards do not require payment of par value and are valued at the number of shares outstanding multiplied times the closing price of our common stock of $40.26 as of March 31, 2012. |
(3) | Stock Option is fully vested. |
(4) | Stock options fully vest in the order listed on May 8, 2012, October 30, 2012, May 7, 2013, November 5, 2013, May 6, 2014, May 6, 2014, and November 4, 2014, respectively. |
(5) | Based on four stock awards granted on October 27, 2008, October 30, 2009, November 5, 2010 and May 6, 2011, respectively, with 3,750, 7,657, 12,032, and 16,250 shares, respectively, remaining unvested at the end of fiscal year 2012. |
(6) | Stock options fully vest on May 8, 2012, October 30, 2012, May 7, 2013, November 5, 2013, and May 6, 2014, respectively. |
(7) | Based on three stock awards granted on October 27, 2008, October 30, 2009, and November 5, 2010, respectively, with 1,500, 4,375, and 4,500 shares, respectively, remaining unvested at the end of fiscal year 2012. |
(8) | Stock option fully vests on May 23, 2014. |
(9) | Based on two stock awards of 25,000 shares each, granted on May 31, 2011. |
(10) | Based on four stock awards granted on October 27, 2008, October 30, 2009, November 5, 2010 and May 6, 2011, respectively, with 1,250, 4,500, 6,000, and 7,000, shares, respectively, remaining unvested at the end of fiscal year 2012. |
(11) | Based on four stock awards granted on October 27, 2008, October 30, 2009, November 5, 2010 and May 6, 2011, respectively, with 1,875, 4,375, 6,000, and 7,000, shares, respectively, remaining unvested at the end of fiscal year 2012. |
For the Board of Directors | |
/s/ Rich Pickard | |
Rich Pickard | |
Secretary |
• | reviewed and discussed Plantronics' audited consolidated Financial Statements for the fiscal year ended March 31, 2012 with Plantronics' management, which has primary responsibility for those statements; |
• | discussed with PricewaterhouseCoopers LLP, Plantronics' independent registered public accounting firm, the matters required to be discussed by Statement on Auditing Standard No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU Section 380, as adopted by the Public Company Accounting Oversight Board ("PCAOB") in Rule 3200T); and |
• | received and reviewed the written disclosures and the letter from PricewaterhouseCoopers LLP required by the applicable requirements of the PCAOB regarding the independent accountant's communications with the Audit Committee concerning independence, and has discussed with PricewaterhouseCoopers LLP its independence. |
The Audit Committee | |
Brian Dexheimer | |
Gregg Hammann | |
Marshall Mohr (Chair) | |
Marv Tseu |
Members of the Compensation Committee: | |
Gregg Hammann (Chair) | |
John Hart | |
Marv Tseu |
SECTION 1. | PURPOSES AND DEFINITIONS |
1.1 | Purposes of the Plan. The purposes of this 2003 Stock Plan are: |
(A) | to attract and retain the best available personnel for positions of substantial responsibility, |
(B) | to provide additional incentive to Employees, Directors and Consultants, and |
(C) | to promote the success of the Company’s business. |
1.2 | The Plan permits the Administrator to grant Options, Restricted Stock Awards, and Restricted Stock Units. |
1.3 | Definitions. As used herein, the following definitions shall apply: |
(A) | “Administrator” means the Board or any Committees as shall be administering the Plan, in accordance with Section 2.2. |
(B) | “Applicable Laws” means the requirements relating to the administration of equity based awards under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan. |
(C) | “Award” means, individually or collectively, a grant under the Plan of Options, Restricted Stock Awards, and Restricted Stock Units. |
(D) | “Award Agreement” means the written or electronic agreement setting forth the terms and provisions applicable to each Award granted under the Plan, for purposes of clarification, and shall include an Option Agreement, a Restricted Stock Award Agreement, and Restricted Stock Unit Agreement, as applicable. The Award Agreement is subject to the terms and conditions of the Plan. |
(E) | “Board” means the Board of Directors of the Company. |
(F) | “Change in Control” means the occurrence of any of the following events: |
(i) | Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities; or |
(ii) | The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; |
(iii) | A change in the composition of the Board occurring within a two-year period, as a result of which fewer than a majority of the Directors are Incumbent Directors. “Incumbent Directors” means Directors who either (A) are Directors as of the effective date of the Plan, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but will not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of Directors to the Company); or |
(iv) | The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation. |
(G) | “Code” means the Internal Revenue Code of 1986, as amended. |
(H) | “Committee” means a committee of individuals appointed by the Board in accordance with Section 2.2. |
(I) | “Common Stock” means the common stock of the Company. |
(J) | “Company” means Plantronics, Inc., a Delaware corporation. |
(K) | “Consultant” means any natural person, including an advisor, engaged, directly or indirectly, by the Company or a Parent or Subsidiary to render services to such entity. |
(L) | “Determination Date” means the latest possible date that will not jeopardize the qualification of an Award granted under the Plan as “performance-based compensation” under Section 162(m) of the Code. |
(M) | “Director” means a member of the Board. |
(N) | “Disability” means total and permanent disability as defined in Section 22(e)(3) of the Code. |
(O) | “Employee” means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. Neither service as a Director nor payment of a Director’s fee by the Company shall be sufficient to constitute “employment” by the Company. |
(P) | “Exchange Act” means the Securities Exchange Act of 1934, as amended. |
(Q) | “Fair Market Value” means, as of any date, the value of Common Stock determined as follows: |
(i) | If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the New York Stock Exchange (NYSE), its Fair Market Value shall be the closing sales price a Share (or the closing bid, if no sales were reported) as quoted on such exchange or system for the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; |
(ii) | If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share shall be the mean between the high bid and low asked prices for the Common Stock on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or |
(iii) | In the absence of an established market for the Common Stock, the Fair Market Value shall be determined in good faith by the Administrator |
(R) | “Fiscal Year” means the fiscal year of the Company. |
(S) | “Nonstatutory Stock Option” means an Option that by its terms does not qualify or is not intended to qualify as an "incentive stock option" under Section 422 of the Code. |
(T) | “Notice of Grant” means a written or electronic notice evidencing certain terms and conditions of the grant of an individual Option, a Restricted Stock Award, and Restricted Stock Unit. The Notice of Grant is part of the agreement evidencing the terms and conditions of a specific grant. |
(U) | “Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. |
(V) | “Option” means a stock option granted pursuant to the Plan, as evidenced by a Notice of Grant. |
(W) | “Option Agreement” means a written or electronic agreement between the Company and a Participant evidencing the terms and conditions of an individual Option grant. The Option Agreement is subject to the terms and conditions of the Plan. |
(X) | “Optioned Stock” means the Common Stock subject to an Award. |
(Y) | “Outside Director” means a Director who is not an Employee. |
(Z) | “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code. |
(AA) | “Participant” means the holder of an outstanding Award granted under the Plan. |
(AB) | “Performance Goals” will have the meaning set forth in Section 6.1 of the Plan. |
(AC) | “Performance Period” means any Fiscal Year or such other longer or shorter period as determined by the Administrator in its sole discretion. |
(AD) | "Period of Restriction" means the period during which the transfer of Shares of Restricted Stock are subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the achievement of target levels of performance, or the occurrence of other events as determined by the Administrator. |
(AE) | “Plan” means this 2003 Stock Plan, as amended and restated. |
(AF) | “Restricted Stock” means shares of Common Stock acquired pursuant to a grant of Restricted Stock Award or the early exercise of an Option. |
(AG) | “Restricted Stock Award” means a grant of Restricted Stock pursuant to the Plan, as evidenced by a Notice of Grant. |
(AH) | “Restricted Stock Award Agreement” means a written or electronic agreement between the Company and a Participant evidencing the terms and restrictions applying to stock granted under a Restricted Stock Award. The Restricted Stock Award Agreement is subject to the terms and conditions of the Plan. |
(AI) | “Restricted Stock Unit” means an Award granted to a Participant pursuant to Section 6. |
(AJ) | “Restricted Stock Unit Agreement” means a written or electronic agreement between the Company and a Participant evidencing the terms and restrictions applying to a Restricted Stock Unit Award. The Restricted Stock Unit Agreement is subject to the terms and conditions of the Plan. |
(AK) | “Retirement” unless otherwise defined in the Award Agreement or in a written employment, services or other agreement between the Participant and the Company or any Parent or Subsidiary of the Company, will have such meaning as the Administrator may determine, or, if not so defined, will mean termination of Participant’s status as a Service Provider after he or she reaches age 55 and has completed at least ten (10) years of employment or service with the Company or any Parent or Subsidiary of the Company; provided, however, that with respect to Outside Directors “Retirement” will mean termination of an Outside Director’s status as a Director when (i) the Outside Director’s age is 55 or over and he or she has continuously been a Director for at least seven (7) years on the date of such termination or (ii) the Outside Director has continuously been a Director for at least ten (10) years from the date of such termination. |
(AL) | “Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan. |
(AM) | “Section 16(b)” means Section 16(b) of the Exchange Act. |
(AN) | “Securities Act” means the Securities Act of 1933, as amended. |
(AO) | “Service Provider” means an Employee, Director or Consultant. |
(AP) | “Share” means a share of the Common Stock, as adjusted in accordance with Section 7.4. |
(AQ) | “Subsidiary” means a “subsidiary corporation”, whether now or hereafter existing, as defined in Section 424(f) of the Code. |
SECTION 2. | ADMINISTRATION |
2.1 | Stock Subject to the Plan. |
(A) | Subject to the provisions of Section 7.4, the maximum aggregate number of Shares that may be optioned and sold under the Plan is 12,900,000 Shares. The Shares may be authorized, but unissued, or reacquired Common Stock. |
(B) | Shares will not be deemed to have been issued pursuant to the Plan with respect to any portion of an Award that is settled in cash. Shares used to pay the tax and exercise price of an Award will not become available for future grant or sale under the Plan. |
(C) | If an Award expires or becomes unexercisable without having been exercised in full, or with respect to Restricted Stock or Restricted Stock Units, is forfeited to or repurchased by the Company, the unpurchased Shares (or for Awards other than Options, the forfeited or repurchased Shares) which were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated); provided, however, that Shares that have actually been issued under the Plan, whether upon exercise or of an Award or issuance with respect thereto, shall not be returned to the Plan and shall not become available for future distribution under the Plan, except that if unvested Shares of Restricted Stock or Restricted Stock Units are repurchased by or forfeited to the Company, such Shares shall become available for future grant under the Plan. |
2.2 | Administration of the Plan. |
(A) | Procedure. |
(i) | Multiple Administrative Bodies. Different Committees with respect to different groups of Service Providers may administer the Plan. |
(ii) | Section 162(m). To the extent that the Administrator determines it to be desirable to qualify Awards as “performance based compensation” within the meaning of Section 162(m) of the Code, the Plan shall be administered by a Committee of two or more “outside directors” within the meaning of Section 162(m) of the Code. |
(iii) | Rule 16b-3. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder shall be structured to satisfy the requirements for exemption under Rule 16b-3. |
(iv) | Other Administration. Other than as provided above, the Plan shall be administered by (A) the Board or (B) a Committee, which committee shall be constituted to satisfy Applicable Laws. |
(B) | Powers of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator shall have the authority, in its discretion: |
(iii) | to determine the number of Shares to be covered by each Award granted under the Plan; |
(v) | to determine the terms and conditions of any Award in accordance with the provisions of the Plan; provided, however, that the Administrator will not permit any Participant to issue a promissory note in order to exercise or otherwise acquire Shares pursuant to an Award; |
(vii) | to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to subplans established for the purpose of satisfying applicable foreign laws; |
(viii) | to modify or amend each Award (subject to Section 7.6(C)), including the discretionary authority to extend the post-termination exercisability period of Awards longer than is otherwise provided for in the Plan (but not beyond the maximum term permitted under Section 3.3); provided, however, that no such modification or amendment may invalidate this Plan as qualified under Applicable Laws; |
(ix) | to allow Participants to satisfy withholding tax obligations by electing to have the Company withhold from the Shares to be issued upon exercise of an Award that number of Shares having a Fair Market Value equal to the minimum amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined. All elections by the Participant to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or advisable; |
(x) | to authorize any person to (i) make decisions, determinations and interpretations on behalf of the Administrator to the extent allowed under Applicable Laws, and (ii) execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator; and |
(xi) | to make all other determinations deemed necessary or advisable for administering the Plan. |
(C) | Effect of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations, and those of any person authorized by the Administrator to make decisions, determinations and interpretations on behalf of the Administrator, shall be final and binding on all Participants and any other holders of Awards. |
2.3 | Eligibility. Awards may be granted to Service Providers subject to the terms and conditions of the Plan. |
SECTION 3. | STOCK OPTIONS |
3.1 | Limitations. |
(A) | An Option granted under the Plan may only qualify as a Nonstatutory Stock Option and shall be designated in an Award Agreement as such. |
(B) | The following limitations shall apply to grants of Options: |
(i) | No Participant shall be granted, in any Fiscal Year, Options to purchase more than 500,000 Shares. |
(ii) | In connection with his or her initial employment, a Participant may be granted Options to purchase up to an additional 500,000 Shares, which shall not count against the limit set forth in Section 3.1(B)(i). |
(iii) | The foregoing limitations shall be adjusted proportionately in connection with any change in the Company’s capitalization as described in Section 7.4. |
(iv) | If an Option is cancelled in the same Fiscal Year in which it was granted (other than in connection with a transaction described in Section 7.4), the cancelled Option will be counted against the limits set forth in Sections 3.1(B)(i) and (ii). |
3.2 | Term of Option. The term of each Option shall be seven (7) years from the date of grant or such shorter term as may be approved by the Administrator. |
3.3 | Option Exercise Price. The per Share exercise price of an Option shall be no less than 100% of the Fair Market Value per Share on the date of grant. |
3.4 | Waiting Period and Exercise Dates. At the time an Option is granted, the Administrator shall fix the period within which the Option may be exercised and shall determine any conditions that must be satisfied before the Option may be exercised. |
3.5 | Form of Consideration. The Administrator shall determine the acceptable form of consideration for exercising an Option, including the method of payment. Such consideration may consist, subject to Applicable Laws, entirely of: |
(A) | cash; |
(B) | check; |
(C) | other Shares, including reservation by the Company of Shares issuable to the Participant upon exercise of an Option, which have a Fair Market Value on the date of surrender or reservation equal to the aggregate exercise price of the Shares as to which such Option shall be exercised; |
(D) | consideration received by the Company under a cashless exercise program implemented by the Company in connection with the Plan; |
(E) | a reduction in the amount of any Company liability to the Participant, including any liability attributable to the Participant’s participation in any Company sponsored deferred compensation program or arrangement; |
(F) | any combination of the foregoing methods of payment; or |
(G) | such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws; provided, however, that the issuance of a promissory note will not be a permissible form of consideration under the Plan. |
3.6 | Exercise of Option. |
(A) | Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder shall be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. An Option may not be exercised for a fraction of a Share. |
(i) | An Option shall be deemed exercised when the Company receives: (x) written or electronic notice of exercise (in accordance with the Award Agreement) from the person entitled to exercise the Option, and (y) full payment for the Shares with respect to which the Option is exercised (together with applicable withholding taxes). Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option shall be issued in the name of the Participant. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 7.4. |
(ii) | Exercising an Option in any manner shall decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised. |
(B) | Termination of Relationship as a Service Provider. If a Participant ceases to be a Service Provider, other than upon the Participant’s death, Disability or, in the case of Retirement, as set forth in Section 3.6(E) below, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option shall remain exercisable for ninety (90) days following the Participant’s termination. If, on the date of termination, the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Participant does not exercise his or her Option within the time specified by the Administrator, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. |
(C) | Disability of Participant. If a Participant ceases to be a Service Provider as a result of the Participant’s Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement (of at least six (6) months) to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option shall remain exercisable for twelve (12) months following the Participant’s termination. If, on the date of termination, the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Participant does not exercise his or her Option within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. |
(D) | Death of Participant. If a Participant dies while a Service Provider, the Option may be exercised following the Participant’s death within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of death (but in no event may the option be exercised later than the expiration of the term of such Option as set forth in the Award Agreement), by the Participant’s designated beneficiary, provided such beneficiary has been designated prior to the Participant’s death in a form acceptable to the Administrator. If no such beneficiary has been designated by the Participant, then such Option may be exercised by the personal representative of the Participant’s estate or by the person(s) to whom the Option is transferred pursuant to the Participant’s will or in accordance with the laws of descent and distribution. In the absence of a specified time in the Award Agreement, the Option shall remain exercisable for twelve (12) months following the Participant’s death. If, at the time of death, a Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall immediately revert to the Plan. If the Option is not so exercised within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. |
(E) | Retirement of Participant. If a Participant ceases to be a Service Provider as a result of his or her Retirement, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement, to the extent the Option is vested on the date of Retirement (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement). In the absence of a specified time in the Award Agreement, the Option shall remain exercisable for twelve (12) months following the date of Participant’s Retirement. If, on the date of Retirement, the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after his or her Retirement, the Participant does not exercise his or her Option within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan. |
SECTION 4. | RESTRICTED STOCK AWARDS |
4.1 | Grant of Restricted Stock. Awards of Restricted Stock may be granted to Service Providers at any time and from time to time, as will be determined by the Administrator, in its sole discretion. The Administrator will have complete discretion in determining the number of Shares of Restricted Stock granted to each Participant, provided that during any Fiscal Year no Participant will receive Restricted Stock having an aggregate value greater than $2,000,000, as determined based on the Fair Market Value of the Shares subject to each Restricted Stock Award on its respective date of grant. |
4.2 | Restricted Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction, the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine. Unless the Administrator determines otherwise, the Company, as escrow agent, will hold Shares of Restricted Stock until the restrictions on such Shares have lapsed. |
4.3 | Transferability. Except as provided in this Section 4 or the Award Agreement, Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction. |
4.4 | Other Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as it may deem advisable or appropriate. |
4.5 | Removal of Restrictions. Except as otherwise provided in this Section 4, Shares of Restricted Stock covered by each Award of Restricted Stock granted under the Plan will be released from escrow as soon as practicable after the last day of the Period of Restriction or at such other time as the Administrator may determine. The Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed. |
4.6 | Voting Rights. During the Period of Restriction, Service Providers holding Shares of Restricted Stock may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise. |
4.7 | Dividends and Other Distributions. During the Period of Restriction, Service Providers holding Shares of Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such Shares, unless the Administrator provides otherwise. If any such dividends or distributions are paid in Shares, the Shares will be subject to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid. |
4.8 | Cancellation of Restricted Stock Award. On the date set forth in the Restricted Stock Award Agreement, all unearned or unvested Restricted Stock shall be forfeited to the Company and again will become available for grant under the Plan as set forth in Section 2.1. |
SECTION 5. | RESTRICTED STOCK UNITS |
5.1 | Grant of Restricted Stock Units. Restricted Stock Units may be granted to Service Providers at any time and from time to time, as will be determined by the Administrator, in its sole discretion. The Administrator will have complete discretion in determining the number of Restricted Stock Units granted to each Participant, provided that during any Fiscal Year no Participant will receive Restricted Stock Units having an aggregate value greater than $2,000,000, as determined based on the Fair Market Value of the Shares subject to each Restricted Stock Unit on its respective date of grant. |
5.2 | Value of Restricted Stock Unit. Each Restricted Stock Unit will have an initial value that is established by the Administrator on or before the date of grant, subject to the limitations set forth in Section 5.1. |
5.3 | Vesting. A Restricted Stock Unit may, in the discretion of the Administrator, vest over the Participant’s period of service or upon attainment of specified performance objectives. |
5.4 | Performance Objectives and Other Terms. The Administrator will set performance objectives (including, without limitation, continued service) in its discretion which, depending on the extent to which they are met, will determine the number of Shares issuable or value of Restricted Stock Units paid out to the Participants. Each Award of Restricted Stock Units will be evidenced by an Award Agreement that will specify the Performance Period, and such other terms and conditions as the Administrator, in its sole discretion, will determine. |
5.5 | Earning of Restricted Stock Units. After the applicable Performance Period has ended, the holder of Restricted Stock Units will be entitled to receive all or a portion of the Shares issuable or a cash amount payable in accordance with Section 5.6 below base on the number of Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance objectives or other vesting provisions have been achieved. After the grant of a Restricted Stock Unit, the Administrator, in its sole discretion, may reduce or waive any performance objectives or other vesting provisions for such Restricted Stock Unit. |
5.6 | Form and Timing of Payment of Restricted Stock Units. Issuance of Shares and/or payment of cash earned pursuant to Restricted Stock Units will be made as soon as practicable after the expiration of the applicable Performance Period. The Administrator, in its sole discretion, may pay earned Restricted Stock Units in the form of cash, by the issuance of Shares (which have an aggregate Fair Market Value equal to the value of the earned Restricted Stock Units at the close of the applicable Performance Period) or in a combination thereof. |
5.7 | Cancellation of Restricted Stock Units. On the date set forth in the Award Agreement, all unearned or unvested Shares subject to Restricted Stock Units will be forfeited to the Company, and again will be available for grant under the Plan. |
SECTION 6. | PERFORMANCE GOALS |
6.1 | Performance Goals. The granting and/or vesting of Restricted Stock Awards or Restricted Stock Units may be made subject to the attainment of performance goals relating to one or more business criteria within the meaning of Section 162(m) of the Code and may provide for a targeted level or levels of achievement (“Performance Goals”) including one or more of the following measures: (1) stock price, (2) revenue, (3) profit, (4) bookings, (5) cash flow, (6) customer development, (7) customer retention, (8) customer satisfaction, (9) sales channel retention, (10) sales channel satisfaction, (11) sales channel development, (12) associate retention, (13) associate satisfaction, (14) associate development, (15) net bookings, (16) net income, (17) net profit, (18) operating cash flow, (19) operating expenses, (20) total earnings, (21) earnings per share, diluted or basic, (22) earnings per share from continuing operations, diluted or basic, (23) earnings before interest and taxes, (24) earnings before interest, taxes, depreciation and amortization, (25) pre-tax profit, (26) net asset turnover, (27) asset utilization, (28) inventory turnover, (29) capital expenditures, (30) net earnings, (31) operating earnings, (32) gross or operating margin, (33) profit margin, (34) debt, (35) working capital, (36) return on equity, (37) return on net assets, (38) return on total assets, (39) return on capital, (40) return on investment, (41) return on sales, (42) net or gross sales, (43) market share, (44) economic value added, (45) cost of capital, (46) change in assets, (47) technical development, (48) expense reduction levels, (49) debt reduction, (50) productivity, (51) new product introductions, (52) delivery performance, (53) implementation or improvement of new or existing business systems, and (54) total stockholder return. Any Performance Goals may be used to measure the performance of the Company as a whole or a business unit of the Company and may be measured relative to a peer group or index. The Performance Goals may differ from Participant to Participant and from Award to Award. Any criteria used may be (i) measured in absolute terms, (ii) compared to another company or companies, (iii) measured against the performance of the Company as a whole or a segment of the Company and/or (iv) measured on a pre-tax or post-tax basis (if applicable). Prior to the Determination Date, the Administrator will determine whether any significant element(s) will be included in or excluded from the calculation of any Performance Goal with respect to any Participant. |
SECTION 7. | GENERAL PROVISIONS |
7.1 | Term of Plan. The Plan originally became effective on September 24, 2003, and was most recently amended and restated on June 11, 2012, subject to obtaining stockholder approval in accordance with Section 7.11. It shall continue in effect until terminated under Section 7.6. |
7.2 | Transferability of Awards. Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Participant, only by the Participant. If the Administrator, in its sole discretion, makes an Award transferable, such Award may only be transferred (i) by will, (ii) by the laws of descent and distribution, or (iii) to family members (as such term is defined in the general instructions to Form S-8 under the Securities Act through gifts or domestic relations orders, as permitted by the instructions to Form S-8 of the Securities Act. |
7.3 | Leaves of Absence. The vesting of Awards granted hereunder will be suspended during any unpaid leave of absence, unless the Administrator determines otherwise pursuant to a leave of absence policy in effect from time to time. A Service Provider will not cease to be an Employee in the case of (i)any leave of absence approved by the Company or (ii)transfers between locations of the Company or between the Company, its Parent, or any Subsidiary. |
7.4 | Adjustments Upon Changes in Capitalization, Merger or Change in Control. |
(A) | Changes in Capitalization. Subject to any required action by the stockholders of the Company, the number of Shares that have been authorized for issuance under the Plan but as to which no Awards have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Award, and the number of Shares as well as the price per Share covered by each outstanding Award, and the numerical Share limits in Sections 2 and 3, shall be proportionately adjusted for any change in, or increase or decrease in the number of issued Shares, resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other change, or increase or decrease in the number of issued Shares, effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” The Board shall make such adjustment, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an Award. |
(B) | Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator shall notify each Participant as soon as practicable prior to the effective date of such proposed transaction. The Administrator in its discretion may provide for the Participant to have the right to exercise his or her Award prior to such transaction as to all of the Shares covered thereby, including Shares as to which the Award would not otherwise be vested or exercisable. In addition, the Administrator may provide that any Company repurchase option applicable to any Shares purchased upon exercise of an Award shall lapse as to all such Shares, provided the proposed dissolution or liquidation takes place at the time and in the manner contemplated. To the extent it has not been previously exercised, or earned, an Award will terminate immediately prior to the consummation of such proposed action. |
(C) | Merger or Change in Control. |
(i) | Awards. In the event of a merger of the Company with or into another corporation, or a Change in Control, each outstanding Award shall be assumed or an equivalent award substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. |
(1) | In the event that the successor corporation refuses to assume or substitute for the Award, the Participant shall fully vest in and have the right to exercise his or her Option as to all of the Shares, including Shares as to which it would not otherwise be vested or exercisable, and all restrictions on Restricted Stock and Restricted Stock Units will lapse and all performance goals or other vesting criteria with respect to an Award will be deemed achieved at target levels and all other terms and conditions met. In addition, if an Option becomes fully vested and exercisable in lieu of assumption or substitution in the event of a merger or Change in Control, the Administrator shall notify the Participant in writing or electronically that the Option shall be fully vested and exercisable for a period of not less than fifteen (15) days from the date of such notice, and the Option shall terminate upon the expiration of such period. |
(2) | For the purposes of this Section 7.4(C)(i), an Award shall be considered assumed if, following the merger or Change in Control, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the merger or Change in Control (and in the case of Restricted Stock Units, for each implied Share determined by dividing the value of the Restricted Stock Unit by the per Share consideration received by holders of Common Stock in the merger or Change in Control), an amount of consideration (whether stock, cash, or other securities or property) equal to the fair market value of the consideration received in the merger or Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or Change in Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option for each Share subject to such Award, or in the case of Restricted Stock Units, the number of implied shares determined by dividing the value of the Restricted Stock Units by the per Share consideration received by holders of Common Stock in the merger or Change in Control, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per Share consideration received by holders of Common Stock in the merger or Change in Control. |
(3) | Notwithstanding anything in Section 7.4(C)(i)(2) to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more performance goals will not be considered assumed if the Company or its successor modifies any of such performance goals without the Participant’s consent; provided, however, a modification to such performance goals only to reflect the successor corporation’s post-merger or post-asset sale corporate structure will not be deemed to invalidate an otherwise valid Award assumption. |
(D) | Outside Director Option and Restricted Stock Grants. Notwithstanding anything in Section 7.4(C)(i) to the contrary, in the event of a merger of the Company with or into another corporation, or a Change in Control, in which an Outside Director is terminated or asked to resign Awards granted to such Outside Director shall vest 100% immediately prior to such merger or Change in Control. In the event of a merger or Change in Control in which an Outside Director is not terminated or asked to resign, such Outside Director’s Awards shall be treated under the terms of Section 7.4(C)(i). |
7.5 | Date of Grant. The date of grant of an Award shall be, for all purposes, the date on which the Administrator makes the determination granting such Award or such later date as is determined by the Administrator. Notice of the determination shall be provided to each Participant within a reasonable time after the date of such grant. |
7.6 | Amendment and Termination of the Plan. |
(A) | Amendment and Termination. The Board may at any time amend, alter, suspend or terminate the Plan. |
(B) | Stockholder Approval. The Company shall obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws. Additionally, notwithstanding anything in the Plan to the contrary, the Board may not, without the approval of the Company’s stockholders: |
(i) | materially increase the number of shares of Common Stock issuable under the Plan, except for permissible adjustments in the event of certain changes in the Company’s capitalization as set forth in Section 7.4(A); |
(ii) | materially modify the requirements for eligibility to participate in the Plan, or |
(iii) | reprice Options issued under the Plan by lowering the exercise price of a previously granted Option, by canceling outstanding Options and issuing replacement Options, or by otherwise replacing existing Options with substitute Options with a lower exercise price. |
(C) | Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan shall impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company. Termination of the Plan shall not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination. |
7.7 | Conditions Upon Issuance of Shares. |
(A) | Legal Compliance. Shares shall not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such compliance. |
(B) | Investment Representations. As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required. |
7.8 | Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained. |
7.9 | Reservation of Shares. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan. |
7.10 | Participant’s Relationship with Company. Neither the Plan nor any Award shall confer upon the Participant any right with respect to continuing the Participant’s relationship as a Service Provider with the Company, nor shall they interfere in any way with the Participant’s right or the Company’s right to terminate such relationship at any time, with or without cause. |
7.11 | Stockholder Approval. The Plan shall be subject to approval by the stockholders of the Company after the date the Plan is adopted. Such stockholder approval shall be obtained in the manner and to the degree required under Applicable Laws. |
1. | Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. This Plan includes two components: a Code Section 423 Plan Component and a Non-423 Plan Component. It is the intention of the Company to have the Code Section 423 Plan Component qualify as an “Employee Stock Purchase Plan” under Section 423 of the Code and the provisions of the Plan with respect to the Code Section 423 Component, accordingly, shall be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code. In addition, this Plan authorizes the grant of options under the Non-423 Plan Component that do not qualify under Section 423 of the Code, pursuant to the rules, procedures or sub-plans adopted by the Administrator that are designed to achieve tax, securities laws or other objectives for Employees and/or the Company. Except as otherwise indicated, the Non-423 Plan Component will operate and be administered in the same manner as the Code Section 423 Plan Component. |
2. | Definitions. |
(a) | “Administrator” shall mean the Board of Directors of the Company or any committee of members of the Board of Directors authorized to administer the Plan. |
(b) | “Applicable Laws” shall mean the requirements relating to the administration of equity-based awards under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where the Plan is, or will be, offered. |
(c) | “Code” shall mean the Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or U.S. Treasury Regulation thereunder will include such section or regulation, any valid regulation or other official applicable guidance promulgated under such section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such section or regulation. |
(d) | “Code Section 423 Plan Component” shall mean the component of this Plan that is intended to meet the requirements set forth in Section 423(b) of the Code. The Code Section 423 Plan Component shall be construed, administered and enforced in accordance with Section 423(b) of the Code. |
(e) | “Common Stock” shall mean the common stock of the Company. |
(f) | “Company” shall mean Plantronics, Inc., a Delaware corporation, and any Designated Subsidiaries. |
(g) | “Compensation” shall mean all base straight time gross earnings, exclusive of payments for overtime, shift premium, incentive compensation, incentive payments, bonuses, commissions, car allowances, profit-sharing and other compensation. The Administrator shall have the discretion to determine what constitutes Compensation for Participants under the Plan, but for purposes of Participants participating in the Code Section 423 Plan Component, it will be applied on a uniform, non-discriminatory basis. |
(h) | “Designated Subsidiary” shall mean any Subsidiary that has been designated by the Administrator from time to time in its sole discretion as eligible to participate in the Plan. The Administrator may provide that any Designated Subsidiary shall only be eligible to participate in the Non- 423 Plan Component and at any given time, a Subsidiary that is a Designated Subsidiary under the Code Section 423 Plan Component shall not be a Designated Subsidiary under the Non-423 Plan Component. |
(i) | “Employee” shall mean any individual who is an employee of the Company for tax purposes on an Enrollment Date. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or other leave of absence approved by the Company or is legally protected under Applicable Laws. Where the period of leave exceeds three (3) months and the individual's right to reemployment is not guaranteed either by statute or by contract, the employment relationship shall be deemed to automatically terminate on the date three (3) months and one day following the commencement of such leave. The Administrator, in its discretion, from time to time may, prior to an Enrollment Date for all options to be granted on such Enrollment Date in an Offering Period, determine (and for purposes of the Code Section 423 Plan Component, on a uniform and nondiscriminatory basis or as otherwise permitted by Treasury Regulation Section 1.423‑2) that the definition of Employee will or will not include an individual if he or she: (i) has not completed at least two (2) years of service since his or her last hire date (or such lesser period of time as may be determined by the Administrator in its discretion), (ii) customarily works not more than twenty (20) hours per week (or such lesser period of time as may be determined by the Administrator in its discretion), (iii) customarily works not more than five (5) months per calendar year (or such lesser period of time as may be determined by the Administrator in its discretion), (iv) is a highly compensated employee within the meaning of Section 414(q) of the Code, or (v) is a highly compensated employee within the meaning of Section 414(q) of the Code with compensation above a certain level or is an officer or subject to the disclosure requirements of Section 16(a) of the Exchange Act, provided the exclusion is applied with respect to each Offering Period in an identical manner to all highly compensated individuals of the Employer whose Employees are participating in that Offering Period. Each exclusion shall be applied with respect to an Offering Period in a manner complying with U.S. Treasury Regulation Section 1.423‑2(e)(2)(ii). For Offering Periods under the Non-423 Plan Component, Eligible Employee will also mean any other employee of an Employer to the extent that Applicable Law requires participation in the Plan to be extended to such employee, as determined by the Administrator. |
(j) | “Enrollment Date” shall mean the date that is seven (7) calendar days prior to the first day of each Offering Period or such other date determined by the Administrator on or prior to that Offering Period in a uniform and non-discriminatory basis. |
(k) | “Exercise Date” shall mean the last day of each Offering Period. |
(l) | “Fair Market Value” shall mean, as of any date, the value of Common Stock determined as follows: |
(i) | If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the New York Stock Exchange, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system for the last market trading day on the date of such determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable, or; |
(ii) | If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a share of Common Stock shall be the mean between the high bid and low asked prices for the Common Stock on the date of such determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable, or; |
(iii) | In the absence of an established market for the Common Stock, the Fair Market Value shall be determined in good faith by the Administrator. |
(m) | “Non-423 Plan Component” shall mean a component of this Plan that is not intended to meet the requirements set forth in Section 423(b) of the Code. |
(n) | “Offering Period” shall mean a period of approximately six (6) months during which an option granted pursuant to the Plan may be exercised. Notwithstanding the foregoing, for the Offering Period commencing on August 31, 2012, only, “Offering Period” shall mean a period commencing on August 31, 2012 and ending on February 15, 2013. The duration of Offering Periods may be changed pursuant to Sections 4 and 20 of this Plan. |
(o) | “Participant” shall mean an eligible Employee who has enrolled in an Offering Period in accordance with Section 5 of the Plan. |
(p) | “Plan” shall mean this Plantronics, Inc. 2002 Employee Stock Purchase Plan, as amended and restated. |
(q) | “Purchase Price” shall mean an amount equal to 85% of the Fair Market Value of a share of Common Stock on the first day of the Offering Period or on the Exercise Date, whichever is lower; provided, however, that the Purchase Price may be adjusted by the Administrator pursuant to Section 20. |
(r) | “Reserves” shall mean the number of shares of Common Stock covered by each option under the Plan which have not yet been exercised and the number of shares of Common Stock which have been authorized for issuance under the Plan but not yet placed under option. |
(s) | “Subscription Agreement” shall mean a form(s) of agreement approved by the Administrator from time to time authorizing payroll deductions in connection with a Participant's enrollment in one or more Offering Periods under this Plan. |
(t) | “Subsidiary” shall mean a corporation, domestic or foreign, of which not less than 50% of the voting shares are held by the Company or a Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by the Company or a Subsidiary. |
3. | Eligibility. |
(a) | Subject to Section 3(b) below, any Employee who shall be employed by the Company for a minimum of seven (7) calendar days prior to the first day of an Offering Period, or such other length of time determined by the Plan administrator on or prior to that Offering Period shall be eligible to participate in the Plan; provided that for purposes of Participants participating in the Code Section 423 Plan Component, it will be applied in a uniform and non-discriminatory basis. |
(b) | Employees who are citizens or residents of a non-U.S. jurisdiction (without regard to whether they also are citizens or residents of the United States or resident aliens (within the meaning of Section 7701(b)(1)(A) of the Code)) may be excluded from participation in the Plan or an Offering Period if the participation of such Employees is prohibited under the laws of the applicable jurisdiction or if complying with the laws of the applicable jurisdiction would cause the Plan or an Offering to violate Section 423 of the Code. |
(c) | Any provisions of the Plan to the contrary notwithstanding, no Employee shall be granted an option under the Plan |
(i) | to the extent that, immediately after the grant, such Employee (or any other person whose stock would be attributed to such Employee pursuant to Section 424(d) of the Code) would own capital stock of the Company and/or hold outstanding options to purchase such stock possessing five percent (5%) or more of the total combined voting power or value of all classes of the capital stock of the Company or of any Subsidiary; |
(ii) | to the extent that his or her rights to purchase stock under all employee stock purchase plans (as defined in Section 423 of the Code) of the Company and its Subsidiaries accrues at a rate which exceeds twenty-five thousand dollars ($25,000) worth of Common Stock (determined at the Fair Market Value of the shares at the time such option is granted) for each calendar year in which such option is outstanding at any time; or |
(iii) | to purchase more than 5,000 shares in any Offering Period. |
4. | Offering Periods. The Plan shall be implemented by consecutive Offering Periods with the Offering Period commencing on March 1, 2012, ending on August 31, 2012 and the succeeding Offering Period commencing on August 31, 2012 and ending on February 15, 2013. Subsequent Offering Periods shall commence on or around February 15 and August 15 of each year thereafter and end approximately six (6) months later on August 15 and February 15, respectively. If the commencement or ending date of any Offering Period occurs on a weekend, holiday or other day on which any stock exchange or national market system on which the Common Stock is listed is not open, the last market trading date immediately prior shall be the applicable Offering Period commencement or ending date. The Administrator shall have the power to change the duration of Offering Periods (including the commencement dates thereof) with respect to future offerings without stockholder approval if such change is announced prior to the scheduled beginning of the first Offering Period to be affected thereafter. |
5. | Participation. |
(a) | Enrollment. An eligible Employee may become a Participant by submitting a properly completed Subscription Agreement authorizing payroll deductions to this Plan either through an on-line enrollment process established by the Administrator or submitting a hard copy to the Company's stock administration manager on or prior to the applicable Enrollment Date; provided that for purposes of Participants participating in the Code Section 423 Plan Component, the processing of enrollments, whether on-line or via hard copy, will be applied in a uniform and non-discriminatory basis. |
(b) | Payroll Deductions. Payroll deductions for a Participant shall commence on the first payday following the first day of the Offering Period and shall end on the last payday in the Offering Period to which such authorization is applicable, unless sooner terminated by the Participant as provided in Section 10 hereof. |
6. | Payroll Deductions. |
(a) | At the time a Participant submits his or her Subscription Agreement, he or she shall elect to have payroll deductions made on each payday during the Offering Period of not less than one percent (1.0%) and not exceeding ten percent (10.0%) (whole percentages only) of the Compensation which he or she receives on each payday during the Offering Period. |
(b) | All payroll deductions made for a Participant shall be credited to his or her account under the Plan. A Participant may not make any additional payments into such account. |
(c) | A Participant may discontinue his or her participation in the Plan as provided in Section 10 hereof. A Participant's Subscription Agreement shall remain in effect for successive Offering Periods unless terminated as provided in Section 10 hereof or modified by completion and timely submission of a new Subscription Agreement prior to the applicable successive Offering Period Enrollment Date. |
(d) | Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(b) hereof, a Participant's payroll deductions may be decreased to zero percent (0%) at any time during an Offering Period. Payroll deductions shall recommence at the rate provided in such Participant's Subscription Agreement at the beginning of the first Offering Period which is scheduled to end in the following calendar year, unless Participant terminates the Subscription Agreement as provided in Section 10 hereof. |
(e) | At the time the option is exercised, in whole or in part, or at the time some or all of the Common Stock issued under the Plan is disposed of, the Participant must make adequate provision for the Company's federal, state, or other tax withholding obligations, if any, which arise upon the exercise of the option or the disposition of the Common Stock. At any time, the Company may, but shall not be obligated to, withhold from the Participant's compensation the amount necessary for the Company to meet applicable withholding obligations, including any withholding required to make available to the Company any tax deductions or benefits attributable to sale or early disposition of Common Stock by the Participant. |
7. | Grant of Option. On the first day of each Offering Period, each Participant shall be granted an option to purchase on the Exercise Date of such Offering Period (at the applicable Purchase Price) up to a number of shares of Common Stock determined by dividing such Participant's payroll deductions accumulated prior to such Exercise Date and retained in the Participant's account as of the Exercise Date by the applicable Purchase Price; provided that such purchase shall be subject to the limitations set forth in Sections 3(b) and 12 hereof. Exercise of the option shall occur as provided in Section 8 hereof, unless the Participant has previously withdrawn pursuant to Section 10 hereof. The Administrator may, for future Offering Periods, increase or decrease, in its absolute discretion, the maximum number of shares of Common Stock a Participant may purchase during an Offering Period. The option shall expire on the last day of the Offering Period. |
8. | Exercise of Option. Unless a Participant previously withdraws from the Plan as provided in Section 10 hereof, his or her option for the purchase of shares shall be exercised automatically on the Exercise Date, and the maximum number of shares subject to the option shall be purchased for such Participant at the applicable Purchase Price with the accumulated payroll deductions in his or her account. If the Exercise Date of any Offering Period occurs on a weekend, holiday or other day on which any stock exchange or national market system on which the Common Stock is listed is not open, the applicable Offering Period Exercise Date shall be the last market trading date immediately prior to the Exercise Date. Fractional shares may be purchased subject to the limitations set forth in Section 3(b). Any payroll deductions accumulated in a Participant's account which are in excess of the amounts permissible for the purchase of shares authorized under Section 3(b), shall be returned to the Participant no later than the Exercise Date of the relevant Offering Period. During a Participant's lifetime, a Participant's option to purchase shares hereunder is exercisable only by him or her. |
9. | Delivery. As promptly as practicable after each Exercise Date, the Company shall cause to be delivered to each Participant, as appropriate, the shares purchased upon exercise of his or her option. |
10. | Withdrawal. |
(a) | A Participant may withdraw all but not less than all the payroll deductions credited to his or her account and not yet used to exercise his or her option under the Plan at any time through an on-line process established by the Administrator or by giving written notice to the Company in a form(s) approved by the Administrator at least two (2) business days prior to the applicable Exercise Date. Notwithstanding the foregoing, for purposes of Participants participating in the Code Section 423 Plan Component, the processing of withdrawals, whether on-line or via hard copy, will be applied in a uniform and non-discriminatory basis. All of the Participant's payroll deductions credited to his or her account shall be paid to such Participant promptly after timely receipt of Participant's notice of withdrawal and such Participant's option for the Offering Period shall be automatically terminated, and no further payroll deductions for the purchase of shares shall be made for such Offering Period. If a Participant withdraws from an Offering Period (or submits a withdrawal request that is not timely received for a particular Offering Period), payroll deductions shall not resume at the beginning of the succeeding Offering Period unless the Participant re-enrolls in the Plan by timely submitting to the Company a new Subscription Agreement. |
(b) | A Participant's withdrawal from an Offering Period shall not have any effect upon his or her eligibility to participate in any similar plan which may hereafter be adopted by the Company or in succeeding Offering Periods which commence after the termination of the Offering Period from which the Participant withdraws. |
11. | Termination of Employment. Upon a Participant's ceasing to be an Employee for any reason, he or she shall be deemed to have automatically and immediately elected to withdraw from the Plan and the payroll deductions credited to such Participant's account during the Offering Period but not yet used to exercise the option shall be returned to such Participant or, in the case of his or her death, to the person or persons entitled thereto under Section 15 hereof, and such Participant's option shall be automatically terminated. The foregoing shall apply whether or not a Participant ceases to be an Employee within the two (2) business days prior to an applicable Exercise Date referred to in Section 10(a) above. |
12. | Interest. No interest shall accrue on the payroll deductions of a Participant in the Plan, except as may be required by Applicable Law, as determined by the Administrator, for Participants in the Non-423 Plan Component (or the Code Section 423 Plan Component if permitted under Section 423 of the Code). |
13. | Stock. |
(a) | Subject to adjustment upon changes in capitalization of the Company as provided in Section 19 hereof, the maximum number of shares of the Common Stock available for sale under the Plan shall be 2,400,000 shares. If, on a given Exercise Date, the number of shares with respect to which options for all Participants are to be exercised exceeds the number of shares then available under the Plan, the Company shall make a pro rata allocation of the shares remaining available for purchase in as uniform a manner as shall be practicable and as it shall determine to be equitable; provided, however, for purposes of Participants participating in the Code Section 423 Plan Component, any pro rata allocation, will be applied in a uniform and non-discriminatory basis. |
(b) | The Participant shall have no interest, voting right or rights to dividends in connection with shares covered by his or her option until such option has been exercised. |
(c) | Shares to be delivered to a Participant under the Plan shall be registered in the name of the Participant. |
14. | Administration. The Plan shall be administered by the Administrator. The Administrator shall have full and exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to determine eligibility, to adjudicate all disputed claims filed under the Plan and to establish such procedures that it deems necessary for the administration of the Plan (including, without limitation, to adopt such procedures and sub-plans as are necessary or appropriate to permit the participation in the Plan by Employees who are foreign nationals or employed outside the U.S., the terms of which sub-plans may take precedence over other provisions of this Plan, with the exception of Section 13(a) hereof, but unless otherwise superseded by the terms of such sub-plan, the provisions of this Plan shall govern the operation of such sub-plan). Unless otherwise determined by the Administrator, the Employees eligible to participate in each sub-plan will participate in a separate offering. Without limiting the generality of the foregoing, the Administrator is specifically authorized to adopt rules and procedures regarding eligibility to participate, the definition of Compensation, making of payroll deductions to the Plan, handling of payroll deductions, establishment of bank or trust accounts to hold payroll amounts deducted, payment of interest, conversion of local currency, obligations to pay payroll tax, determination of beneficiary designation requirements, withholding procedures and handling of stock certificates that vary with applicable local requirements. The Administrator also is authorized to determine that, to the extent permitted by U.S. Treasury Regulation Section 1.423‑2(f), the terms of an option granted under the Plan or an Offering Period to citizens or residents of a non-U.S. jurisdiction will be less favorable than the terms of options granted under the Plan or the same Offering Period to Employees resident solely in the U.S. Every finding, decision and determination made by the Administrator shall, to the full extent permitted by law, be final and binding upon all parties. |
15. | Designation of Beneficiary. |
(a) | A Participant may file a written designation of a beneficiary who is to receive any shares and cash, if any, from the Participant's account under the Plan in the event of such Participant's death subsequent to an Exercise Date on which the option is exercised but prior to delivery to such Participant of such shares and cash. In addition, a Participant may file a written designation of a beneficiary who is to receive any cash from the Participant's account under the Plan in the event of such Participant's death prior to exercise of an option. If a Participant is married and the designated beneficiary is not the spouse, spousal consent shall be required for such designation to be effective. |
(b) | Such designation of beneficiary may be changed by the Participant at any time by written notice. In the event of the death of a Participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Participant's death, the Company shall deliver such shares and/or cash to the executor or administrator of the estate of the Participant, or if to the knowledge of the Company no such executor or administrator has been appointed, the Company, in its discretion, may retain the shares and/or cash until such time as a representative of the Participant's estate is so appointed or provides to the Administrator an order or instructions from a court or administrative body of competent jurisdiction authorizing the release of such shares and/or cash to the representative. The Administrator may, prior to the release of any shares and/or cash, require execution of an indemnification or other form of agreement relieving the Company, Administrator and all Company agents and representatives from liability for invalid release of any shares and/or cash. |
16. | Transferability. Neither payroll deductions credited to a Participant's account nor any rights with regard to the exercise of an option or to receive shares under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution or as provided in Section 15 hereof) by the Participant. Any such attempt at assignment, transfer, pledge or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw funds from an Offering Period in accordance with Section 10 hereof. |
17. | Use of Funds. All payroll deductions received or held by the Company under the Plan may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such payroll deductions unless otherwise required by Applicable Laws, as determined by the Administrator. |
18. | Reports. Individual accounts shall be maintained for each Participant. Statements of account shall be given to Participants at least annually, which statements shall set forth the amounts of payroll deductions, the Purchase Price, the number of shares of Common Stock purchased and the remaining cash balance, if any. |
19. | Adjustments Upon Changes in Capitalization, Dissolution, Liquidation, Merger or Asset Sale. |
(a) | Changes in Capitalization. Subject to any required action by the stockholders of the Company, the Reserves, the maximum number of shares each participant may purchase per Offering Period (pursuant to Section 7), as well as the price per share and the number of shares of Common Stock covered by each option under the Plan which has not yet been exercised shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Administrator, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an option. |
(b) | Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Offering Period then in progress shall be shortened by setting a new Exercise Date (the “New Exercise Date”), and shall terminate immediately prior to the consummation of such proposed dissolution or liquidation, unless provided otherwise by the Administrator. The New Exercise Date shall be before the date of the Company's proposed dissolution or liquidation. The Administrator shall notify each Participant in writing, at least ten (10) business days prior to the New Exercise Date, that the Exercise Date for the Participant's option has been changed to the New Exercise Date and that the Participant's option shall be exercised automatically on the New Exercise Date, unless prior to such date the Participant has withdrawn from the Offering Period as provided in Section 10 hereof. |
(c) | Merger or Asset Sale. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, each outstanding option shall be assumed or an equivalent option substituted by the successor corporation or a parent or subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the option, the Offering Period then in progress shall be shortened by setting a new Exercise Date (the “New Exercise Date”). The New Exercise Date shall be before the date of the Company's proposed sale or merger. The Administrator shall notify each Participant in writing, at least ten (10) business days prior to the New Exercise Date, that the Exercise Date for the Participant's option has been changed to the New Exercise Date and that the Participant's option shall be exercised automatically on the New Exercise Date, unless prior to such date the Participant has withdrawn from the Offering Period as provided in Section 10 hereof. |
20. | Amendment or Termination. |
(a) | The Administrator, in its sole discretion, may amend, suspend, or terminate the Plan, or any part thereof, at any time and for any reason. Except as provided in Section 19 hereof, no such termination can affect options previously granted, provided that an Offering Period may be terminated by the Administrator on any Exercise Date if the Administrator determines that the termination of the Offering Period or the Plan is in the best interests of the Company and its stockholders. Except as provided in Sections 19 and 20 hereof, no amendment may make any change in any option theretofore granted which adversely affects the rights of any Participant. |
(b) | Without stockholder consent and without regard to whether any Participant's rights may be considered to have been “adversely affected,” the Administrator shall be entitled to change the Offering Periods, limit the frequency and/or number of changes in the amount withheld during an Offering Period, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a Participant in order to adjust for delays or mistakes in the Company's processing of properly completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each Participant properly correspond with amounts withheld from the Participant's Compensation, and establish such other limitations or procedures as the Administrator determines in its sole discretion advisable which are consistent with the Plan. |
(c) | In the event the Administrator determines that the ongoing operation of the Plan may result in unfavorable financial accounting consequences, the Administrator may, in its discretion and, to the extent necessary or desirable, modify or amend the Plan to reduce or eliminate such accounting consequence including, but not limited to: |
(i) | altering the Purchase Price for any Offering Period including an Offering Period underway at the time of the change in Purchase Price; |
(ii) | shortening any Offering Period so that the Offering Period ends on a new Exercise Date, including an Offering Period underway at the time of the Administrator action; and |
(iii) | allocating shares. |
(d) | Such modifications or amendments shall not require stockholder approval or the consent of any Participants. |
21. | Notices. All notices or other communications by a Participant to the Company under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof. |
22. | Conditions Upon Issuance of Shares. |
(a) | Shares shall not be issued with respect to an option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance. |
(b) | As a condition to the exercise of an option, the Company may require a Participant to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned applicable provisions of law. |
23. | Code Section 409A. The Code Section 423 Plan Component is exempt from the application of Code Section 409A. The Non-423 Plan Component is intended to be exempt from Code Section 409A under the short-term deferral exception and any ambiguities herein will be interpreted to so be exempt from Code Section 409A. In furtherance of the foregoing and notwithstanding any provision in the Plan to the contrary, if the Administrator determines that an option granted under the Plan may be subject to Code Section 409A or that any provision in the Plan would cause an option under the Plan to be subject to Code Section 409A, the Administrator may amend the terms of the Plan and/or of an outstanding option granted under the Plan, or take such other action the Administrator determines is necessary or appropriate, in each case, without the Participant's consent, to exempt any outstanding option or future option that may be granted under the Plan from or to allow any such options to comply with Code Section 409A, but only to the extent any such amendments or action by the Administrator would not violate Code Section 409A. Notwithstanding the foregoing, the Company shall have no liability to a Participant or any other party if the option to purchase Common Stock under the Plan that is intended to be exempt from or compliant with Code Section 409A is not so exempt or compliant or for any action taken by the Administrator with respect thereto. The Company makes no representation that the option to purchase Common Stock under the Plan is compliant with Code Section 409A. |
24. | Term of Plan. The Plan shall become effective upon its adoption by the Administrator or its approval by the stockholders of the Company and shall continue in effect until terminated under Section 20 hereof. |
25. | Stockholder Approval. The Plan will be subject to approval by the stockholders of the Company within twelve (12) months after the date the Plan is adopted by the Company's Board of Directors. Such stockholder approval will be obtained in the manner and to the degree required under Applicable Laws. |
26. | Governing Law; Severability. The Plan and all determinations made and actions taken thereunder shall be governed by the internal substantive laws, and not the choice of law rules, of the State of California, United States and construed accordingly, to the extent not superseded by applicable U.S. federal law. If any provision of the Plan shall be held unlawful or otherwise invalid or unenforceable in whole or in part, the unlawfulness, invalidity or unenforceability shall not affect any other provision of the Plan or part thereof, each of which shall remain in full force and effect. |
Radford Global Technology Survey (Annual Revenue of $500 million to $999.9 million) | ||
Company Name | Company Name | Company Name |
ADVANTEST AMERICA | INSTRUMENTATION LABORATORY | RED HAT |
AKAMAI TECHNOLOGIES | INTEGRATED DEVICE TECHNOLOGY | RF MICRO DEVICES |
ALION SCIENCE AND TECHNOLOGY | INTERACTIVE DATA | RTI INTERNATIONAL |
ALLSCRIPTS | INTERMEC | SAVVIS COMMUNICATIONS |
AMERICAN MEDICAL SYSTEMS | INTERNATIONAL RECTIFIER | SEATTLE CHILDREN'S |
ANSYS | INTERSIL | SENSUS USA |
ATHEROS COMMUNICATIONS | ITT RESIDENTIAL & COMMERCIAL WATER | SIEMENS ENTERPRISE COMMUNICATIONS |
AVID TECHNOLOGY | JACK HENRY AND ASSOCIATES | SIERRA WIRELESS AMERICA |
CADENCE DESIGN SYSTEMS | JEPPESEN SANDERSON | SKYWORKS SOLUTIONS |
CALLAWAY GOLF | KRONOS | SPACE SYSTEMS/LORAL |
CAMBRIDGE SILICON RADIO | L-1 IDENTITY SOLUTIONS | STANLEY ASSOCIATES |
CBS INTERACTIVE | LAIRD TECHNOLOGIES | STERLING COMMERCE |
CHECK POINT SOFTWARE TECHNOLOGIES | LANDIS+GYR | STREAM |
CHECK POINT SOFTWARE TECHNOLOGIES - ISRAEL | LAWSON SOFTWARE | STRYKER ENDOSCOPY |
COMPUWARE | LINEAR TECHNOLOGY | SVB FINANCIAL GROUP |
COMVERSE - ISRAEL | MACDONALD DETTWILER & ASSOC -ENABLING TECHNOLOGIES | SWIFT |
CREE | MACDONALD DETTWILER & ASSOCIATES | SYNAPTICS |
CSG SYSTEMS | MENTOR GRAPHICS | TAKE TWO INTERACTIVE SOFTWARE |
CYPRESS SEMICONDUCTOR | MICROCHIP TECHNOLOGY | TECH MAHINDRA |
DISNEY INTERACTIVE MEDIA GROUP | MITEL NETWORKS | TEKTRONIX |
DJO | MONSTER WORLDWIDE | TELCORDIA TECHNOLOGIES |
DOLBY LABORATORIES | MULTI-FINELINE ELECTRONIX | TELESAT CANADA |
DREAMWORKS ANIMATION | NATIONAL INSTRUMENTS | TERADYNE |
EARTHLINK | NAVTEQ | THE GO DADDY GROUP |
EMDEON | NEC CORP OF AMERICA | THE JOHNS HOPKINS UNIVERSITY/APPLIED PHYSICS LAB |
EMERSON PROCESS MGMT -PROCESS SYSTEMS & SOLUTIONS | NETGEAR | THE PMI GROUP |
EPSON ELECTRONICS AMERICA - SJ | NICE SYSTEMS - ISRAEL | THQ |
EQUINIX | NOVELL | TIBCO SOFTWARE |
F5 NETWORKS | NOVELLUS SYSTEMS | TRIQUINT SEMICONDUCTOR |
FEDERAL SIGNAL | OMNIVISION TECHNOLOGIES | TTM TECHNOLOGIES |
FEI COMPANY | OPEN TEXT | UNITED ONLINE |
FINISAR | ORBITZ WORLDWIDE | UNIVERSITY OF CALIFORNIA |
FORSYTHE TECHNOLOGY | PALM | VERIFONE |
HAEMONETICS | PLANTRONICS | VIASAT |
HEALTHWAYS | POLYCOM | VONAGE |
HITACHI COMPUTER PROD-OK | POWERWAVE TECHNOLOGIES | WELCH ALLYN |
HITACHI HIGH TECHNOLOGIES AMERICA | QLOGIC | WMS GAMING |
HOT TOPIC | QUANTUM | XEROX INTERNATIONAL PARTNERS |
ICF INTERNATIONAL | QUEST SOFTWARE | XYRATEX INTERNATIONAL |
ILLUMINA | RCN | ZEBRA TECHNOLOGIES |
INFORMATICA | REALNETWORKS |
Mercer's US Global Premium Executive Remuneration Suite (Trailing 12 Month Annual Revenue $300 million to $1.2 billion | ||
Company Name | Company Name | Company Name |
1-800 CONTACTS, Inc. | BlueCross BlueShield Association | Church & Dwight Co., Inc. - Laundry |
AAA Northern California, Nevada and Utah | BlueCross BlueShield of North Dakota | Church & Dwight Co., Inc. - Oral Care |
AAF International | Bluegreen Corporation | Church & Dwight Co., Inc. - SPD |
Accor North America, Inc. | Boardwalk Pipeline Partners, LP | CIBA Vision Corporation |
ACH Food Companies | Boeing Employees Credit Union | Cirque du Soleil, Las Vegas |
ACUITY | Boise Cascade, LLC - Wood Products | Citizens Energy Group |
ADTRAN, Inc. | Boston College | City of Garland |
Affinity Health Plan | Bovis Lend Lease - Chicago | Cleco Corporation |
Alfa Laval, Inc. | Bovis Lend Lease - Nashville | Cleco Corporation - Cleco Power, LLC |
Alliance Data Systems - Epsilon | Brady Corporation - Brady Americas | Clemens Family Corporation |
Alliance Data Systems - Loyalty Service | Brady Corporation - Brady Asia Pacific | Colonial Pipeline Company |
Alliance Data Systems - Retail | Brady Corporation - Brady Europe | Colorado Springs Utilities |
Alliance Pipeline, Inc. | Bridgepoint Education, Inc. | Columbian Chemicals Company - North America Region |
ALSAC/St. Jude Children's Research Hospital | Broadview Networks | Comcast Corporation - Comcast Programming |
Ameren Corporation - AmerenEnergyResources | Brookhaven National Laboratory | Computer Sciences Corporation, Financial Services Group |
American Bureau of Shipping | Brookstone, Inc. | Computershare |
American Cancer Society | Bryan Cave LLP | Convergys Corporation - IMG |
American Transmission Company | BSH Home Appliances Corporation | Copano Energy |
American University | Build-A-Bear Workshop | Corning, Inc. - Environmental Technologies |
Americold | California Casualty Management Company | Corning, Inc. - Life Sciences |
AmeriPride Services Inc. | California Pizza Kitchen | Corning, Inc. - Optical Fiber |
Ameron International Corporation | Callaway Golf Company | Corning, Inc. - Specialty & Ophthalmic Materials |
ANH Refractories Company | Cameron International - Compression Systems | Cost Plus, Inc. |
Anna's Linens Company | Cameron International - Drilling Systems | Covance, Inc. - Early Development |
Apex Systems, Inc. | Cameron International - Engineered Valves Division | Cox Enterprises, Inc. - AutoTrader.com |
APL Ltd. - APL Logistics | Cameron International - Surface Systems | Cox Enterprises, Inc. - Cox Broadcasting |
APL Ltd. - APL Terminals | Canal Insurance Company | Credit Acceptance Corporation |
Arctic Slope Regional Corporation - ASRC Energy Services | Capella Education Company | Cree, Inc. |
Arctic Slope Regional Corporation - ASRC Federal Holding Company | CapitalSource | Crocs, Inc. |
Arctic Slope Regional Corporation - Petro Star, Inc. | CaridianBCT | Cross Country Automotive Services |
Arlington County Government | Carlson - Carlson Wagonlit Travel | Crowe Horwath LLP |
Arnold and Porter, LLP | Carlson - Hotels Worldwide | Crowley Maritime Corporation - Crowley Liner Services, Inc., Latin America |
Astoria Financial Corporation | Carnegie Mellon University | Crowley Maritime Corporation - Crowley Liner Services, Inc., Puerto Rico & Caribbean |
Automatic Data Processing (ADP) - AVS Division | Carpenter Technology Corporation - Advanced Metals Operations | Crowley Maritime Corporation - Petroleum Distribution & Contract Services |
AvalonBay Communities, Inc. | Carpenter Technology Corporation - Premium Alloys Operations | Crowley Maritime Corporation - Petroleum Services |
Axcess Financial | Carter's, Inc. - Retail Stores | Cubic Corporation - Cubic Applications, Inc. |
AZZ Inc. | CCI | Cubic Corporation - Cubic Transportation Systems, Inc. |
Ball Corporation - Ball Plastics Division, Americas | CenterPoint Energy - Pipelines | Cummins, Inc. - Emission Solutions |
Banco Popular North America | CenterPoint Energy - Pipelines and Field Services | Cummins, Inc. - Filtration |
Bare Escentuals | CGGVeritas | Curtiss-Wright Corporation - Curtiss-Wright Controls, Inc. |
Basic Energy Services | Charming Shoppes, Inc. - Catherine's | Curtiss-Wright Corporation - Curtiss-Wright Flow Control Corporation |
Bechtel Plant Machinery, Inc. | Charming Shoppes, Inc. - Fashion Bug | Curtiss-Wright Corporation - Curtiss-Wright Flow Control Corporation, Oil & Gas Systems |
Belo Corp. | Choice Hotels International, Inc. | Dallas Fort Worth International Airport |
Blue Cross Blue Shield of Delaware | Church & Dwight Co., Inc. - International | Danfoss US |
Day & Zimmermann Group, Inc. - Day & Zimmermann Government Services | Foot Locker, Inc. - Champs/Team Edition | Hormel Foods Corporation - Specialty Foods |
Day & Zimmermann Group, Inc. - Day & Zimmermann Munitions and Defense | Forest City Enterprises - Forest City Commercial Group | Hot Topic, Inc. |
Day & Zimmermann Group, Inc. - Day & Zimmermann NPS | Forest Oil Corporation | Hunter Douglas Inc. |
Day & Zimmermann Group, Inc. - Day & Zimmermann Power Services, Atlantic | Fossil, Inc. - Fossil Stores Group | Hunton & Williams, LLP |
Day & Zimmermann Group, Inc. - Day & Zimmermann SOC | Freedom Communications, Inc. | Hyatt Hotels Corporation - Hyatt Hotels & Resorts Reservation Center |
Day & Zimmermann Group, Inc. - H. L. Yoh Company | G&K Services, Inc. | Illinois Municipal Retirement Fund |
DCP Midstream, LLC - DCP Midstream Partners, LP | GenCorp, Inc. | IMS Health - Americas Region |
Deckers Outdoor Corporation | General Nutrition, Inc. - Greenville | IMS Health - Consulting & Services |
Deckers Outdoor Corporation - Ugg | Genesco, Inc. - Retail | Integra Telecom, Inc. |
Denny's Corporation | Geodis Supply Chain Optimisation | Intelsat Global Service Corporation - Intelsat General |
Disney Stores | Georgetown University | InterContinental Hotels Group Americas |
Dorsey & Whitney LLP | Gibraltar Industries, Inc. | Invensys Controls |
Dots, LLC | Givaudan US | ION Geophysical Corporation |
Draka USA | GKN America Corporation - GKN Aerospace North America, Inc. | ITC DeltaCom, Inc. |
Dresser-Rand Group Inc. - EMEA | GKN America Corporation - GKN Aerospace, Propulsion Systems & Special Products | Jacobs Engineering Group, Inc. - GBNA |
Dresser-Rand Group Inc. - Field Operations | GKN America Corporation - GKN Driveline North America, Inc. | Jacobs Engineering Group, Inc. - Global Construction Services |
Dresser-Rand Group Inc. - NAO | Glatfelter - Composite Fibers | Jacobs Engineering Group, Inc. - Jacobs Infrastructure, UK |
Eastern Bank | Glatfelter - Specialty Papers | Jacobs Engineering Group, Inc. - NAI East |
Elkay Manufacturing Company | Global Industries | Jacobs Engineering Group, Inc. - NAI West |
Emdeon Corporation | GMAC, LLC - ResCap | Jacobs Engineering Group, Inc. - UK Ireland |
Employers Insurance Group | Graco Inc. | Janus Capital Group |
Energen Corporation - Alabama Gas Corporation | Grant Thornton LLP | Jockey International, Inc. |
Energen Corporation - Energen Resources Corporation | Great River Energy | Johns Hopkins HealthCare, LLC |
EnerVest Management Partners, Ltd. | Greenheck Fan Corporation | Johnson Financial Group |
ENSCO International, Inc. - North & South America Business Unit | Grinnell Mutual Reinsurance Company | Jostens, Inc. |
Entegra Power Services, LLC | Haldex, Inc. | Jostens, Inc. - Memory Book Division |
Equifax, Inc. - TALX | Hallmark Cards, Inc., Retail Group | Jostens, Inc. - Scholastic/Grad Prod/College/Jewelry Division |
EXCO Resources, Inc. | Hancock Holding Company | J-W Operating Company |
EZCORP, Inc. | Harland Clarke Holdings Corporation - Harland Clarke | KBR, Inc. - BE&K Building Group |
Farm Credit Bank of Texas | Harland Clarke Holdings Corporation - Harland Financial Solutions | KBR, Inc. - Downstream |
FCCI Insurance Group | Harleysville Insurance | KBR, Inc. - Government & Infrastructure, Design & Construction |
Federal Home Loan Bank of Dallas | Harsco Corporation - MultiServ | KBR, Inc. - Government & Infrastructure, Operations Management & Logistics |
Federal-Mogul Corporation - Vehicle Safety and Protection Group | Helzberg's Diamond Shops, Inc. | KBR, Inc. - IGP, Power |
FEI Company | Hercules Offshore, Inc. | KBR, Inc. - Management & Engineering |
Fender Musical Instruments | Hess Corporation, Retail Stores | KBR, Inc. - Services, US Construction Operations |
Fenwal, Inc. | High Liner Foods Inc. | KBR, Inc. - Services, US Industrial Services |
Ferrero USA | HighMount Exploration & Production LLC | KBR, Inc. - Upstream, Oil & Gas |
FINRA | Hilcorp Energy Company | Kemper, A Unitrin Business |
First Citizens Bank of South Carolina | Hilti, Inc. (North America) | Kendle International |
First Commonwealth Financial Corporation | HNI Corporation - Allsteel | Kentucky Lottery Corporation |
First Financial Bank | HNI Corporation - HON Company | Kforce Inc. |
First Midwest Bank, Inc. | HNTB Companies | Kohler Company - Engines |
FirstEnergy Corporation - Toledo Edison | Hormel Foods Corporation - Affiliated BU's | Kohler Company - Global Faucets |
Fiskars Brands, Inc. | Hormel Foods Corporation - Farmer John | Lance, Inc. |
Flowserve Corporation - Flow Solutions | Hormel Foods Corporation - Foodservice | Lennox International, Inc. - LII Commercial H&A |
Follett Corporation - Follett Library Resources | Hormel Foods Corporation - Grocery Products | Lennox International, Inc. - Refrigeration (WWR) |
Lennox International, Inc. - Service Experts | Navarre Corporation | Phillips-Van Heusen Corporation - PVH Sportswear |
Leo Burnett Worldwide, Inc., Leo Burnett USA | Navigant Consulting, Inc. | Phoenix Health Plan |
Limited Stores LLC | NCH Corporation | Plum Creek Timber Company, Inc. - Real Estate |
Lonza North America Inc. | Neighborhood Health Plan | Port Authority of Allegheny County |
Lonza North America Inc. - Walkersville | Neopost | Port of Seattle |
Louis Vuitton North America Inc. | Nestlé USA, Inc. - Confections & Snacks Division | Potlatch Corporation |
Louisiana-Pacific Corporation - OSB | Nestlé USA, Inc. - Nestlé Professionals | Powerwave Technologies, Inc. |
LSG Lufthansa Service Holding AG | Newark InOne | Precision Drilling Corporation |
Magellan Midstream Holdings, LP - Pipeline/Terminal Division | Nexen Petroleum USA, Inc. | Principal Financial Group - Global Asset Management |
Magellan Midstream Holdings, LP - Transportation | Northern Arizona University | PrivateBancorp, Inc. |
Main Street America Group | Novartis Animal Health US, Inc. | Protective Life Corporation - Asset Protection Division |
Malcolm Pirnie, Inc. | Novartis Consumer Health (OTC), NA | PSC, Industrial Services Division |
Markem-Imaje | Novozymes North America Inc. | PSCU Financial Services |
MarkWest Energy Partners LP | Oakland County Government | Publicis North America - VivaKi, Digitas North America |
MarkWest Energy Partners LP - Southwest Business Unit | Océ Business Services | Publicis North America - VivaKi, Digitas Worldwide |
Mars Food US | Old Dominion Electric Cooperative | Publicis North America - VivaKi, Razorfish |
Martek Biosciences Corporation | Old National Bancorp | Publicis North America - VivaKi, Starcom MediaVest |
Matson Integrated Logistics | O'Melveny & Myers LLP | Questar Corporation - Questar Gas |
Mattel, Inc. - American Girl | ONEOK, Inc. - Kansas Gas Services Division | Quicksilver Resources Inc. |
Maxum Petroleum - General Petroleum | ONEOK, Inc. - Oklahoma Natural Gas Division | Rack Room Shoes Inc. |
Maxum Petroleum - Petroleum Products, Inc. | ONEOK, Inc. - Texas Gas Services Division | Ralcorp Holdings, Inc. - Frozen Bakery Products |
MDU Resources Group, Inc. - Construction Services Group | Orrick, Herrington & Sutcliffe, LLP | Ralcorp Holdings, Inc. - Ralston Foods |
MDU Resources Group, Inc. - WBI Holdings, Inc. | OSI Industries, LLC - Oakland Facility | Range Resources Corp. |
MeadWestvaco Corporation - Calmar | OSI Industries, LLC - West Chicago Facility | Redcats USA - OneStopPlus.com |
MeadWestvaco Corporation - Specialty Chemicals | Otter Tail Corporation - Otter Tail Power Company | Regency Centers |
Medical College of Wisconsin | Oxford Industries, Inc. | Reynolds Packaging - Food Packaging |
Metropolitan Transit Authority | Oxford Industries, Inc. - Tommy Bahama Group | Reynolds Packaging - Presto Products |
Miami University | Pall Corporation - Life Sciences | Rich Products Corporation - St. Simon's Island |
Michael Baker Corporation | Pamida Stores Operating Co., LLC | Riviana Foods, Inc. |
Michelin North America, Inc. - DPLS | Panduit Corporation | RLI Insurance Company |
Moet Hennessy USA | Parker Drilling Company | Robert Bosch LLC - Aftermarket Division (AA) |
Molex - Integrated Products Division | Parker Hannifin Corporation - Climate and Industrial Controls Group | Robert Bosch LLC - Automotive Electronics (AE) |
Molex - Micro Products | Parker Hannifin Corporation - Instrumentation Group | Robert Bosch LLC - Chassis Systems Brakes (AF) |
Molex - Transportation Products | Parsons Corporation - Commercial Technology Group | Robert Bosch LLC - Chassis Systems Control (CC) |
Moneris Solutions Inc. | Parsons Corporation - Infrastructure & Technology Group | Robert Bosch LLC - Diesel Systems Division (DS) |
Morgan, Lewis & Bockius LLP | Parsons Corporation - Transportation Group | Robert Bosch LLC - Gasoline Systems Division (GS) |
Morrison & Foerster, LLP | Patterson Companies - Patterson Medical | Robert Bosch LLC - Robert Bosch Tool Corporation |
Motorists Insurance Group | Patterson Companies - Webster Veterinary | RSM McGladrey |
Mount Carmel Health Plan MediGold | Peet's Coffee & Tea | S&C Electric Company |
MSCI Inc. | Pentair, Inc. - Sta-Rite, LLC | Sabre Holdings Corporation - Sabre Airline Solutions |
MTS Systems Corporation | Pentair, Inc. - Technical Products (Hoffman) | Sabre Holdings Corporation - Travelocity |
MTS Systems Corporation - Test Division | Pharmavite, LLC | Safilo USA |
MWI Veterinary Supply, Inc. | PHH Mortgage | Sage North America |
National Interstate Insurance Company | Phillips-Van Heusen Corporation - Calvin Klein | Sage North America - Sage Business Solutions |
National Renewable Energy Laboratory | Phillips-Van Heusen Corporation - Dress Shirt | SAIF Corporation |
Nature's Sunshine Products | Phillips-Van Heusen Corporation - GSC | Sally Beauty Holdings, Inc. - Beauty Systems Group |
San Antonio Water System | Superior Essex, Inc. - Superior Essex Communications LP | Unit Corporation - Unit Petroleum Company |
SandRidge Energy, Inc. | Superior Natural Gas Corporation | United America Indemnity, Ltd. |
Sauer-Danfoss - Propel | Susquehanna Bancshares, Inc. | United Water |
Savannah River Remediation LLC | Sykes Enterprises, Incorporated | UnitedHealth Group - Ingenix |
Save the Children Federation, Inc. | Symcor | Universal Technical Institute |
Savers, Inc. | Symetra Financial - Group Insurance | University of Houston |
SBA Network Services, Inc. | Syniverse Holdings, Inc. | Vail Resorts, Inc. |
SCF Arizona | Sysco Dallas | Vangent, Inc. |
Scholle Corporation | Taubman Centers, Inc. | Vermeer Corporation |
Seabury Group | TDS Telecom | VF Corporation - Action Sports Americas |
Sears Holdings Corporation - Outlet Stores | TECO Energy, Inc. - Teco Coal Corp. | VF Corporation - Activewear |
Security Health Plan | Teknion LLC | VF Corporation - Contemporary Brands |
SemGroup Corporation - SemStream | Tekni-Plex, Inc. | VF Corporation - Image Apparel |
Seneca Resources Corporation | Temple-Inland, Inc. - Building Products | VF Corporation - Imagewear |
Sensata Technologies, Inc. | Tenaris, Inc. USA | VF Corporation - Sportswear |
Severn Trent Services | Tennant Company | VF Corporation - The North Face |
Severn Trent Services - Operating Services | Texas Industries, Inc. | VF Corporation - Vans |
Shearman & Sterling LLP | Texas Mutual Insurance Company | VF Corporation - VF Outlet |
Shoe Carnival, Inc. | Textron Inc. - E-Z-Go | Vinson & Elkins, LLP |
Shook, Hardy & Bacon, LLP | Textron Inc. - Fluid & Power | VIVA Health |
Shure Incorporated | Textron Inc. - Textron Financial Corporation | Vonage Holdings Corporation |
Sinclair Broadcast Group, Inc. | TGS-NOPEC Geophysical Company | Waddell & Reed |
Solutia Inc. - Saflex | The Boeing Company - Boeing Capital Corporation | Warnaco, Inc. - Calvin Klein Jeans |
Solutia Inc. - Technical Specialties | The Bureau of National Affairs, Inc. | Warnaco, Inc. - Calvin Klein Underwear |
SourceGas LLC | The Doe Run Company | Warnaco, Inc. - Intimate Apparel Group |
Southern California Regional Rail Authority | The Donna Karan Company LLC | Washington Metropolitan Area Transit Authority |
Southern Union Company - Missouri Gas Energy | The E. W. Scripps Company | WEA Insurance Corp. |
Southern Union Company - Panhandle Energy | The Frost National Bank | Webster Financial Corporation |
Southern Union Company - Southern Union Gas Services | The Golden 1 Credit Union | Wegmans Food Markets, Inc. - Prepared Foods |
Spectrum Brands, Inc. - United Industries | The Sherwin-Williams Company - Global Group, Chemical Coatings Division | Wells' Dairy, Inc. |
Spencer Gifts, LLC | The Sherwin-Williams Company - Latin American Coatings | Weston Solutions, Inc. |
Standard Motor Products, Inc. | The Sherwin-Williams Company - Paint Stores Group, Eastern Division | Whitney National Bank |
Stantec Inc. | The South Financial Group | William Marsh Rice University |
Starwood Vacation Ownership | The Sundt Companies, Inc. | Wilmer Cutler Pickering Hale and Dorr LP |
Stream Global Services | The W.C. Bradley Co. | Wilmington Trust |
Stryker Corporation - Endoscopy | The W.C. Bradley Co. - Char-Broil | Wolters Kluwer NA - Corporate Legal Services |
Stryker Corporation - Instruments | The Yankee Candle Company, Inc. | Wolters Kluwer NA - WK CFS & SS |
Subaru of America, Inc. - CHI | Toray Plastics (America), Inc. | Wyndham Worldwide - Wyndham Hotel Group |
Subaru of America, Inc. - DCA | Toyota Industrial Equipment Manufacturing, Inc. | Yamaha Corporation of America |
Subaru of America, Inc. - DEN | Travelocity | Zebra Technologies Corporation |
Subaru of America, Inc. - MSP | Travis County | Zenith National Insurance Corporation |
Subaru of America, Inc. - Parts & Service | Trustmark Companies | Zeon Chemicals North America |
Subaru of America, Inc. - PDX | Tween Brands, Inc. | |
Subaru of America, Inc. - PHL | Union Tank Car Company | |
Sunsweet Growers, Inc. | Unit Corporation |
Technology, Hardware & Equipment, Application Software, and Systems Software Industries (Annual Revenues of $300 million to $1.2 billion | ||
Company Name | Company Name | Company Name |
AASTRA TECHNOLOGIES LTD | HUTCHINSON TECHNOLOGY INC | POLYCOM INC |
AGILYSYS INC | INTERMEC INC | POWERWAVE TECHNOLOGIES INC |
ARIBA INC | JDA SOFTWARE GROUP INC | PROGRESS SOFTWARE CORP |
ARRIS GROUP INC | KUDELSKI SA | QUANTUM CORP |
ASPEN TECHNOLOGY INC | LAIRD PLC | RED HAT INC |
AUTONOMY CORP PLC | LITTELFUSE INC | ROVI CORP |
BLACKBOARD INC | MACDONALD DETTWILER & ASSOC | SIERRA WIRELESS INC |
CADENCE DESIGN SYSTEMS INC | MENTOR GRAPHICS CORP | SMART MODULAR TECHNOLOGIES |
CIENA CORP | METHODE ELECTRONICS INC | SOFTCHOICE CORP |
COHERENT INC | MICRO FOCUS INTL PLC | STEC INC |
CONSTELLATION SOFTWARE INC | MICROSTRATEGY INC | SUPER MICRO COMPUTER INC |
CTS CORP | MRV COMMUNICATIONS INC | SYBASE INC |
DOLBY LABORATORIES INC | MTS SYSTEMS CORP | TIBCO SOFTWARE INC |
ELECTROCOMPONENTS PLC | MULTI-FINELINE ELECTRON INC | TKH GROUP NV |
ELECTRONICS FOR IMAGING INC | NATIONAL INSTRUMENTS CORP | TRIMBLE NAVIGATION LTD |
EMULEX CORP | NETGEAR INC | TTM TECHNOLOGIES INC |
EPICOR SOFTWARE CORP | NEWPORT CORP | VIASAT INC |
F5 NETWORKS INC | NOVELL INC | VIASYSTEMS GROUP INC |
FABRINET | NUANCE COMMUNICATIONS INC | WEBSENSE INC |
FLIR SYSTEMS INC | ORC SOFTWARE AB | ZEBRA TECHNOLOGIES CP -CL A |
GERBER SCIENTIFIC INC | OSI SYSTEMS INC |
Technology, Hardware and Equipment Industries (Annual Revenue of $300 million to $1.2 billion) | ||
Company Name | Company Name | Company Name |
ASPEN TECHNOLOGY INC | MACDONALD DETTWILER & ASSOC | ARIBA INC |
AUTONOMY CORP PLC | MENTOR GRAPHICS CORP | NOVELL INC |
BLACKBOARD INC | MICRO FOCUS INTL PLC | PROGRESS SOFTWARE CORP |
CADENCE DESIGN SYSTEMS INC | MICROSTRATEGY INC | RED HAT INC |
CONSTELLATION SOFTWARE INC | NUANCE COMMUNICATIONS INC | ROVI CORP |
EPICOR SOFTWARE CORP | ORC SOFTWARE AB | SYBASE INC |
JDA SOFTWARE GROUP INC | TIBCO SOFTWARE INC | WEBSENSE INC |
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