UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 9, 2016
PRUDENTIAL FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
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New Jersey |
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001-16707 |
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22-3703799 |
(State or other jurisdiction |
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(Commission File |
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(I.R.S. Employer |
of incorporation) |
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Number) |
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Identification No.) |
751 Broad Street
Newark, New Jersey 07102
(Address of principal executive offices and zip code)
(973) 802-6000
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Election of New Directors
On February 9, 2016, the Board of Directors of Prudential Financial, Inc. (the Company) elected
Peter Rupert Lighte, George Paz and Michael A. Todman as independent directors. The appointments of Mr. Lighte and Mr. Todman are effective on March 8, 2016, and the appointment of Mr. Paz is effective on March 9,
2016. The Board has not determined on which committees the new directors will serve. Each new director is entitled to receive compensation as a non-employee director as described in the Non-Employee Director Compensation Summary included as Exhibit
10.21 to the Companys 2014 Annual Report on Form 10-K. A news release announcing their election is attached as Exhibit 99.1.
2016 Annual
Incentive Program
Attached as Exhibit 10.1 and incorporated herein by reference are the Annual Incentive Payment Criteria for
Executive Officers relating to annual incentive awards under the Companys Annual Incentive Program, effective for awards in 2016 in respect of 2015 and for subsequent years.
2016 Long-Term Incentive Program
Attached as Exhibit 10.2 and incorporated herein by reference is the Form of Terms and Conditions relating to awards to executive officers in
2016 under the Omnibus Incentive Plan of stock options, performance shares and performance units and book value units under the Companys 2016 Long-Term Incentive Program.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed as
part of this Current Report on Form 8-K:
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10.1 |
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Annual Incentive Payment Criteria for Executive Officers effective for awards in 2016 in respect of 2015 and for subsequent years. |
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10.2 |
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Form of Terms and Conditions relating to awards to executive officers in 2016 under the Omnibus Incentive Plan of stock options, performance shares and performance units and book value units under the 2016 Long-Term Incentive
Program. |
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99.1 |
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News release of Prudential Financial, Inc., dated February 9, 2016, announcing the election of three new directors. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: February 9, 2016
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PRUDENTIAL FINANCIAL, INC. |
By: |
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/s/ Andrew Hughes |
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Name: Andrew Hughes |
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Title: Vice President and Assistant Secretary |
Exhibit Index
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Exhibit No. |
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Description |
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10.1 |
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Annual Incentive Payment Criteria for Executive Officers effective for awards in 2016 in respect of 2015 and for subsequent years. |
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10.2 |
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Form of Terms and Conditions relating to awards to executive officers in 2016 under the Omnibus Incentive Plan of stock options, performance shares and performance units and book value units under the 2016 Long-Term Incentive
Program. |
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99.1 |
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News release of Prudential Financial, Inc., dated February 9, 2016, announcing the election of three new directors. |
Exhibit 10.1
Annual Incentive Payment Criteria for Executive Officers
(Effective for Awards in 2016 in Respect of 2015 and for Subsequent Years)
Annual Incentives for executive officers, including the CEO, are primarily based on an assessment of Company performance relative to key financial objectives.
Each senior executive has an annual incentive target. A performance factor is applied to each of their targets to generate their initial annual incentive award.
The performance metric for the annual incentive program is earnings per share, or EPS, on an adjusted operating income (AOI) basis. EPS performance is
measured relative to the Companys EPS targets. The reported EPS data is adjusted for certain one-time items to more accurately reflect the operating performance of the Companys businesses and to take into account certain financial market
performance factors relative to the assumptions used in establishing the EPS targets. One-time items excluded from the reported EPS data include:
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Actuarial assumption updates. |
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3. |
Merger and acquisition activity including divestitures, integration and one-time costs. |
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Accounting changes not included in guidance. |
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Other items not considered representative of the results of operations for the period or not included in guidance. |
An initial performance factor is determined based on EPS performance relative to the Companys EPS targets. The initial performance factor maybe
increased or decreased by up to 10% based on the Companys performance against certain quantitative measures (ROE, EPS Growth and Book Value Per Share Growth) relative to the North American Life insurance subset of the compensation peer group.
The Committee may exercise negative discretion to reduce the performance factor based on such considerations as:
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Risk and compliance performance. |
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Credit and insurance rating downgrades. |
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Adequacy of capital ratios. |
Finally, the Committee may consider additional quantitative and qualitative
considerations to determine the final performance factor, including:
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Business drivers, i.e., net flows, sales growth, persistency, etc. |
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Employee measures, including Employee Opinion Survey results, talent management and diversity |
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Other considerations such as share price performance for the year and projected changes in peer pay levels. |
The primary driver of the actual annual incentive awards made to the executive officers is based on the final performance factor. The Committee considers
individual performance and contributions in determining the final award. Awards are subject to the Companys Clawback Policy.
If an
executive retires or in certain other cases of termination of employment, the Committee may award an annual incentive payment to the executive for contributions during the year in which the executives employment ended.
* * * *
Adjusted operating income,
or AOI, referred to above, differs from, and should not be viewed as a substitute for, income from continuing operations or net income determined in accordance with generally accepted accounting principles, but is the financial measure
that the Company uses to analyze the operations of each segment in managing its businesses. EPS referred to above is determined on the basis of after-tax adjusted operating income.
Exhibit 10.2
IMPORTANT NOTICE
This document is intended to help you understand the main features of the 2016 Long-Term Incentive Program (the Program) under the Prudential
Financial, Inc. Omnibus Incentive Plan (the Plan). Unless otherwise indicated, you should refer to this document only for grants made in 2016, because terms may change from year to year.
This document is not a substitute for the official Plan documents, which govern the operation of the Plan. All terms and conditions of the Program and the
Plan, including your eligibility and any benefits, will be determined pursuant to, and are governed by, the provisions of the Plan documents. If there is any discrepancy between the information in this document or in any other materials relating to
the Plan and the actual Plan documents, or if there is a conflict between information discussed by anyone acting on behalf of Prudential and the actual Plan documents, the Plan documents, as interpreted by the Compensation Committee as the Plan
administrator in its sole discretion, will always govern.
Prudential may, in its sole discretion, modify, amend, suspend, or terminate the Program or the
Plan, or any and all of the policies, programs and plans described in this document in whole or in part, at any time, without notice to or the consent of any Participant to the extent permissible under Applicable Laws.
Nothing contained in this document, or in any other materials related to the Program or the Plan, is intended to constitute or create a contract of employment
nor shall it constitute or create the right to remain associated with or in the employ of Prudential for any particular period of time. For U.S. Participants only, employment with Prudential is employment-at-will; this means that either you or
Prudential may terminate the employment relationship or association at any time, with or without cause or notice, subject to the Notice Period requirement in subsection 6(e) of Part A of this document.
2016 Long-Term Incentive Program
Terms and Conditions
Contents
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PART A: General terms and conditions |
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1. |
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Purpose |
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Eligibility and grants |
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3. |
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Acceptance of an Award |
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4. |
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Taxes |
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5. |
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Value of Awards |
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6. |
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Covenant not to solicit; Notice Period Requirement; other
terms and restrictions |
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7. |
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Compliance with Applicable Laws |
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Investment representation |
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Governing law |
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10. |
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Electronic delivery and acceptance |
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No rights as a shareholder |
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Section 409A |
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Other terms |
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PART B: Terms and conditions applicable to Restricted Stock Units under the Long-Term Incentive Program |
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Restricted Period |
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Settlement of Restricted Stock Units |
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3. |
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Vesting or forfeiture of Restricted Stock Units following termination of Employment in specific circumstances |
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4. |
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Section 409A |
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Dividend Equivalents |
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PART C: Terms and conditions applicable to Options under the
Long-Term Incentive Program |
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9 |
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Vesting and exercise |
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Exercise of Options |
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Option term |
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Exercise or forfeiture of Options following termination of Employment in specific circumstances |
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PART D: Terms and conditions applicable to Performance Shares and Performance Units under the
Long-Term Performance |
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Program, a sub-program of the Long-Term Incentive Program |
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Performance Cycle |
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Settlement of Performance Shares and Performance Units |
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Earnout: Performance Goals |
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Vesting or forfeiture of Performance Shares and Performance Units following termination of Employment in specific circumstances |
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5. |
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Section 409A |
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Dividend Equivalents |
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PART E: Terms and conditions applicable to Book Value Units under the Book Value Performance Program, a
sub-program of the Long-Term Incentive Program |
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Book Value Units |
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Vesting Period |
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Settlement of Book Value Units |
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Vesting or forfeiture of Book Value Units following termination of Employment in specific circumstances |
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Forfeiture |
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Section 409A |
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No Dividend Equivalents |
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Schedules |
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Definitions |
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2. |
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Country specific variations |
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3. |
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Notice Periods |
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4. |
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Form for declining an Award |
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Prudential Financial, Inc. 2016 Long-Term Incentive Program
This document contains the principal terms and conditions applicable to Awards granted to employees under the Prudential Financial, Inc. Omnibus Incentive
Plan (the Plan) for 2016. Specific provisions applicable to any employees selected to participate in any particular country are set out in Schedule 2.
PART A: General terms and conditions
Prudentials 2016 Long-Term Incentive Program (the Program) is made available to
employees subject to the terms of the Plan and is designed to strengthen the links between leadership, motivation and consistent performance. Employees selected to participate in the Program may be granted Awards of Performance Units valued by
reference to the book value of the Common Stock (the Book Value Units), Awards of Restricted Stock Units, Options, Performance Shares, Performance Units, or a combination thereof, and will be advised of the Awards made to them in their own
personalized compensation statement or a communication from their manager.
The grant of Awards under the Program is subject to the terms and conditions
contained in the Plan document. This document describes the principal terms and conditions of Awards granted to employees under the Plan (the Terms). Schedule 1 contains the definitions used in these Terms. If there is any discrepancy between
these Terms and the Plan document, or if there is a discrepancy between any information given by anyone acting on behalf of any member of the Company Group and the Plan document, the Plan document, as interpreted by the Compensation Committee, will
always govern.
2. |
Eligibility and grants |
Grants of Awards under the Plan are entirely at the sole discretion of
Prudential.
A grant of an Award under the Plan on one occasion does not give an employee the right to any further grant at any time in the future.
3. |
Acceptance of an Award |
An employee granted an Award may accept the Award in any manner specified by the
Compensation Committee (or the Company Group) and may be deemed to have accepted an Award if the employee has not declined the grant of that Award (in whole or in part) within any period of time specified by the Compensation Committee (or the
Company Group) and notified to the employee.
By accepting an Award, a Participant will be responsible for complying with any Applicable Laws relating to:
(i) |
the transfer of funds on the exercise of an Option (if the Cash Exercise method is used); |
(ii) |
the acquisition, holding and sale of shares of Common Stock acquired under the Plan; and |
(iii) |
the opening and maintaining of a U.S. brokerage account. |
The Applicable Laws may change and Participants
should seek their own professional legal, financial and taxation advice in relation to their participation in the Plan.
Prudential or any member of the Company Group, as appropriate, has the right to deduct, report
and account for any taxes or other obligations required to be withheld by law in connection with an Award. Prudential (or, as applicable, any other member of the Company Group) may require a Participant to pay to Prudential (or, if appropriate, any
other member of the Company Group) the amount necessary to satisfy any such taxes or other obligations and may defer delivery of shares of Common Stock under the Plan to a Participant until such withholding is satisfied. On the exercise or the
Vesting of an Award (as applicable), Prudential, or, if appropriate, any other member of the Company Group, will have the right to withhold, either through payroll, through the withholding of sufficient shares of Common Stock or otherwise, in order
to satisfy any applicable withholding requirements on the exercise or the Vesting of an Award (as applicable). Participants will be responsible for ensuring that their own tax affairs in connection with the Plan are in order.
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Terms and Conditions of the 2016 Long-Term Incentive Program for Senior Executives |
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Prudential makes no representation as to the future value of any Award under the Plan
or whether any profit will be realized with respect to any Award. Past performance is not a reliable guide to future performance. Investments may fall as well as rise in value. By accepting the grant of an Award, a Participant agrees that Prudential
and the other members of the Company Group are not responsible for foreign exchange fluctuations between the Participants local currency and the U.S. dollar and are not liable for any decrease in the value of shares of Common Stock. Changes in
exchange rates may have an adverse effect on the value, price or income of the securities.
6. |
Covenant not to solicit; Notice Period Requirement; other terms and restrictions |
(a) |
Restrictions during Employment: |
By accepting the grant of an Award, a Participant
agrees that during Employment, the Participant will not, other than on behalf of the Company Group or as may otherwise be required in connection with the performance of the Participants duties on behalf of the Company Group, solicit or induce,
either directly or indirectly, or take any action to assist any entity, either directly or indirectly, in soliciting or inducing any employee of the Company Group (other than the Participants administrative assistant) to leave Employment
(Induce Departures).
(b) |
Post-Employment restrictive covenants, acknowledgements and representations: |
By
accepting the grant of an Award, a Participant agrees that following the termination of the Participants Employment:
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Until the original latest Vesting date of the Award or, if ending later, for a period of one year after the termination of the Participants Employment for any reason, the Participant will not Induce
Departures or hire or employ, or assist in the hire or Employment of, either directly or indirectly, any employee of the Company Group (other than the Participants administrative assistant) or any former employee of the Company Group within 60
days of that former employees cessation of Employment with the Company Group;
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(ii) |
If the Participant voluntarily resigns in circumstances qualifying for Approved Retirement, the Participant will not compete with the Company Group in any business in which the Company Group is engaged on the
last date of the Participants Employment that operates in any geographic area in which the Company Group operates as of the Participants last date of Employment, for a period of one year following the Participants termination of
Employment or until the original latest Vesting date of the Award, whichever is the shorter period; and |
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(iii) |
The Participant could earn a living while fully complying with all of the provisions, restrictions and covenants contained in these Terms. The Participant acknowledges that Prudential provides a wide range of
insurance, investment management and other financial products and services to customers throughout the world and that the restrictions contained in these Terms are reasonable and necessary to protect Prudentials legitimate interests in its
confidential information, trade secrets, customer relationships, and investment in the training and development of its employees. |
(c) |
Restrictions separable and divisible: By accepting the grant of an Award, a Participant acknowledges and accepts the restrictions, covenants and requirements imposed by subsections 6(a), (b), (e) and
(f) of Part A of these Terms and that each restriction, covenant or requirement will be construed as separate and divisible from every other restriction, covenant or requirement. If any provision contained in the Plan or these Terms is for any
reason held invalid, illegal or unenforceable in any respect, that invalidity, illegality or unenforceability will not affect any other provision of the Plan or these Terms, and the Plan or these Terms will be construed as if the invalid, illegal or
unenforceable provision had not been included in these Terms. It is the intention of the parties that if any of the restrictions, requirements or covenants contained in these Terms is held to cover a geographic area or to be for a length of time
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Terms and Conditions of the 2016 Long-Term Incentive Program for Senior Executives |
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which is not permitted by Applicable Laws, or in any way construed to be too broad or to any extent invalid, that provision will not be null, void and of no effect, but to the extent the
provision would be valid or enforceable under Applicable Laws, a court of competent jurisdiction will construe and interpret or reform the Terms to provide for a restriction, requirement or covenant having the maximum enforceable geographic area,
time period and other provisions (not greater than those contained in these Terms) as will be valid and enforceable under Applicable Laws. Except as otherwise provided in Section 6(e) below, Prudential may waive any restriction or any breach in
circumstances that it determines do not adversely affect its interests, but only in writing signed by its Senior Vice President, Human Resources (or the successor to his or her human resource responsibilities), or his or her delegate. No waiver of a
breach of a restriction, requirement or covenant will be deemed a waiver of any other breach. |
(d) |
Remedies: By accepting the grant of an Award, a Participant agrees that the restrictions in subsections 6(a) and (b) of Part A of these Terms are fair, reasonable and necessary, and are reasonably required
for the protection of Prudential and any other member of the Company Group. The Participant agrees and acknowledges that the amount of damages that would derive from the breach of any restriction is not readily ascertainable and that the
restrictions are a significant portion of the consideration that the Participant conveys to Prudential in consideration of the grant of an Award. Accordingly, if a Participant fails to execute and submit or revokes a Release or breaches any of the
restrictive covenants set out in subsections 6(a) and (b) of Part A of these Terms, all of the Participants outstanding Awards will be cancelled immediately on the date of that failure, as determined in the sole discretion of the
Compensation Committee or its delegate. If a Participant breaches any of the restrictive covenants set out in subsections 6(a) and (b) of Part A of these Terms, then, in addition to any equitable relief available to Prudential as outlined
below, the Participant will transfer to Prudential cash or Common Stock (rounded to the nearest whole share), as applicable, equal in value (using the current Market Value of Common Stock on the date
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the letter of notification of the breach is dated) to the profit realized by the Participant under the Plan occurring (I) in the case of any breach while the Participant is an employee of
the Company Group, within twelve (12) months before the date of the breach or at any time after the date of such breach; or (II) in the case of a breach after the termination of the Participants Employment, within six (6) months
before the date on which the Participants Employment terminated or at any time after the date of such termination of Employment. For the avoidance of doubt, the term profit referred to in the preceding sentence will be equal to
(I) in the case of any Options, the sums (determined separately for each exercise of any portion of the Options within the applicable period established pursuant to such sentence) of (i) (A) the Market Value of a share of Common Stock
on the date of exercise, in the case of a Cash Exercise, or the price at which shares of Common Stock are sold, in the case of a Same Day Sale, or a combination of such Market Value and sales price, in the case of a Sell to Cover (as each such term
is defined in Part C below), minus (B) the Grant Price of the Option, times (ii) the number of shares of Common Stock acquired on exercise of the Option(s); (II) in the case of any Restricted Stock Unit or Performance Share Award, the sums
(determined separately for each grant payable within the applicable period established pursuant to such sentence) of (i) the Market Value of a share of Common Stock on the date of payment times (ii) the number of shares of Common Stock
acquired or acquirable; and (III) in the case of any other Award payable in cash, the amount of cash paid in respect of such Award. The Participant will pay any such amount (in the form of Common Stock or cash, as applicable) to Prudential within
five (5) business days of the date Prudential notifies the Participant that a breach of the provisions of this Section 6 has occurred. If payment is not made within that period, any subsequent payment will be made with interest at a rate
equal to the prime rate as reported in The Wall Street Journal (Eastern Edition) on the date on which notice of the breach is sent to the Participant by Prudential, plus two (2) percent. Interest payments will be made in cash. A
Participant also acknowledges that the damages to |
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Terms and Conditions of the 2016 Long-Term Incentive Program for Senior Executives |
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Prudential for any breach of subsections 6(a) or (b) of Part A of these Terms would be irreparable. Therefore, in addition to monetary damages and/or reasonable attorneys fees,
Prudential will have the right to seek injunctive and/or other equitable relief in any court of competent jurisdiction to enforce the restriction. Further, a Participant consents to the issue of a temporary restraining order to maintain the status
quo pending the outcome of any proceeding. |
(e) |
Notice Period Requirement: The Company Group operates in a highly competitive industry, invests heavily in its relationships with its employees and a broad range of clients and insists that its business and the
insurance products and financial services that it provides to its clients not be disrupted in any manner when a Participant leaves its employ. A Participant acknowledges and agrees that it is reasonable and necessary to protect the Company
Groups interests and to provide a smooth transition if the Participant chooses to terminate Employment. Accordingly, if a Participant is employed within the Company Group in the grade levels or equivalent positions to such grade levels (e.g.,
Investment Professionals) at any time, as determined by the Company Group and specified in Schedule 3, by accepting the grant of an Award, the Participant agrees to deliver advance written notice of the resignation of his or her Employment to his or
her manager no later than the time period specified in Schedule 3 (referred to as Notice Period). Such written notice shall be in a form satisfactory to the applicable Company Group Managers. |
If a Participant is party to a separate individual agreement or arrangement with a member of the Company Group that provides for a notice
period other than that provided for under Schedule 3, the longest notice period will apply, unless the Company Group Managers determine otherwise.
Each Participant will continue to be paid the Participants current base salary throughout the Notice Period. A Participant may not be
eligible for certain benefits if the Participant is placed on paid leave during the Notice Period. If the Participant provides notice of the Participants resignation and the Notice Period applicable to the Participant includes the date
on which Awards may be granted, vested or settled, as applicable, or payments of annual cash
bonuses or other incentive compensation may be made, (I) the Participant may be eligible for a grant of a new Award at Prudentials sole discretion and (II) the Participant will only receive payment of, or vest in, as applicable, any
previously granted Award, annual cash bonus or other incentive compensation if the Participant remains employed by a member of the Company Group on the scheduled payment or vesting date, as applicable, during the Notice Period, unless the Terms
expressly entitle the Participant to more favorable treatment as may be determined by the Company Group Managers.
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(i) |
A Participants Responsibilities During the Notice Period: During the Notice Period, the Participant will remain an employee of the applicable member of the Company Group and will not commence Employment
with, or provide services to or for, any employer other than a member of the Company Group, or become self-employed. As an employee within the Company Group, during the Notice Period, a Participant has a
continuing duty of loyalty to the Company Group throughout the Notice Period and will remain bound by the provisions of Prudentials Corporate Asset Protection Agreement (CAPA), Confidentiality of Client Information/Privacy Policies, and all
other Company Group policies, including, but not limited to, those setting forth restrictions, covenants and requirements regarding confidential and proprietary information, non-solicitation of employees and customers, and no-hire obligations, as
well as any other applicable agreements. |
It is within the Company Group Managers sole discretion to determine
whether a Participant will perform the Participants duties or otherwise provide services during the Notice Period. At any time during the Notice Period, the Company Group Managers may remove a Participant from any assigned duties, assign other
duties to the Participant, require the Participant to refrain from
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Terms and Conditions of the 2016 Long-Term Incentive Program for Senior Executives |
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performing any job duties or from reporting to work, and may prohibit the Participant from
directly or indirectly contacting its customers, suppliers or employees until the Participants Employment ends. Regardless of the extent to which the Company Group Managers direct a Participant to perform the Participants duties or
report to work during the Notice Period, the Participant agrees to be available as reasonably necessary and continue to work cooperatively and professionally with the Company Group to ensure an effective transition of the Participants
responsibilities. The Company Group Managers may, in their sole discretion, decide to waive all or any part of a Participants Notice Period and set an earlier Employment separation date. In the event that the Company Group Managers waive a
Participants Notice Period, in its entirety, or set an earlier Employment separation date, (I) the Participant will not receive payment of base salary beyond the separation date and (II) as described above, the Participant will not receive
payment of, or vest in, as applicable, any previously granted Award, annual cash bonus or other incentive compensation if the earlier separation date occurs prior to the scheduled payment or vesting date, as applicable.
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(ii) |
Consequences of Breach/Remedies: The failure of a Participant to comply with this subsection 6(e) of Part A of these Terms and give the requisite notice constitutes a breach of this subsection 6(e) of Part A of
these Terms. As a result, by accepting the grant of an Award, a Participant agrees that the Company Group shall have the right to cancel all Awards outstanding as of the date of the breach and to enforce the terms and conditions of this subsection
6(e) of Part A of these Terms by seeking an injunction from any court of competent jurisdiction, in addition to pursuing any other remedies that it may have in law or equity. Further, except as otherwise provided in these Terms or any Schedules
hereto, a Participant consents to the
|
|
issuance of a temporary restraining order to maintain the status quo pending the outcome of any proceeding. |
|
(iii) |
Employment-at-Will: Nothing contained in this subsection 6(e) of Part A of these Terms is intended to constitute or create a contract of Employment nor shall it constitute or create the right to remain in the
employ of the Company Group for any particular period of time. At all times a Participant remains an employee-at-will, which means that either the Participant or the Company Group may terminate the Employment relationship at any time, with or
without cause or notice, subject to the Notice Period requirement in this subsection 6(e). |
(f) |
Clawback; Recoupment; Forfeiture: |
Notwithstanding any other provisions in the Plan,
Awards granted under the Plan, including those granted prior to the date hereof, shall be subject to the terms of any clawback, recoupment or forfeiture policy adopted by Prudential as in effect from time to time, as well as any clawback, recoupment
or forfeiture provisions required by law, government regulation, or stock exchange listing requirement and applicable to the Company Group.
7. |
Compliance with Applicable Laws |
Awards granted under the Plan and Prudentials obligation to
deliver shares of Common Stock or make payment of cash, as applicable, under these Terms will be subject in all respects to (a) all Applicable Laws, and (b) any registration, qualification, approvals or other requirements imposed by any
government or regulatory agency or body which the Compensation Committee determines to be necessary or applicable. Shares of Common Stock or cash, as applicable, may not be delivered or paid to a Participant if their receipt would be contrary to any
Applicable Laws or the rules of any applicable stock exchange.
8. |
Investment representation |
If at the time of delivery of any shares of Common Stock under the Plan, the
Common Stock is not registered under the United States Securities Act of 1933, as amended (the Securities Act), or there is no current prospectus in effect under the Securities
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Terms and Conditions of the 2016 Long-Term Incentive Program for Senior Executives |
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5 |
Act with respect to the Common Stock, a Participant will, if requested by the Compensation Committee, execute,
before the delivery of any shares of Common Stock, an agreement (in the form the Compensation Committee specifies) in which the Participant represents and warrants that the Participant is acquiring the shares for the Participants own account,
for investment only and not with a view to the resale or distribution of the shares, and agrees that any subsequent offer for sale or distribution of any kind of such shares will be made only pursuant to either (a) a registration statement on an
appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the shares being offered or sold; or (b) a specific exemption from the registration requirements of the Securities Act,
but in claiming that exemption, the Participant will, before any offer for sale of the shares, obtain a prior favorable written opinion, in form and substance satisfactory to the Compensation Committee, from counsel for or approved by the
Compensation Committee, as to the applicability of the exemption.
A Participant acknowledges that Prudential is organized under the laws of the State of
New Jersey and maintains its headquarters in Newark, New Jersey. The Participant further acknowledges that Prudential has an interest in ensuring the uniform interpretation and application of these Terms to all Participants. Accordingly, Prudential
and the Participant agree that the Plan and these Terms will be governed by the laws of the State of New Jersey, without giving effect to its conflict of law provisions.
10. |
Electronic delivery and acceptance |
By accepting an Award under the Plan, a Participant agrees, to the
fullest extent permitted by Applicable Laws, in lieu of receiving documents in paper format to accept electronic delivery of any documents that any member of the Company Group may be required to deliver in connection with the Plan. Electronic
delivery of a document may be via e-mail or by reference to a location on a member of the Company Groups intranet site or a designated third-party vendors internet site.
11. |
No rights as a shareholder |
A Participant does not have any rights as a shareholder in Prudential by
virtue of the grant of an Award under the Plan, but only with respect
to shares of Common Stock, if any, delivered to the Participant in accordance with the Plan and these Terms.
Notwithstanding any provision of the Plan to the contrary, no acceleration of the
time or schedule of any delivery of shares or other payment related to an Award will be permitted to the extent necessary to comply with Section 409A. The Compensation Committee may amend, modify, adjust or supplement any provision of the Plan
without a Participants consent if the Compensation Committee determines that the amendment, modification, adjustment or supplementation is required or advisable for an Award or Prudential to comply with, or not violate, any Applicable Laws,
regulation or rule, including, without limitation, Section 409A.
Participation in the Plan does not entitle an employee of the Company Group to any benefit
other than that granted under the Plan. Any benefits granted under the Plan will not be deemed to be compensation under any pension plan or other retirement plan, welfare plan or any compensation plan or program maintained by any member of the
Company Group, and will not be considered as part of compensation for the purposes of calculating pension, profit-sharing, bonuses, service awards, or in the event of severance, redundancy or resignation.
Prudential may modify, amend, suspend or terminate the Plan or any and all of the policies, programs and terms of the Plan in whole or in part, at any time,
without notice to or with the consent of Participants. Notwithstanding anything else contained herein to the contrary, any action taken under the Plan or these Terms by the Compensation Committee, Prudential, the Company Group or the Company Group
Managers shall be taken at the sole discretion of the Compensation Committee, Prudential, the Company Group or the Company Group Managers, as applicable.
If shares of Common Stock are, or are to be, delivered, or if cash is paid, or is to be paid, in a manner not specifically authorized by the Plan (i.e., in
Error), Prudential will be entitled to correct the Error, including reversing the transaction and recouping any Common Stock, cash or gain that might be delivered or paid as a result of the Error.
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Terms and Conditions of the 2016 Long-Term Incentive Program for Senior Executives |
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6 |
The English language version of any documents provided in connection with the Plan will prevail in the case of
any ambiguities or divergences as a result of the translation of the document into any other language.
Participation in the Plan is not intended to
constitute or create a contract of Employment nor does it constitute or create the right to remain associated with or in the employ of any member of the Company Group for any particular period of time. Participation in the Plan does not affect in
any way a member of the Company Groups right to terminate an employees Employment at any time, with or without cause, and does not form part of an employees Employment contract, if any.
As a term of participation in the Plan, each Participant will indemnify the Company Group for any loss (including but not limited to any costs, damages,
expenses, claims, penalties or demands) suffered by any member of the Company Group, and no member of the Company Group will be liable to such Participant (or any beneficiaries thereto) for any such loss suffered by the Participant (or any
beneficiaries), as a result of any action taken by the Participant or any failure by the Participant to take any action.
PART B: Terms and
conditions applicable to Restricted Stock Units under the Long-Term Incentive Program
The restricted period (the Restricted Period) with respect to the Restricted
Stock Units will begin on the Grant Date and will end on the RSU Payment Date.
2. |
Settlement of Restricted Stock Units |
Subject to the terms and conditions of the Plan, a Participant in
active Employment on the RSU Payment Date will receive as soon as administratively practicable after the RSU Payment Date (but not later than the end of the calendar year in which the RSU Payment Date occurs) the number of shares of Common Stock
equal to the number of Restricted Stock Units vested in accordance with these Terms, less any taxes or other deductions required by Applicable Laws.
3. |
Vesting or forfeiture of Restricted Stock Units following termination of Employment in specific circumstances |
A Participants outstanding Restricted Stock Units will automatically be forfeited and cancelled on the termination of the Participants Employment
and no shares of Common Stock may thereafter be issued with respect to the Restricted Stock Units, except in the specific circumstances set out in the table on page 8.
Notwithstanding any other provisions of the Plan to the contrary, to the extent
necessary to comply with the requirements of Section 409A with respect to any individual who is a specified employee within the meaning of Section 409A, on termination of the Participants Employment with any member of the
Company Group, delivery of shares of Common Stock may not be made before the date that is six (6) months after the date of such termination of Employment (or, if earlier, the date of the Participants death). In addition, to the extent
necessary to comply with the requirements of Section 409A, if an award of Restricted Stock Units is treated as deferred compensation subject to Section 409A, no distribution will be made (although vesting will accelerate to the extent
otherwise provided above) in respect of such award upon the occurrence of a Change of Control unless such event qualifies as a change in the ownership of a corporation, change in the effective control of a corporation or a change in the ownership of
a substantial portion of the assets of a corporation within the meaning of Section 409A.
A Participant granted Restricted Stock Units will be eligible to receive Dividend
Equivalents on the Restricted Stock Units based on any regular cash dividends declared on Common Stock from the Grant Date until the RSU Payment Date (or until the date of settlement or forfeiture, if sooner). Any Dividend Equivalents will be paid
in cash as soon as administratively practicable (but not more than 74 days) after the related cash dividends are paid to Common Stock holders, unless determined otherwise by the Compensation Committee. Any Dividend Equivalents payable under the Plan
will be treated as separate payments from the underlying Restricted Stock Units for purposes of Section 409A. There will be no reinvestment option or earned interest credits on any Dividend Equivalent.
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Terms and Conditions of the 2016 Long-Term Incentive Program for Senior Executives |
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7 |
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|
|
Restricted Stock Units
|
Type of Termination
of Employment |
|
Vesting Status(1)
|
Voluntary Resignation |
|
All outstanding
Restricted Stock Units are immediately forfeited. |
Approved Retirement |
|
If the Participant retires in 2016 with less than 3 months of active service in such year, all Restricted Stock Units will immediately be forfeited.
If the Participant retires in 2016 with 3 or more months of service in such year in circumstances
qualifying for Approved Retirement and executes and submits a Release by the date specified by Prudential (and does not later revoke the Release), the Participant will receive a pro-rated(2) number of shares of Common Stock as soon as administratively practicable following the RSU Payment Date (but in all events not later than the
end of the calendar year in which the RSU Payment Date occurs). The remainder of the Restricted Stock Units will be forfeited. If the Participant does not execute a Release, all Restricted Stock Units will be forfeited on the last date of
Employment. If the Participant retires after 2016 in circumstances qualifying for Approved
Retirement and executes and submits a Release by the date specified by Prudential (and does not later revoke the Release), the Participant will receive shares of Common Stock equal to the number of outstanding Restricted Stock Units as soon as
administratively practicable after the RSU Payment Date (but in all events not later than the end of the calendar year in which the RSU Payment Date occurs). If the Participant does not execute a Release, all Restricted Stock Units will be forfeited
on the last date of Employment. This does not apply to Participants in the European Union who
should refer to Schedule 2 for more information. |
Termination for Cause |
|
All outstanding Restricted Stock Units are immediately forfeited.
The Compensation Committee may require the Participant to repay any payment, profit, gain or other benefit (including, but not limited to, any dividends or Dividend
Equivalents) in respect of the Restricted Stock Units or any prior Restricted Stock Units or Awards received within a period of twelve (12) months before the Participants termination of Employment for Cause. If a Participants Employment
is terminated by any member of the Company Group for Cause, the provisions in these Terms relating to termination for Cause will apply notwithstanding any assertion (by the Participant or otherwise) that the Participants Employment was
terminated for any other reason. |
Death (while an active employee) |
|
All outstanding
Restricted Stock Units become fully vested and the Participants estate will receive shares of Common Stock as soon as administratively practicable (but not later than 74 days) thereafter.
|
Disability |
|
All outstanding Restricted Stock Units become fully vested and the Participant will receive shares of Common Stock as soon as administratively practicable (but not later
than 74 days) thereafter. |
Involuntary Termination for any other reason |
|
If a Participant executes
and submits a Release by the date specified by Prudential (and does not later revoke the Release), a pro-rated(3) number of Restricted Stock Units will vest and the Participant will receive shares
of Common Stock as soon as administratively practicable thereafter (but not later than 74 days after the date of the termination of Employment). The remainder of the Restricted Stock Units will be forfeited. If the Participant does not execute a
Release, all Restricted Stock Units will be forfeited on the last date of Employment. |
Change of Control |
|
All Restricted Stock Units will become vested and the Participant will normally receive shares of Common Stock; unless the entity that acquires control honors, assumes,
or substitutes new rights for the Restricted Stock Units with substantially equivalent or better rights, terms, conditions and values as determined by the Compensation Committee. Alternatively, the Compensation Committee may, at its sole discretion,
provide for payment in cash based on the Change of Control price. |
(1) |
The treatment of a Participants Award as set forth in this table may be subject to certain restrictions set forth in Part A of these Terms, including the Notice Period requirement under which a Participant is
required to provide advance written notice of the Participants termination of Employment. |
(2) |
Pro-ration is based on the number of months of active service during that year divided by 12. |
The
remaining balance will be forfeited as of the date of retirement.
(3) |
Pro-ration is based on the number of months of active service since the Grant Date divided by 36. |
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Terms and Conditions of the 2016 Long-Term Incentive Program for Senior Executives |
|
8 |
PART C: Terms and conditions applicable to Options under the Long-Term Incentive Program
Options will normally vest and become exercisable in three equal annual
installments on each anniversary of the Grant Date provided the Participant holding those Options remains in Employment throughout that period.
An Option may be exercised by the Participant:
(i) |
paying in cash the Grant Price and any applicable taxes and fees (Cash Exercise); or |
(ii) |
directing the immediate sale of all the shares of Common Stock acquired on exercise and receiving the cash proceeds, after deduction of the Grant Price and applicable taxes and fees (Same Day Sale); or
|
(iii) |
directing the immediate sale of sufficient shares of Common Stock acquired on exercise necessary to pay the Grant Price and any applicable taxes and fees and receive the remaining shares of Common Stock
(Sell to Cover). |
One or more of the exercise methods may not be available (or may be unavailable during a specified period) if
Prudential determines that its availability will or could violate the terms of any Applicable Laws. An Option cannot be exercised when the Market Value of a share of Common Stock does not exceed the Grant Price. Please refer to Schedule 2 for
country specific restrictions regarding the exercise of Options.
Once an Option vests, it may be exercised until its Expiration Date unless the
Participants Employment ends before the Expiration Date or a Change of Control occurs.
4. |
Exercise or forfeiture of Options following termination of Employment in specific circumstances |
A
Participants Options, whether vested or unvested, will automatically be forfeited and cancelled on the termination of the Participants Employment, and no shares of Common Stock may thereafter be purchased under the Options, except in the
specified circumstances set out in the table below:
|
|
|
|
|
Stock Options (1) |
Type of Termination
of Employment |
|
Vesting Status on Last Date of Employment |
|
Exercise Period (2) |
Voluntary Resignation |
|
Unvested Options will immediately be forfeited as of the last date of Employment. Vested but unexercised Options may be exercised
after the last date of Employment, conditional on the Participant executing and submitting a Release by the date specified by Prudential (and not later revoking the Release). If the Participant does not execute a Release, all Options will be
forfeited as of the last date of the Participants Employment. |
|
Vested Options may be exercised
until the earlier of 90 days after the last date of Employment or the Expiration Date, conditional on the Participant executing and submitting a Release by the date
specified by Prudential (and not later revoking the Release). |
(1) |
The treatment of a Participants Award as set forth in this table may be subject to certain restrictions set forth in Part A of these Terms, including the Notice Period requirement under which a Participant is
required to provide advance written notice of the Participants termination of Employment. |
(2) |
The period stated may not extend beyond the Expiration Date other than in the case of death as applicable. Options can be exercised on the forfeiture date or the Expiration Date, as applicable, but only during hours
that the New York Stock Exchange (NYSE) is open for trading. If an Option terminates or expires on a day that the NYSE is closed, it can be exercised only during the market hours on or before the last day of NYSE trading before the Options
forfeiture date or Expiration Date, as applicable. It is the responsibility of the Participant to exercise his or her outstanding and vested Options on or prior to the Options forfeiture date or Expiration Date, as applicable.
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Terms and Conditions of the 2016 Long-Term Incentive Program for Senior Executives |
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9 |
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|
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|
|
Stock Options (Contd)
|
Type of Termination of Employment
|
|
Vesting Status on Last Date of Employment
|
|
Exercise Period |
Approved Retirement |
|
If a
Participant retires in circumstances qualifying for Approved Retirement with less than three months of active service in 2016, all Options will immediately be forfeited. Otherwise, the Participants Options will continue to vest according to
the original vesting schedule, conditioned on the Participant executing and submitting a Release by the date specified by Prudential (and not later revoking the Release). If a Participant does not execute a Release, all Options will be forfeited on
the last date of the Participants Employment. This does not apply to Participants in the
European Union who should refer to Schedule 2 for more information. |
|
Vested Options may be exercised until the earlier of: (i) the Expiration Date; or (ii) the date 5 years after the last date of the Participants Employment,
conditional on the Participant executing and submitting a Release by the date specified by Prudential (and not later revoking the Release). |
Termination for Cause |
|
All Options,
whether vested or unvested, will immediately be forfeited on the last date of the Participants Employment. The Compensation Committee may require the
Participant to repay any payment, profit, gain or other benefit (including, but not limited to any dividends or Dividend Equivalents) received in respect of the exercise of any Options for a period of up to twelve (12) months before the
Participants termination of Employment for Cause. If a Participants Employment is terminated by any member of the Company Group for Cause, the provisions contained in these Terms relating to termination for Cause will apply
notwithstanding any assertion (by the Participant or otherwise) that the Participants Employment terminated for any other reason. |
|
A Participant may not exercise any Options after the last date of Employment. even if the Options were vested. All outstanding Options are forfeited. |
Death (while an active employee) |
|
Options
become fully vested and immediately exercisable. |
|
The Participants estate may exercise the Options until the third anniversary of the date of death (or any earlier date the Compensation Committee determines) or, if
the Expiration Date is earlier than that, the later of: the Expiration Date, or
the first anniversary of the date of death.
|
Disability |
|
Options
become fully vested and immediately exercisable. |
|
Options may be exercised until the earlier of the Expiration Date or 3 years (or any shorter period the Compensation Committee determines) after the Participants
last date of Employment. |
Involuntary Termination for any other reason |
|
Options that
are vested and unexercised at the date of termination of the Participants Employment will remain exercisable if the Participant executes and submits a Release by the date specified by Prudential (and does not later revoke the Release).
Unvested Options are immediately forfeited. If a Release is not executed, all Options will be forfeited as of the last date of the Participants Employment. |
|
Vested Options may be exercised until the earlier of the Expiration Date or 90 days after the Participants last date of Employment, conditional on the Participant
executing and submitting a Release by the date specified by Prudential (and not later revoking the Release). |
Change of Control |
|
Options will
become fully vested and immediately exercisable on the date of the Change of Control; unless the entity that acquires control honors, assumes, or substitutes new rights for the Options with substantially equivalent or better rights, terms,
conditions and value. Alternatively, the Compensation Committee may, at its sole discretion, cancel the Options and in exchange provide for payment in cash based on the Change of Control price.
|
|
If the entity that acquires control honors, assumes, or substitutes new rights for the Options, the Options (or any substituted alternative award) may be exercised on
terms at least as favorable as the Options. If the entity that acquires control does not honor, assume, or substitute new rights for the Options, the Compensation Committee may cancel the Options in exchange for payment in cash.
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Terms and Conditions of the 2016 Long-Term Incentive Program for Senior Executives |
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10 |
PART D: Terms and conditions applicable to Performance Shares and Performance Units under the
Long-Term Performance Program, a sub-program of the Long-Term Incentive Program
The Performance Cycle (the Performance Cycle) with respect to
Performance Shares and Performance Units will begin on January 1, 2016 and will end on December 31, 2018.
2. |
Settlement of Performance Shares and Performance Units |
Subject to the terms and conditions of
the Plan and following approval by the Compensation Committee, any (i) shares of Common Stock to which a Participant is entitled in respect of Performance Shares; and (ii) amount of cash to which a Participant is entitled in respect of
Performance Units will be delivered or paid to such Participant as soon as administratively practicable (but not later than 74 days) after the PS/PU Payment Date, less any taxes or other deductions required by Applicable Laws.
3. |
Earnout: Performance Goals |
A Participants Performance Shares and Performance Units are
conditioned on achievement of ROE Goals specified by the Compensation Committee, with respect to the Performance Cycle, subject to adjustment by a relative performance modifier. The relative performance modifier may modify the award payout expressed
as a percentage of the target number of shares by up to +1- 10%. The award maximum of 1.25 times the target number of shares still applies after the application of the relative performance modifier.
ROE is defined as Prudentials operating return on average equity (based on adjusted operating income) as publicly disclosed in
Prudentials Quarterly Financial Supplement (QFS). ROE for each year in the Performance Cycle is defined as the average of the quarterly ROE figures for such year published in the QFS. ROE will be adjusted to exclude the
non-economic effects of foreign currency exchange rate remeasurements of non-yen liabilities and assets and may be adjusted for certain other items as determined by Prudential.
The number of shares of Common Stock and the amount of cash that a Participant may become eligible to receive
will be equal to the applicable target number of Performance Shares and/or Performance Units awarded, adjusted by the applicable ROE Earned Payout Factor (which is determined based on the achievement of the ROE Goals over the Performance Cycle) and
modified by the relative performance modifier. Any resulting number of shares of Common Stock shall be rounded to the nearest whole number. The aggregate amount of shares of Common Stock and cash payable to the Participant will be the Final
Payout Amount, which will be made on the PS/PU Payment Date (shortly following the end of the Performance Cycle) subject to the terms, conditions and restrictions set out in these Terms and in the Plan, including the requirement that the
Participant remain actively employed with the Company Group as of the PS/PU Payment Date. The Compensation Committee will determine, in its sole discretion, the Final Payout Amount.
The ROE Goals will be the average of actual ROE for each quarter in 2016, 2017 and 2018. The ROE Goals are as follows:
|
|
|
ROE Goals |
|
ROE Earned Payout Factor |
|
|
10.5% or less
|
|
0.0
|
|
|
11.0%
|
|
0.20
|
|
|
12.0%
|
|
0.60
|
|
|
13.0%
|
|
1.00
|
|
|
13.5%
|
|
1.125
|
|
|
14.0% or more
|
|
1.25
|
If the average ROE achieved is between any two data points, the corresponding ROE Earned Payout Factor will bear a linear
relationship with the actual achievement between such data points.
The Compensation Committee may, in its sole discretion, adjust the reported ROE during
the Performance Cycle for items not considered representative of operations, including merger, acquisition and disposition transactions, accounting changes, actuarial assumption updates and market unlockings.
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Terms and Conditions of the 2016 Long-Term Incentive Program for Senior Executives |
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11 |
The relative performance modifier will be applied after the ROE Earned Payout Factor is determined to calculate
the Final Payout Amount. Prudentials ranking among the North American life insurers selected by the Compensation Committee determines the modifier %. The relative performance modifier metrics, methodology and weightings are as follows:
|
|
|
|
|
Metric |
|
Methodology |
|
Weighting
|
|
|
|
Normalized ROE |
|
Average annual ranking over 3 years
|
|
50% |
|
|
|
Normalized EPS Growth
|
|
3-year Compound
Annual Growth Rate |
|
25% |
|
|
|
Book Value per
Share Growth |
|
3-year Compound
Annual Growth Rate |
|
25% |
The relative performance modifier metrics are based on the trailing four quarters ended September 30 of the applicable years,
and are adjusted for unusual and non-recurring items that are publicly disclosed by Prudential or one of the other North American life insurers.
Notwithstanding the foregoing, the Compensation Committee, in its sole discretion, may (i) under normal circumstances, adjust the Final Payout Amount
within the standard range of 0% to 125% of the target number of Performance Shares and Performance Units by up to plus or minus 15% of the amount that would otherwise be payable to take into account performance factors and other events, as the
Compensation Committee deems desirable, and (ii) in the event of circumstances deemed to be extraordinary by the Compensation Committee, make additional adjustments to the Final Payout Amount.
4. |
Vesting or forfeiture of Performance Shares and Performance Units following termination of Employment in specific circumstances |
A Participants outstanding Performance Shares and Performance Units will automatically be forfeited and cancelled on the termination of the
Participants Employment and no shares of Common Stock and no amount of cash may thereafter be issued or paid with respect to the Performance Shares and Performance Units, respectively, except in the specific circumstances set out in the table
on page 13.
Notwithstanding any other provisions of the Plan to the contrary, to the extent necessary
to comply with the requirements of Section 409A with respect to any individual who is a specified employee within the meaning of Section 409A, on termination of the Participants Employment with any member of the Company
Group, delivery of shares of Common Stock and the payment of cash may not be made before the date that is six (6) months after the date of such termination of Employment (or, if earlier, the date of the Participants death). In addition,
to the extent necessary to comply with the requirements of Section 409A, if an award of Performance Shares or Performance Units is treated as deferred compensation subject to Section 409A, no distribution will be made (although vesting
will accelerate to the extent otherwise provided above) in respect of such award upon the occurrence of a Change of Control unless such event qualifies as a change in the ownership of a corporation, change in the effective control of a corporation
or a change in the ownership of a substantial portion of the assets of a corporation within the meaning of Section 409A.
A Participant granted Performance Shares and Performance Units will be eligible to
receive Dividend Equivalents on the lesser of (a) the Final Payout Amount; or (b) the respective target amount of Performance Shares and Performance Units, based on any regular cash dividends declared on Common Stock from the Grant Date
until the PSI PU Payment Date (or until the date of settlement, if sooner). Any Dividend Equivalents will be paid in cash as soon as administratively practicable after shares of common stock are delivered in respect of the corresponding Performance
Shares and cash is payable with respect to the Performance Units. There will be no reinvestment option or earned interest credits on any Dividend Equivalent.
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Terms and Conditions of the 2016 Long-Term Incentive Program for Senior Executives |
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12 |
|
|
|
Performance Shares and Performance Units
|
Type of Termination of Employment |
|
Vesting Status (1) |
Voluntary Resignation |
|
All outstanding Performance
Shares and Performance Units are immediately forfeited. |
Approved Retirement |
|
If the Participant retires
in 2016 with less than 3 months of active service in such year, all Performance Shares and Performance Units will immediately be forfeited.
If the Participant retires in 2016 with 3 or more months of service in such year in circumstances qualifying for Approved Retirement and executes and submits a Release by
the date specified by Prudential (and does not later revoke the Release), the Participant will receive a pro-rated(2) Final Payout Amount as soon as administratively practicable following the
PS/PU Payment Date (but in all events not later than the end of the calendar year in which the PS/PU Payment Date occurs). The remainder of the Performance Shares and Performance Units will be forfeited. If the Participant does not execute a
Release, all Performance Shares and Performance Units will be forfeited on the last date of Employment.
If the Participant retires after 2016 in circumstances qualifying for Approved Retirement and executes and submits a Release by the date specified by Prudential (and does
not later revoke the Release), the Participant will receive the Final Payout Amount as soon as administratively practicable following the PS/PU Payment Date (but in all events not later than the end of the calendar year in which the PS/PU Payment
Date occurs). If the Participant does not execute a Release, all Performance Shares and Performance Units will be forfeited on the last date of Employment.
This does not apply to Participants in the European Union who should refer to Schedule 2 for more information.
|
Termination for Cause |
|
All outstanding Performance
Shares and Performance Units are immediately forfeited. The Compensation Committee may require
the Participant to repay any payment, profit, gain or other benefit (including, but not limited to, any dividends or Dividend Equivalents) in respect of the Performance Shares and Performance Units or any prior performance shares or performance
units received within a period of twelve (12) months before the Participants termination of Employment for Cause. If a Participants Employment is terminated by any member of the Company Group for Cause, the provisions in these Terms
relating to termination for Cause will apply notwithstanding any assertion (by the Participant or otherwise) that the Participants Employment was terminated for any other reason.
|
Death
(while an active employee) |
|
All outstanding Performance
Shares and Performance Units become fully vested at target and the Participants estate will receive a corresponding number of shares of Common Stock and cash as soon as administratively practicable (but not later than 74 days) thereafter.
|
Disability |
|
All outstanding Performance
Shares and Performance Units become fully vested at target and the Participant will receive a corresponding number of shares of Common Stock and cash as soon as administratively practicable (but not later than 74 days) thereafter.
|
Involuntary Termination for any other reason |
|
If a Participant executes
and submits a Release by the date specified by Prudential (and does not later revoke the Release), a pro-rated(3) target number of Performance Shares and Performance Units will vest and the
Participant will receive a corresponding number of shares of Common Stock and cash, respectively, as soon as administratively practicable thereafter (but not later than 74 days after the date of the termination of Employment). The remainder of the
Performance Shares and Performance Units will be forfeited. If the Participant does not execute a Release, all Performance Shares and Performance Units will be forfeited on the last date of Employment.
|
Change of Control |
|
All Performance Shares and Performance Units will become vested at target and the Participant will receive
shares of Common Stock and cash, respectively; unless the entity that acquires control honors, assumes, or substitutes new rights for the Performance Shares and Performance Units with substantially equivalent or better rights, terms, conditions and
values as determined by the Compensation Committee. Alternatively, the Compensation Committee may, at its sole discretion, cancel the Performance Shares and Performance Units and in exchange provide for payment in cash based on the Change of Control
price. |
(1) |
The treatment of a Participants Award as set forth in this table may be subject to certain restrictions set forth in Part A of these Terms, including the Notice Period requirement under which a Participant is
required to provide advance written notice of the Participants termination of Employment. |
(2) |
Pro-ration is based on the number of months of active service during that year divided by 12. The remaining balance will be forfeited as of the date of retirement. |
(3) |
Pro-ration is based on the number of months of active service in the Performance Cycle divided by 36. |
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Terms and Conditions of the 2016 Long-Term Incentive Program for Senior Executives |
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13 |
PART E: Terms and conditions applicable to the Book Value Units under the Book Value Performance
Program, a sub-program of the Long-Term Incentive Program
Each Participant in the Book Value Performance Program will be granted a number of
Book Value Units.
One-third of each Participants Book Value Units will vest on each of the first
three anniversaries of the Grant Date.
3. |
Settlement of Book Value Units |
Subject to the terms and conditions of the Plan and subject to the
Participants continued Employment through the applicable BVU Payment Date, as soon as administratively practicable after the date any Book Value Units vest (but not later than the end of the calendar year in which the Book Value Units vest), a
Participant will be paid an amount in cash equal to the product of (a) the number of Book Value Units that have become vested and (b) the Book Value Per Share as of the fiscal quarter ended on or immediately before the applicable BVU
Payment Date, less any taxes or other deductions required by Applicable Laws.
4. |
Vesting or forfeiture of Book Value Units following termination of Employment in specific circumstances |
A Participants outstanding Book Value Units will automatically be forfeited and cancelled on the termination of the Participants Employment and no
amount may thereafter be payable with respect to the Book Value Units, except in the specific circumstances set out in the table on page 15.
Subject to any clawback, recoupment or forfeiture policy adopted by Prudential that is
applicable to the Participant and notwithstanding any provisions in these Terms to the contrary, the Compensation
Committee may, in its sole discretion, reduce (but not below zero) the account balance of any Participant under
the Book Value Performance Program if, in the opinion of the Compensation Committee, the Participant has engaged in conduct, or omitted taking appropriate action, which is a contributing factor in the material restatement of any annual Prudential
consolidated income statement, as filed with the Securities and Exchange Commission and as discussed with Prudentials Audit Committee, with such restatement being filed primarily to correct an error in the consolidated income statement. Any
determination by the Compensation Committee regarding such a reduction shall be final, conclusive and binding on all parties.
Notwithstanding any other provisions of the Plan to the contrary, to the extent
necessary to comply with the requirements of Section 409A with respect to any individual who is a specified employee within the meaning of Section 409A, on termination of the Participants Employment with any member of the
Company Group, payment of any cash amount due may not be made before the date that is six (6) months after the date of such termination of Employment (or, if earlier, the date of the Participants death). In addition, to the extent
necessary to comply with the requirements of Section 409A, if an award of Book Value Units is treated as deferred compensation subject to Section 409A, no distribution will be made (although vesting will accelerate to the extent otherwise
provided above) in respect of such award upon the occurrence of a Change of Control unless such event qualifies as a change in the ownership of a corporation, change in the effective control of a corporation or a change in the ownership of a
substantial portion of the assets of a corporation within the meaning of Section 409A.
7. |
No Dividend Equivalents |
A Participant granted Book Value Units will not be eligible to receive Dividend
Equivalents on the Book Value Units.
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Terms and Conditions of the 2016 Long-Term Incentive Program for Senior Executives |
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14 |
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Book Value Units
|
Type of Termination of Employment |
|
Vesting Status
(1) |
|
|
Voluntary Resignation |
|
All outstanding Book Value Units are immediately forfeited. |
|
|
Approved Retirement |
|
If the Participant retires in 2016 with less than 3 months
of active service in such year, all Book Value Units will immediately be forfeited. If the
Participant retires in 2016 with 3 or more months of service in such year in circumstances qualifying for Approved Retirement and executes and submits a Release by the date specified by Prudential (and does not later revoke the Release), the
treatment of Book Value Units will depend on the extent to which such Book Value Units are sourced from the Participants long-term incentive compensation or annual incentive award. With respect to the portion of Book Value Units sourced from
the Participants long-term incentive compensation, the Participant will receive, as soon as administratively practicable following each successive BVU Payment Date (but in all events not later than the end of the calendar year in which the
applicable BVU Payment Date occurs), a cash payment equal to the product of (I) one third (1/3) of the pro-rated(2) number of the Book Value Units sourced from the Participants long-term
incentive compensation outstanding at the time of the Participants termination of Employment and (II) the Book Value Per Share as of the fiscal quarter ended on or immediately before the applicable BVU Payment Date. The remainder of the
Participants outstanding Book Value Units sourced from the Participants long-term incentive compensation will be forfeited. With respect to the portion of Book Value Units sourced from the Participants annual incentive award, the
Participant will receive payment in respect of such portion of Book Value Units at the same time and in the same amount that would have been payable had the Participant remained in Employment. If the Participant does not execute a Release, all Book
Value Units (whether or not sourced from long-term incentive compensation or annual incentive award) will be forfeited on the last date of Employment.
If the Participant retires after 2016 in circumstances qualifying for Approved Retirement and executes and submits a Release by the date specified by Prudential (and does
not later revoke the Release), the Participant will receive payment in respect of his or her remaining Book Value Units at the same time and in the same amounts that would have been payable had the Participant remained in Employment. If the
Participant does not execute a Release, all Book Value Units will be forfeited on the last date of Employment.
This does not apply to Participants in the European Union who should refer to Schedule 2 for more information.
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Termination for Cause |
|
All outstanding Book Value Units are immediately
forfeited. The Compensation Committee may require the Participant to repay any payment, profit,
gain or other benefit in respect of the Book Value Units or any prior Book Value Units or Awards received within a period of twelve (12) months before the Participants termination of Employment for Cause. If a Participants Employment is
terminated by any member of the Company Group for Cause, the provisions in these Terms relating to termination for Cause will apply notwithstanding any assertion (by the Participant or otherwise) that the Participants Employment was terminated
for any other reason. |
|
|
Death
(while an active employee) |
|
All outstanding Book Value Units become fully vested and
the Participants estate will receive a cash payment equal to the product of (I) the number of such outstanding Book Value Units and (II) the Book Value Per Share as of the fiscal quarter ended on or immediately before the date of the
Participants death. This cash payment will be made as soon as administratively practicable (but not later than 74 days) after the date of the Participants death.
|
|
|
Disability |
|
All outstanding Book Value Units become fully vested and
the Participant will receive a cash payment equal to the product of (I) the number of such outstanding Book Value Units and (II) the Book Value Per Share as of the fiscal quarter ended on or immediately before the Participants termination of
Employment. This cash payment will be made as soon as administratively practicable (but not later than 74 days) after the Participants termination of Employment.
|
(1) |
The treatment of a Participants Award as set forth in this table may be subject to certain restrictions set forth in Part A of these Terms, including the Notice Period requirement under which a Participant is
required to provide advance written notice of the Participants termination of Employment. |
(2) |
Pro-ration is based on the number of months of active service during that year divided by 12. The remaining balance will be forfeited as of the date of retirement. |
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Terms and Conditions of the 2016 Long-Term Incentive Program for Senior Executives |
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15 |
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Book Value Units (Contd)
|
Type of Termination of Employment |
|
Vesting Status |
|
|
Involuntary Termination
for any other reason |
|
If a Participant executes and submits a Release by the
date specified by Prudential (and does not later revoke the Release), a pro-rated(3) number of such Participants then outstanding Book Value Units will vest and the Participant will receive
a cash payment equal to the product of (I) such pro-rated number of such outstanding Book Value Units and (II) the Book Value Per Share as of the fiscal quarter ended on or immediately prior to the Participants termination of Employment. This
cash payment will be made as soon as administratively practicable (but not later than 74 days after the Participants termination of Employment). The remainder of the Participants outstanding Book Value Units will be forfeited. If the
Participant does not execute a Release, all Book Value Units will be forfeited on the last date of Employment. |
|
|
Change of Control |
|
All Book Value Units will become vested and the
Participant will normally receive a payment in cash based on the Book Value Per Share on the fiscal quarter ended on or immediately prior to the Change of Control; unless the entity that acquires control honors, assumes, or substitutes new rights
for the Book Value Units with substantially equivalent or better rights, terms, conditions and values as determined by the Compensation Committee. |
(3) |
Pro-ration is based on the number of months of active service since the Grant Date (or, if less, since the last BVU Payment Date) divided by the remainder of (i) 36 minus (ii) the product of (A) 12 and
(B) the number of anniversaries of the Grant Date that have occurred prior to the date of termination of Employment. The Compensation Committee, in its sole discretion, shall determine the Book Value Units, the Book Value Per Share, and any
amount of payments thereof. |
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Terms and Conditions of the 2016 Long-Term Incentive Program for Senior Executives |
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16 |
SCHEDULE 1
DEFINITIONS
For the purposes of the
Terms, the following words and expressions have the meanings ascribed to them.
Applicable Laws applicable laws, rules and regulations relating to any Awards
made under the Plan or otherwise relating to the Plan.
Approved Retirement termination of a Participants Employment:
(i) |
on or after the Participants normal retirement date or any early retirement date established under any defined benefit pension plan maintained by a member of the Company Group in which the Participant
participates; or |
(ii) |
when the Participant has reached age fifty-five (55) with a minimum of five years service. |
Approved Retirement does not apply to any Participant who has an Agent Emeritus contract with any of Prudentials insurance affiliates
or to a Participant whose Employment is terminated for Cause, even if, in either case, the Participant is receiving retirement benefits or is otherwise eligible for retirement or has satisfied the conditions in (ii) above.
Award the grant of an Option, a Restricted Stock Unit, a Performance Share, or a Performance Unit (including a Book Value Unit), or a combination thereof.
Board the board of directors of Prudential.
Book Value Per Share the equity attributed to Prudential Financial, Inc.,
excluding total accumulated other comprehensive income and the non-economic effects of foreign currency exchange rate remeasurements of non-yen liabilities and assets, as determined based on Prudentials financial statements for the relevant
period and as adjusted by Prudential as it deems appropriate or desirable.
Book Value Unit an award of Performance Units, payable in cash, and valued based on the Book Value Per Share.
BVU Payment Dates the dates on which the continuing service requirement applicable to one-third of the Book Value Units are scheduled to lapse, as specified by the
Compensation Committee at the Grant Date, which occur on the first three anniversaries of the Grant Date.
Cause includes but is not restricted to any of the following (as determined
by the Compensation Committee):
(i) |
dishonesty, fraud or misrepresentation; |
(ii) |
inability to obtain or retain appropriate licenses; |
(iii) |
violation of any rule or regulation of any regulatory agency or self-regulatory agency; |
(iv) |
violation of any policy or rule of Prudential or any member of the Company Group; |
(v) |
commission of a crime; |
(vi) |
breach by a Participant of any covenant or agreement with any member of the Company Group not to disclose or misuse any information pertaining to, or misuse any property of, any member of the Company Group; or
|
(vii) |
any act or omission detrimental to the conduct of the business of any member of the Company Group. |
Change of Control occurs, in general, when:
(i) |
any person or entity outside of Prudential acquires, directly or indirectly, twenty-five percent (25%) or more of the combined voting power of Prudential or of the combined assets of Prudential (and members of the
Company Group); |
(ii) |
the composition of the Board changes over a 24-month period such that the Incumbent Directors no longer constitute a majority of the Board;
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Terms and Conditions of the 2016 Long-Term Incentive Program for Senior Executives |
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17 |
(iii) |
a Corporate Event completes and immediately following completion the shareholders of Prudential immediately before the Corporate Event do not hold, directly or indirectly, a majority of the voting power of, in the case
of (a) a merger or consolidation, the surviving or resulting corporation; (b) a share exchange, the acquiring corporation; or (c) a division or a sale or other disposition of assets, each surviving, resulting or acquiring corporation
which, immediately following the relevant Corporate Event, holds more than twenty-five percent (25%) of the consolidated assets of Prudential immediately before the Corporate Event; or |
(iv) |
any other event that the Board declares to be a Change of Control. |
No change of control
occurs on an underwritten offering of the equity securities of Prudential when no person or entity acquires more than twenty-five percent (25%) ownership in such securities. The Plan document details how a Change of Control will be determined
in various types of acquisitions and corporate reorganization events (including sales of assets), and the Plan documents terms govern any determination that a Change of Control has occurred.
Code the United States Internal Revenue Code of 1986, as amended.
Common Stock a share of Common Stock in Prudential.
Company Group
Prudential and/or its subsidiaries.
Company Group Managers with respect to any Participant, each of the individuals who serve as the head of such Participants business unit
or corporate function and the head of Human Resources for such business unit or corporate function, or his or her respective delegates.
Compensation
Committee the Compensation Committee of the Board, which administers the Plan.
Corporate
Event a merger, consolidation, recapitalisation or reorganisation, share
exchange, division, sale, plan of complete liquidation or dissolution, or other disposition of all or substantially all of the assets of Prudential which has been approved by the shareholders of
Prudential.
Disability
means, with respect to any Participant, long-term disability as defined under the welfare benefit plan maintained by the member of the Company Group in which the Participant
participates and from which the Participant is receiving a long-term disability benefit. In jurisdictions outside the United States where long-term disability is covered by a mandatory or universal program sponsored by the government or an
industrial association, receipt of long-term disability benefit from such a program is considered to have met the disability definition of the Plan.
Dividend
Equivalent an amount paid in lieu of dividends declared on Common Stock during a period that an applicable Award is outstanding.
Employment means employment with any member of the Company Group.
Exercise
Date the date on which an Option is validly exercised.
Expiration
Date the tenth anniversary of the Grant Date and the last date on which an Option can be exercised, unless the Participants Employment ends before the
Expiration Date or a Change of Control occurs.
Grant
Date with respect to an Award, the date on which it is granted under the Plan.
Grant Price
the price set at the Grant Date at which a share of Common Stock can be acquired on exercise of an Option.
Incumbent
Directors with respect to any period of time specified under the Plan for the purposes of determining a Change of Control, the persons who were members of the Board
at the beginning of the period, as well as any director elected to the Board or nominated for election to the Board by a majority of the Incumbent Directors.
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Terms and Conditions of the 2016 Long-Term Incentive Program for Senior Executives |
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18 |
Market Value means,
on any date, the price at which shares of Common Stock were last traded on that date on the New York Stock Exchange or, if there are no transactions on that date, the closing price on the immediately preceding date on which there was a transaction.
For the purposes of determining the taxable income from Options and/or Restricted Stock Units, it should be noted that in some countries there are specific rules that set out how Market Value is determined. Where applicable, any particular rules
should be noted in the country specific Q&As.
Option
a conditional right granted under the Plan to purchase one share of Common Stock in the future at a set price within a set time period specified by the Compensation Committee at the Grant Date.
Participant any employee of a member of the Company Group who holds
an outstanding Award granted under the Plan.
Performance Share
a right to receive a share of Common Stock, conditioned and subject to adjustment upon the achievement of specified performance goals during the applicable performance period, and further subject to satisfaction of the applicable continued service
requirements.
Performance Unit a right to receive cash valued
by reference to a share of Common Stock, conditioned and subject to adjustment upon the achievement of specified performance goals during the applicable performance period, and further subject to satisfaction of the applicable continued service
requirements.
Plan the Prudential Financial, Inc. Omnibus
Incentive Plan, a stock-based compensation plan adopted by the Board and ratified by the shareholders of Prudential in June 2003.
Prudential Prudential
Financial, Inc., a New Jersey corporation, and any successor to Prudential Financial, Inc.
PS/PU Payment Date
the date on which the continuing service requirement applicable to a Performance Share or a Performance Unit is scheduled to lapse, as specified by the Compensation Committee at the Grant Date, which is in the month of February immediately following
the end of the applicable Performance Cycle.
Release a
separation agreement, general release and/or waiver in a form and with terms and conditions (including but not limited to, non-solicitation of employees and business of any member of the Company Group)
satisfactory to Prudential.
Restricted Stock Unit a conditional right (which is subject to forfeiture and transfer restrictions) granted under the Plan to receive one share of Common Stock at the end of a period of time specified by the Compensation Committee at
the Grant Date.
RSU Payment Date the date on which the
continuing service requirement applicable to a Restricted Stock Unit is scheduled to lapse, as specified by the Compensation Committee at the Grant Date, which is the third anniversary of the Grant Date.
Section 409A Section 409A of the Code, including any
regulations issued under Section 409A.
Vest when an Option can be exercised, or a Participant is entitled to receive (i) Common Stock under a Restricted Stock Unit, (ii) Common Stock under a Performance Share, (iii) cash under a
Performance Unit, or (iv) cash under a Book Value Unit, as appropriate, and Vested and Vesting will be construed accordingly.
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Terms and Conditions of the 2016 Long-Term Incentive Program for Senior Executives |
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19 |
SCHEDULE 2
COUNTRY SPECIFIC
VARIATIONS
NOTICE
PERIOD
The notice period requirement set forth in Section 6(e) of this document applies only to Participants who are employed in the United
States.
DATA PROTECTION (Applicable to all countries other than the United States)
A Participant agrees by accepting an Award to permit Prudential to process personal data and sensitive personal data about the Participant in connection with
the Plan. Such data includes, but is not limited to, the information provided in the Participants grant documents and any changes thereto, other appropriate personal and financial data, and information about the Participants
participation in the Plan and shares granted under the Plan from time to time (collectively, Personal Data). A Participant consents to Prudential processing and transferring any Personal Data outside the country in which the Participant works
or is employed to the United States and any other third countries. The legal persons for whom Personal Data is intended include Prudential and any member of the Company Group, any plan administrator selected by Prudential from time to time, and any
other person or entity that Prudential involves in the administration of the Plan. Prudential will take all reasonable measures to keep Personal Data, confidential and accurate. A Participant can access and correct their Personal Data by contacting
their human resources representative. A Participant understands and agrees that the transfer of information is important to the administration of the Plan and failure to consent to the transmission of that information may limit their ability to
participate in the Plan.
THE EUROPEAN UNION
The provisions in these Terms relating to the impact of the termination of a Participants Employment due to retirement will not apply to Participants in
the European Union due to the Applicable Laws relating to age discrimination.
JAPAN
The following term will also apply:
If a Participant is an
executive officer subject to the reporting requirements under Section 16(a) of the U.S. Securities Exchange Act of 1934, as amended (Executive Officers), or has otherwise been identified as a senior officer subject to the Share Ownership
Guidelines as amended by the Board from time to time (Guidelines), then the Participant agrees to retain ownership of 50% of the net shares of Common Stock (after payment of the Grant Price, if any, and applicable fees and taxes) acquired on
exercise of an Option or the vesting of an Award until the first anniversary of the acquisition of that Common Stock. For senior officers who are not Executive Officers: these guidelines will cease to apply once the Participant has satisfied the
Guidelines or, if earlier, upon termination of the senior officers Employment. Once the Participant has satisfied this holding period, the Participant may dispense of any shares of Common Stock held in excess of the Guidelines, subject to the
Personal Securities Trading Policy, including the Reporting Responsibilities and Procedures for Section 16 Officers and Directors and Control Persons of Prudential as then in effect.
UNITED KINGDOM
Restricted Stock Units,
Options and Performance Shares section 431(1) election
A Participant is required to enter into with his or her employer a legally
enforceable joint election, approved by HMRC under section 431(1) of the Income Tax (Earnings and Pensions) Act 2003 (the Election), within thirty (30) days of the first grant of Awards of Restricted Stock Units, Options or
Performance Shares (or at such other time as required by his or her employer but so that the joint election is legally enforceable and valid). The Election dis-applies, for the purpose of UK income tax only, all of the restrictions attaching to the
restricted stock the Participant acquires on the vesting of Restricted Stock Units or Performance Shares or on the exercise of Options granted to such Participant at any time after the election is made, with the restrictions continuing to apply in
all other respects and for all other purposes.
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Terms and Conditions of the 2016 Long-Term Incentive Program for Senior Executives |
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Tax-Advantaged Stock Options
The Options will be subject to the Terms (as modified below) and the terms and conditions set out in the Prudential Financial, Inc. 2007 HMRC Approved Sub-Plan
to the Prudential Financial, Inc. Omnibus Incentive Plan (the Sub-Plan). Term 2 of Part C will not apply to Participants granted tax-advantaged options in the UK, but the following will apply:
The method of exercise of your Options under the Sub-Plan is a cash exercise, which lets you receive stock, after paying the Grant Price, applicable
taxes and fees, in cash. Any other method will result in an exercise that will not be considered tax-advantaged under the Sub-Plan.
In the table in
Term 4, the Type of Termination headed Approved Retirement will not apply.
Term 6 of Part A and the final paragraph of Term 13 of Part A will not
apply.
UNITED STATES
Stock
Options for executives subject to the reporting requirements under Section 16(a) of the U.S. Securities Exchange Act of 1934, as amended, section 2 of Part C will not apply to executives but the following will apply.
An Option may be exercised by the Participant:
(i) |
paying in cash the Grant Price and any applicable taxes and fees (Cash Exercise); or |
(ii) |
directing the immediate sale of sufficient shares of Common Stock acquired on exercise necessary to pay the Grant Price and any applicable taxes and fees and receive the remaining shares of Common Stock
(Sell to Cover). |
The following term will also apply:
If a Participant is an executive officer subject to the reporting requirements under Section 16(a) of the U.S. Securities Exchange Act of 1934, as amended
(Executive Officers), or has otherwise been identified as a senior officer subject to the Share Ownership Guidelines as amended by the Board from time to time (Guidelines), then the Participant agrees to retain ownership of 50% of the
net shares of Common Stock (after payment
of the Grant Price, if any, and applicable fees and taxes) acquired on exercise of an Option or the vesting of
an Award until the first anniversary of the acquisition of that Common Stock. For senior officers who are not Executive Officers, these guidelines will cease to apply once the Participant has satisfied the Guidelines or, if earlier, upon termination
of the senior officers Employment. Once the Participant has satisfied this holding period, the Participant may dispense of any shares of Common Stock held in excess of the Guidelines, subject to the Personal Securities Trading Policy,
including the Reporting Responsibilities and Procedures for Section 16 Officers and Directors and Control Persons of Prudential as then in effect.
All Restricted Stock Units, Book Value Units, Performance Shares or Performance Units granted under the 2016 Long-Term Incentive Program
to a Participant who is a covered employee under Code Section 162(m) are subject to the additional requirement that the maximum aggregate amount payable to such a Participant in respect of such Awards may not exceed six-tenths of
one percent (0.6%) of Adjusted Operating Income (as defined in the Plan) for the most recently reported year ending December 31st before the year payment is made in respect of such Awards. Notwithstanding any provision in these Terms to the
contrary, if a Participant is a covered employee within the meaning of Code Section 162(m), (1) any pro-rated payment the Participant would otherwise be entitled to receive under and subject to the otherwise applicable conditions
set forth herein in connection with (i) an Approved Retirement or (ii) an Involuntary Termination other than for Cause, Approved Retirement, Death or Disability, will nonetheless be subject to the satisfaction of the condition set forth in
the immediately preceding sentence, and, in addition, payment in respect of any Award on account of any Involuntary Termination described in subclause (ii) will not be made until after the close of the calendar year in which such Involuntary
Termination of Employment occurs (but not later than March 15 of such subsequent calendar year), and (2) and if such Participant is granted Restricted Stock Units, any Dividend Equivalents credited on the Restricted Stock Units based on
any regular cash dividends declared on Common Stock from the Grant Date until the RSU Payment Date (or until the date of forfeiture, as applicable, if sooner) will become vested at the same time and subject to
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21 |
the same conditions as apply to the underlying Restricted Stock Units and will be payable in cash as soon as
administratively practicable after shares of Common Stock are delivered in respect of the corresponding vested Restricted Stock Units.
California
Employees: Section 6(b) of these Terms will not apply to a Participant during the time period a Participant works in California, except to the extent Section 6(b)(i) prevents the Participant from soliciting, either directly or
indirectly, any employee of the Company Group (other than the Participants administrative assistant) to terminate his or her relationship with the Company Group, for Participants own benefit or for the benefit of any other person or
entity, which shall remain in full force and effect. Likewise, Section 6(e) of these Terms shall not apply to a Participant during the time period the Participant works in California, to the extent it is
not permitted by California law. Further, notwithstanding any provision in Section 6(e) to the contrary,
during the time period a Participant works in California, the Company Group or Company Group Managers shall not pursue, and a Participant who works in California shall not consent to, the issuance of an injunction or a temporary restraining order
under Section 6(e). Notwithstanding the foregoing, during the time period a Participant works outside of California, Sections 6(b) and (e) of these Terms shall apply.
The immediately preceding paragraph shall also apply to the Terms and Conditions applicable to all prior Awards granted under the Plan and provisions therein
comparable to Section 6(b) to the extent that such provision prohibits post-termination hiring of an employee of the Company Group or post- Employment competition with the Company Group.
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Terms and Conditions of the 2016 Long-Term Incentive Program for Senior Executives |
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SCHEDULE 3
NOTICE PERIODS
The Notice Period
required to be provided by a Participant under Section 6(e) of this document(1) is determined by their business unit/corporate function and position as of the date that they provide the
written notice of the resignation of their Employment, as follows:
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Business Unit/ Corporate
Center |
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Participants with the Following Grade
Level or Equivalent Designation Levels(2)
|
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Notice Period(5) |
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PGIM/lnternational
Insurance |
|
Grades 07P(3), 07A; Levels 540, 550, 790(4) |
|
60 days |
|
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PGIM/International Insurance |
|
Grades 03P-06P; Levels 560, 56A, 790-MD, AMS |
|
90 days |
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All others |
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Grade 06P; Level 560 |
|
30 days |
|
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All others
|
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Grades 01P-05P; Level 56A
|
|
60 days
|
(1) |
The notice period requirement set forth in Section 6(e) of this document applies only to Participants who are employed in the U.S. |
(2) |
The equivalent designation levels provided is not an exhaustive list. Other equivalent grade levels may be subject to the Notice Period required under Section 6(e) of this document. The equivalent designation
levels may be subject to change at the discretion of the Company Group or the Company Group Managers, as applicable. |
(3) |
Grade 07P other than Director title. |
(4) |
Level 790 other than Managing Director (MD) title. |
(5) |
The Notice Period commences as of the date written notice is received by the Participants manager. |
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SCHEDULE 4
FORM FOR DECLINING AN AWARD
If you
wish to decline the grant of the Restricted Stock Units, the Options, the Performance Shares, the Performance Units, or the Book Value Units, as applicable, granted to you pursuant to the 2016 Long-Term Incentive Program under the Prudential
Financial, Inc. Omnibus Incentive Plan, you should complete and return this form by facsimile on or before the date three weeks after the Grant Date to Stock Plan Administration at (973) 367-8251 or by certified mail with return receipt,
postmarked on or before the date three weeks after the Grant Date to Stock Plan Administration, 751 Broad Street, 18th Floor, Newark, New Jersey 07102. Please note that if you decline the grant of an Award, that Award (including, but not limited to,
any rights, payments, interests or benefits you have or may have under, related to or associated with, that Award) will be cancelled and terminated immediately.
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I,........................................................................................................................................, hereby decline the grant of: |
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Check as appropriate
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(i) |
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all of the Restricted Stock Units;
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¨
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(ii) |
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all of the Options; |
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(iii) |
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all of the Performance
Shares; |
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(iv) |
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all of the Performance Units;
and/or |
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(v) |
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all of the Book Value
Units |
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granted to me in 2016 under the terms of the Prudential Financial, Inc. Omnibus Incentive Plan.
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Signed ...................................................................... |
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Dated ........................................................................ |
EMPL-D6037
EE GR. 1-4 Non-FL
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Terms and Conditions of the 2016 Long-Term Incentive Program for Senior Executives |
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Exhibit 99.1
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For Immediate Release |
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Contact: Scot Hoffman |
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February 9, 2016 |
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(973) 802-2824 |
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scot.hoffman@prudential.com |
Prudential Financial, Inc. appoints three new members
to its Board of Directors
Peter Rupert Lighte, George Paz and Michael A. Todman elected as independent directors, as the company plans for departure of two board
members
NEWARK, N.J. Prudential Financial, Inc. (NYSE: PRU) announced today that it has elected
three new independent directors to its Board of Directors:
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Peter Rupert Lighte, former vice chairman of J.P. Morgan Corporate Bank and founding chairman of JPMorgan Chase Bank, China; |
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George Paz, chairman and CEO of Express Scripts; and |
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Michael A. Todman, former vice chairman of the Whirlpool Corporation. |
The
appointment of the new directors comes as two current members will not stand for re-election, having attained the maximum age for board service.
We are delighted to welcome Peter, George and Michael to our board, said John Strangfeld, chairman and CEO of
Prudential. Our commitment to strong corporate governance ensures that we maintain a roster of directors with relevant yet diverse viewpoints and experience, positioning the board to provide thorough and effective oversight to the company.
Our three new directors bring a wealth of experience. With his distinguished career as a global financial services
executive in China, Japan and London, Peter will provide invaluable guidance, particularly regarding our international businesses. With his years of experience as the head of a public company and keen financial acumen, George brings strong
leadership and a focus on performance. Michael also brings extensive experience leading international operations, as well as insights garnered from a long career spent supporting companies in their global growth. We are pleased and proud to welcome
all of them to Prudentials Board.
(more)
Page 2
The appointments of Lighte and Todman are effective on March 8, 2016; the appointment of Paz is effective on March 9,
2016.
Peter Rupert Lighte
From 2010 to 2014, Lighte served as vice chairman of the J.P. Morgan Corporate Bank, China, and was the founding chairman of
the JPMorgan Chase Bank, China, from 2007 to 2010. Prior to that, he headed the companys International Client Coverage for Treasury and Securities Services for Europe, and was instrumental in reestablishing its corporate bank in London. Lighte
also served as president of Chase Trust Bank in Tokyo and as a director of Manufacturers Hanover Limited in London, where he covered the Far East and Australia. He was also the founding representative in Beijing of Manufacturers Hanover Trust
Company.
Lighte holds a PhD. in East Asian studies from Princeton University, where he is on the governing board of the
Association of Graduate Alumni, and a Bachelor of Arts degree from the Elliott School of International Affairs at George Washington University, where he is a member of their board of advisors. He also serves on the boards of two non-profit
organizations, the Council on International Educational Exchange, and Half The Sky Foundation. In addition, Lighte has taught Asian history and philosophy at a number of colleges, including Middlebury College and the University of Santa Clara.
George Paz
Paz joined Express Scripts in 1998 as senior vice president and chief financial officer, becoming president in 2003. In 2005,
he was named CEO and in 2006 was elected chairman of the board. Under his oversight, Express Scripts completed a number of strategic acquisitions that accelerated its growth significantly, and the company is now the nations leading pharmacy
benefit manager. Paz will retire as CEO of Express Scripts in May 2016, remaining its non-executive chairman.
Before
joining Express Scripts, Paz was a partner at Coopers and Lybrand, LLP, where he led the firms insurance practice. From 1993 to 1995, he served as executive vice president and chief financial officer for Life Partners Group, where he was
responsible for a variety of functions, including financial reporting, actuarial valuations, shareholder relations, and state insurance and agency relationships.
(more)
Page 3
In 2012, Paz was appointed to a three-year term on the board of directors of the Federal Reserve Bank of St. Louis, and served
as its chairman in 2015. Since 2008, he has served on the board of directors of Honeywell, Inc., where he chairs the Audit Committee and is a member of the Corporate Governance and Responsibility Committee. Paz holds a Bachelor of Science degree in
business administration and accounting from the University of Missouri- St. Louis. He is a certified public accountant and a member of the American Institute of Certified Public Accountants.
Michael A. Todman
Todman retired in December 2015 from his position as vice chairman of the Whirlpool Corporation, a role he had held since
November 2014. Prior to that assignment, he was president of Whirlpool International since 2010, a position he held previously from January 2006 to June 2007. Between his international roles, Todman served as president, Whirlpool North America. He
became a member of the board of directors of Whirlpool Corporation in 2006. He also served as president of Whirlpool Europe. Prior to joining Whirlpool in 1993, Todman held a variety of leadership positions at Wang Laboratories Inc., and Price
Waterhouse and Co.
Todman serves on the board of directors of both Newell-Rubbermaid and Brown-Forman Corporation. He is a
member of the Loyola University Council of Regents. He holds a Bachelors degree in business administration from Georgetown University.
Prudential Financial, Inc. (NYSE: PRU), a financial services leader with more than $1 trillion of assets under management as of
September 30, 2015, has operations in the United States, Asia, Europe and Latin America. Prudentials diverse and talented employees are committed to helping individual and institutional customers grow and protect their wealth through a
variety of products and services, including life insurance, annuities, retirement-related services, mutual funds and investment management. In the U.S., Prudentials iconic Rock symbol has stood for strength, stability, expertise and innovation
for more than a century. For more information, please visit http://www.news.prudential.com/.
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