The Company evaluates its strategy and capital allocation framework on an ongoing basis. This evaluation also takes into
account the perspectives of the Companys shareholders, whose views are actively elicited, sought and received as a result of the Companys shareholder engagement efforts.
Over a seven-month period, the Board and management extensively reviewed various capital allocation strategies and thoroughly considered the Greenlight
Proposal, as well as the perspectives of other shareholders. In addition to the Greenlight Proposal, the Board considered other changes to the Companys capital allocation strategy, including changes to the pacing and/or nature of return of
capital to shareholders and the issuance or distribution of preferred or other securities. Following such review, the Board reaffirmed that the Companys current capital allocation strategy, which includes investing in higher-return business
opportunities, retaining a strong investment grade balance sheet, maintaining a target cash balance of $20 billion, and returning all remaining free cash flow to shareholders through dividends and share repurchases, is in the best interests of the
Company and its shareholders.
In January 2017, under this framework, the Board approved the repurchase of up to an additional $5 billion of the
Companys common stock with no expiration date, in addition to completing the remaining portion of previously announced repurchase programs. On March 6, 2017, as part of the Companys announcement of the sale of its Opel/Vauxhall
subsidiary and GM Financials European operations, the Company announced that it would lower the cash balance requirement under its capital allocation framework by $2 billion, which it intends to use to accelerate share repurchases under these
programs, subject to market conditions. The Company will continue to evaluate its capital allocation program regularly and consider the perspectives of the Companys shareholders in doing so.
The summary below of the significant number of material contacts between the Company and Greenlight is intended to provide context to shareholders with
respect to the Greenlight Proposal and Greenlights director nominees. During the period outlined below, the Company also engaged with other shareholders and took into account their perspectives in coming to the determinations reached by the
Companys Board and management team concerning the Companys capital allocation strategy and, as a result, the Greenlight Proposal, as described above.
ITEM NO. 6
SHAREHOLDER PROPOSAL REGARDING INDEPENDENT BOARD CHAIRMAN
James McRitchie, 9295 Yorkship Court, Elk Grove, CA 95758, owner of approximately 50 shares of Common
Stock, and James Dollinger, 6193 Stonegate Parkway, Flint, MI 48532, owner of approximately 50 shares of Common Stock, have given notice that they intend to present for action at the annual meeting the following shareholder proposal:
Shareholders request our Board of Directors to adopt as policy, and amend our governing documents as necessary, to require the Chair of the Board of
Directors, whenever possible, to be an independent member of the Board. The Board would have the discretion to phase in this policy for the next CEO transition, implemented so it did not violate any existing agreement. If the Board determines that a
Chair who was independent when selected is no longer independent, the Board shall select a new Chair who satisfies the requirements of the policy within a reasonable amount of time. Compliance with this policy is waived if no independent director is
available and willing to serve as Chair. This proposal requests that all the necessary steps be taken to accomplish the above.
Caterpillar reversed
itself by naming an independent board chairman in October 2016. Caterpillar had opposed a shareholder proposal for an independent board chairman as recent as its June 2016 annual meeting. Wells Fargo also reversed itself and named an independent
board chairman in October 2016.
According to Institutional Shareholder Services 53% of the Standard & Poors 1,500 firms separate
these 2 positions 2015 Board Practices, April 12, 2015. This proposal topic won 50%-plus support at 5 major U.S. companies in 2013 including 73%-support at Netflix.
It is the responsibility of the Board of Directors to protect shareholders long-term interests by providing independent oversight of management. By
setting agendas, priorities and procedures, the Chairman is critical in shaping the work of the Board.
Having a board chairman who is independent of
management is a practice that will promote greater management accountability to shareholders and lead to a more objective evaluation of management.
A
number of institutional investors said that a strong, objective board leader can best provide the necessary oversight of management. Thus, the California Public Employees Retirement Systems Global Principles of Accountable Corporate
Governance recommends that a companys board should be chaired by an independent director, as does the Council of Institutional Investors. An independent director serving as chairman can help ensure the functioning of an effective board.
Please vote to enhance shareholder value: Independent Board Chairman Proposal 6.
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88
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ITEM NO. 6
SHAREHOLDER PROPOSAL REGARDING INDEPENDENT
BOARD CHAIRMAN
The Board of Directors recommends a vote
AGAINST
this proposal for the following
reasons:
Your Board believes it is in the best interests of the Company and its shareholders
for the Board to have flexibility in determining the leadership structure of the Board.
The policy advocated by this
proposal would take away the Boards discretion to evaluate and change its leadership structure. Your Board believes that the Company and its shareholders are best served when the Board has the flexibility to choose the most appropriate Board
leadership structure at the relevant time and the most qualified individual to serve as Chairman. The Board retains the authority to separate the positions of Chairman and CEO and to elect an independent Chairman if it deems such action appropriate.
While the Board has in the past and may again in the future determine that the interests of the Company would be best served by separating the roles of Chairman and CEO, the Board believes that, a combined role best serves the Company at this time,
coupled with an independent director who serves as the Boards Lead Director, with broad authority and responsibility over Board governance and operations. The Board made this decision following an annual assessment of the Companys
corporate governance structure. The Board believes that having a combined Chairman and CEO along with a strong Independent Lead Director provides an efficient and effective leadership structure.
Your Board believes that Mary Barras service as Chairman & CEO provides a clear and unified strategic vision for GM
during a time of unprecedented industry change.
As further described under Board Leadership Structure beginning
on page 28 in this Proxy Statement, the Board determined that its current leadership structure facilitates the Boards oversight role by providing a clear and unified strategic vision for GM during a time of unprecedented industry change. As
the individual with primary responsibility for managing the Company, Ms. Barras in-depth knowledge of GMs businesses and understanding of day-to-day operations brings focused leadership to your Board. The structure also reinforces
accountability for the Companys performance and provides continuity for employees, shareholders and external stakeholders.
Ms. Barras Board leadership is complimented by a strong Independent Lead Director.
Our Bylaws and Corporate Governance Guidelines provide that the independent directors will annually elect a Lead Director from among the
independent directors serving on the Board whenever the Chairman is not an independent
director. The Board recognizes the importance of strong independent leadership on the Board and believes that as the Independent Lead Director, Mr. Solso provides leadership and oversight
for shareholders, including focus on strategic oversight, compliance, governance and CEO succession planning. The specific duties of the Independent Lead Director are discussed on page 29 in this Proxy Statement.
GMs Strong Corporate Governance Practices reinforce management accountability.
In addition to the Independent Lead Director role, the Board has in place other mechanisms to reinforce management accountability with
meaningful independent oversight, including: executive sessions at most Board meetings without management present, key Board committees composed exclusively of independent directors, and directors unrestricted access to management and
independent advisors.
The Board regularly seeks and considers feedback from shareholders on the Companys leadership structure.
The Board recognizes the importance of the Companys leadership structure to our shareholders and regularly receives
feedback on this topic through direct engagement. A significant majority of GMs institutional shareholders with whom the Board has engaged have expressed confidence in the current Board leadership structure, reflecting the opinion that there
is no one size fits all solution, and that boards should maintain discretion as to its leadership structure based on a companys circumstances at any point in time.
The Boards belief in the importance of retaining the flexibility to determine the best leadership structure is consistent
with the policies and practices at other large companies.
According to Shearman & Sterlings 2016 Corporate
Governance & Executive Compensation Survey of the 100 largest U.S. public companies, only 12 companies have a policy that requires separate individuals to serve as chairman and CEO, while the overwhelming majority of corporate polices
provide boards flexibility to separate or combine the positions. These statistics support your Boards strongly held view that it should retain the flexibility to determine the Board leadership structure that will best serve the interests of
the Company and its shareholders at the relevant time.
Therefore, your Board of Directors recommends a vote
AGAINST
this shareholder proposal.
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89
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ITEM NO. 7
GREENLIGHT PROPOSAL REGARDING CREATION OF DUAL-CLASS COMMON STOCK
Greenlight Capital, c/o Greenlight Capital, Inc., 140 East
45
th
St., 24
th
Floor, New York, NY 10017, record holder of 1,000 shares of common stock, has given notice that it intends to present the
following proposal at the Annual Meeting:
WHEREAS, Greenlight Capital, Inc. (Greenlight Capital) is a long-term shareholder of the
Company and believes that the Companys existing common stock trades at a discount to its intrinsic value because the equity market is not appropriately assessing the Companys dividend;
WHEREAS, Greenlight Capital has a proposal that would unlock substantial long-term shareholder value for all of the Companys shareholders without
changing the Companys business strategy or capital allocation priorities, and without affecting other stakeholders;
WHEREAS, Greenlight
Capitals proposal involves the creation of a second class of common stock (the Dividend Shares) and a distribution of the Dividend Shares to the
Companys existing shareholders at no cost. The Dividend Shares would trade separately from the existing common stock (the Capital Appreciation Shares). The Company would
continue to pay quarterly dividends at the current annual rate of $1.52 per share to holders of the Dividend Shares. The Capital Appreciation Shares would continue to participate in all of the Companys residual earnings, share buybacks and
future growth;
RESOLVED, that the shareholders of the Company request that the Board of Directors take the steps necessary (other than steps that
must be taken by shareholders) to create and distribute a second class of common stock directly to the Companys shareholders at no cost, which second class of common stock would trade separately from the existing common stock and continue to
pay quarterly dividends at an annual rate of $1.52, in order to unlock significant shareholder value.
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90
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ITEM NO. 7
GREENLIGHT PROPOSAL REGARDING CREATION OF DUAL-CLASS COMMON STOCK
The Board of Directors recommends a vote
AGAINST
this proposal for the following
reasons:
Your Board of Directors and management have evaluated Greenlights proposal
thoroughly, including consultations with credit rating agencies and the independent analyses of three top-tier investment banks and other advisers. The proposal contemplates that the current dividend on the Companys existing common stock
should cease and a new, additional class of common stock so called Dividend Shares should be distributed. The Dividend Shares would be exclusively entitled to a fixed dividend at the current amount in perpetuity, but would
not share in future earnings upside and would have limited downside protection against negative risk. Dividends or share repurchases on our common shares could not occur before all dividends on the Dividend Shares, both past and current, had been
paid, making the dividend payable on the Dividend Shares cumulative and significantly limiting our financial flexibility. We believe this speculative and unproven change in capital structure would create significant additional risks for GMs
shareholders and its business. Accordingly, the Board believes that the proposal to create a dual-class share structure is not in the interests of GM and its shareholders.
Solid financial performance and thoughtful capital allocation rather than untested financial engineering are the keys to
creating and unlocking value for all of GMs shareholders. We believe GM has a compelling track record of strong financial performance and prudent capital allocation, resulting in three years of record results and significant return of capital
to shareholders. For the 2016 calendar year, GMs total shareholder return was 7.5%, leading all major global automotive manufacturers. GM has delivered on its financial commitments and returned significant capital to investors. GM expects to
repurchase approximately $5 billion of shares in 2017 alone and from 2012 through the end of 2017, GM will have returned approximately $25 billion in cash to our shareholders, representing more than 90% of its adjusted automotive free cash flow over
the same period.
Management and your Board regularly review the Companys capital allocation framework and have conducted an
extensive review of various alternative capital allocation strategies, including thorough consideration of the changes proposed by Greenlight, changes in the pacing and/or nature of return of capital to shareholders and the issuance or distribution
of preferred or other securities. We believe the Companys existing capital allocation framework is the right one to deliver sustainable value for GM shareholders. The proposed dual-class common stock structure would have no positive effect on
GMs underlying business or cash flows, and therefore would not create additional intrinsic value.
We believe eliminating
the dividend on GMs existing common stock and the implementation of the Dividend Shares would lead to selling by many of the Companys current owners.
Under Greenlights proposal, the dividend on GMs existing common stock would
be eliminated and GM would have to be current on the fixed dividend payment to the new Dividend Shares before paying a dividend on or repurchasing shares of the existing common stock. Additionally, Greenlights prior proposals to the Company
indicate that the holders of Dividend Shares would have the right to veto change of control transactions. We believe that these terms would make the existing common stock less attractive to buyers and significantly weaken demand, leading to selling
by many of the Companys institutional owners and causing concern and confusion among retail holders, resulting in downward pressure on our share price and total shareholder return.
We believe distributing a large volume of an unprecedented security such as the Dividend Shares, which have no established market
depth or liquidity, would likely also lead to selling pressure on the Dividend Shares.
In its presentations to the Company,
Greenlight has acknowledged that there is no perfect precedent for the Dividend Shares. In fact, we believe there is no precedent at all and, therefore, the Dividend Shares would not have a natural investor base. We also believe that
retail investor demand is unlikely to offset the lack of equity income fund demand due to the unprecedented size of the proposed distribution. Therefore, we believe the pricing and market for the Dividend Shares would be highly uncertain, resulting
in likely depressed pricing for the new security.
We believe implementing a dual-class share structure would lead to a loss
of GMs investment grade credit rating, impacting GMs overall cost of capital and enterprise risk profile, including GMs ability to execute its captive finance strategy, access capital markets efficiently, and execute revolver
renewals.
In our view, maintaining a strong investment grade balance sheet is critical to GMs success. We believe
that the creation and distribution of Dividend Shares would result in adverse credit ratings actions, including a likely downgrade to non-investment grade. A non-investment grade credit rating would have an approximately $1 billion EBT impact on GM
Financial, put $1 billion of profit at risk for the automotive company and necessitate approximately an additional $5-10 billion of cash on the GM balance sheet. Such a downgrade would also significantly impact GMs overall cost of capital and
enterprise risk profile. Among other things, this would have a material impact on GMs successful captive finance strategy, including GM Financials ability to originate loans during times of market stress, and GMs ability to access
the capital markets quickly and efficiently. A downgrade could also undermine GMs ability to execute revolver renewals.
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91
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ITEM NO. 7
GREENLIGHT
PROPOSAL REGARDING CREATION OF DUAL-CLASS COMMON STOCK
We believe the proposed dual-class structure creates governance challenges,
requiring the Board to consider and respond to divergent expectations and interests of owners of two distinct classes of stock in its strategic and capital allocation decision-making.
In its presentations to the Company, Greenlight has stated that the Board would owe fiduciary duties to both classes of shareholders.
Thus, in making decisions regarding strategy
and capital allocation, the Board would be required to explicitly consider the
divergent interests of investors focused solely on yield and the interests of investors seeking earnings growth and share repurchases. It is likely that the interests of these two different shareholder groups would sometimes conflict, thus placing
the Board in the difficult position of acting in the interests of different constituencies with opposing interests.
We do not
believe the proposed dual-class structure would create additional intrinsic value since the structure has no positive effect on GMs underlying business or cash flows.
Dividend Shares are an unproven concept and would be solely an exercise in financial engineering. In its presentations to the Company,
Greenlight has acknowledged that the dual-class structure would do nothing to change GMs intrinsic value (
i.e.
, would not improve underlying operating performance). We do not
believe there is any evidence that the distribution of Dividend Shares would create any value for the Company or our shareholders and, because of the risks outlined above, we believe the
distribution could destroy value.
By Greenlights own admission in its materials, there is no established precedent for
its proposal and any resulting value creation is opinion and is not provable. Your Board does not believe that GMs shareholders should be the experiment for such an unprecedented and untested capital structure as Greenlight
proposes.
Therefore, your Board of Directors recommends a vote
AGAINST
this shareholder proposal.
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92
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QUESTIONS AND ANSWERS
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93
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QUESTIONS AND ANSWERS
1.
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How does the Board of Directors recommend that I vote on matters to be considered at the Annual Meeting and what is the vote required to approve each proposal?
|
The following table sets forth how the Board
of Directors recommends that you vote, the vote required for approval and the effect of abstentions and broker non-votes for each of the following Agenda Items for the Annual Meeting.
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Agenda
Item
|
|
Description
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Board
Recommendation
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Vote Required for Approval
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Effect of Abstentions
and Broker Non-Votes
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1
|
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Election of directors
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FOR ALL
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This years
election will be considered contested, so plurality voting will apply. The 11 nominees receiving the greatest number of votes cast for their election will be elected as directors.
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Abstentions and broker non-votes (if any) will have no effect on the outcome of the
vote.
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2
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Approval of, on an advisory basis, NEO compensation
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FOR
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The majority of votes cast of shares present in person or by proxy and entitled to
vote.
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Abstentions have the
same effect as a vote against.
Broker non-votes have no effect on the outcome
of the vote.
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3
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Approval of the General Motors Company 2017 Short-Term Incentive Plan
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FOR
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The majority of votes cast of shares present in person or by proxy and entitled to
vote.
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Abstentions have the
same effect as a vote against.
Broker non-votes have no effect on the outcome
of the vote.
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4
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Approval of the General Motors Company 2017 Long-Term Incentive Plan
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FOR
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The majority of votes cast of shares present in person or by proxy and entitled to
vote.
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Abstentions have the
same effect as a vote against.
Broker non-votes have no effect on the outcome
of the vote.
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5
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Ratification of the selection of Deloitte & Touche LLP as the Companys
Independent registered public accounting firm for 2017
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FOR
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The majority of votes cast of shares present in person or by proxy and entitled to
vote.
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Abstentions have the
same effect as a vote against.
NYSE rules permit brokers to vote uninstructed
shares at their discretion on this proposal to the extent that Greenlight does not mail beneficial owners opposition proxy material.
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6
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Shareholder proposal regarding Independent Board Chairman
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AGAINST
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The majority of votes cast of shares present in person or by proxy and entitled to
vote.
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Abstentions have the
same effect as a vote against.
Broker non-votes have no effect on the outcome
of the vote.
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7
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Greenlight proposal regarding creation of dual-class common stock
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AGAINST
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The majority of votes cast of shares present in person or by proxy and entitled to
vote.
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Abstentions have the
same effect as a vote against.
Broker non-votes have no effect on the outcome
of the vote.
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2.
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How can I attend the Annual Meeting?
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Only shareholders and authorized guests of the Company may attend the meeting and all attendees will be required to show a valid form of ID (such as a
government-issued form of photo identification). If you hold your shares in street name (
i.e.
, through a bank or broker), you must also provide proof of share ownership, such as a letter from your bank or broker or a recent brokerage
statement.
Large bags, backpacks and packages, suitcases, briefcases, personal communication devices (
e.g.
, cell phones, smartphones, and
tablets), cameras, recording equipment, and other electronic devices will not be permitted in the meeting, and attendees will be subject to security inspections.
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94
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QUESTIONS AND ANSWERS
3.
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What constitutes a quorum at the Annual Meeting?
|
The presence of the holders of a majority of the outstanding shares of our common stock, in person or by proxy, will constitute a quorum for transacting
business at the Annual Meeting. Abstentions and broker
non-votes
are counted as present for purposes of establishing a quorum at the meeting.
4.
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Are there any other matters to be voted upon at the Annual Meeting?
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Greenlight also intends to nominate a slate of three director nominees for election to the Board, in opposition to the nominees recommended by your
Board. This Proxy Statement and the additional communications that may follow detail your Boards views on Greenlights proposal and director nominees.
5.
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Who is entitled to vote?
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Holders of record of our common stock as of the close of business on April 7, 2017, are entitled to vote at the Annual Meeting.
On that date, the Company had 1,510,395,471 shares of common stock outstanding and entitled to vote. Each share of our common stock entitles the holder to one vote.
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1 : 1
1 SHARE = 1 VOTE
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6.
|
What should I do if I receive a proxy card from Greenlight?
|
Greenlight has notified GM of its intent to nominate a slate of three nominees for election to the Board at the Annual Meeting and to present the
Greenlight Proposal. Also, Greenlight has filed with the SEC preliminary proxy materials indicating its intent to furnish a proxy statement to shareholders of the Company, together with a proxy card. The Company is not responsible for the accuracy
of any information contained in any proxy solicitation materials used by Greenlight or any other statements that it may otherwise make.
The Board unanimously recommends that you disregard any proxy card or solicitation materials that may be sent
by Greenlight. Voting to Withhold on Greenlights proxy card with respect to any Greenlight Nominee is not the same as voting FOR your Boards nominees on the WHITE proxy card or voting instruction form, because a vote to
Withhold with respect to a Greenlight Nominee on its proxy card will revoke any proxy you previously submitted. If you have already voted using Greenlights proxy card, you may change your vote by executing and returning the
enclosed WHITE proxy card or voting instruction form, or by voting by telephone or by Internet by following the instructions provided on the enclosed WHITE proxy card or voting instruction form. Only the latest dated proxy you submit will be
counted. If you have any questions or need assistance voting, please call the Companys proxy solicitor, Innisfree M&A Incorporated (Innisfree) toll free at: (for shareholders within the U.S. or Canada) +1 (877)
825-8964
and (for shareholders outside of the U.S. and Canada) +1 (412)
232-3651.
7.
|
How do I vote without attending the Annual Meeting?
|
When you timely submit your proxy or voting instructions in the proper form, your shares will be voted according to your instructions. You may give
instructions to vote for or withhold voting for the election of all the Board of Directors nominees or any individual nominee and to vote for or against or to abstain from voting on, each of the other matters submitted for voting. If you sign,
date, and return the
WHITE
proxy card or voting instruction form without specifying how you wish to cast your vote, your shares will be voted according to the recommendations of the Board of Directors, as indicated in this Proxy Statement.
8.
|
How can I vote in person at the Annual Meeting?
|
If you are a shareholder of record or a beneficial shareholder, you may vote your shares at the Annual Meeting by completing a ballot at the meeting. If
you are a beneficial shareholder and want to vote your shares in person at the Annual Meeting, you must bring a signed legal proxy form from your broker, bank, or other nominee giving you the right to vote the shares, which must be submitted with
your ballot at the meeting. You will not be able to vote your shares at the meeting without a legal proxy. Accordingly, we encourage you to vote your shares in advance, even if you plan to attend the meeting. Your vote at the meeting will supersede
any prior vote by you.
Even if you plan to participate in the Annual Meeting, we encourage you to vote your shares on a
WHITE
proxy card in
advance by telephone, internet, or by completing and mailing the enclosed proxy card or voting instruction form, so that your vote will be counted if you later decide not to participate in the Annual Meeting.
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95
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QUESTIONS AND ANSWERS
9.
|
How can I change or revoke my proxy or voting instruction?
|
After you have submitted your proxy or voting instructions by internet, telephone, or mail, you may revoke your proxy at any time until it is voted at
the Annual Meeting. If you are a shareholder of record, you may do this by voting subsequently by internet or telephone, submitting a new proxy card with a later date, sending a written notice of revocation to the Corporate Secretary at the address
provided in
How can I obtain the Companys corporate governance information?
on page 98, or by voting in person during the Annual Meeting.
If you are a beneficial shareholder, you may subsequently vote by internet or telephone, or you may revoke your vote through your broker, bank, or other
nominee in accordance with their instructions.
10.
|
Who will count the vote?
|
An independent inspector of election will tabulate the vote at the Annual Meeting.
11.
|
When will the Annual Meeting voting results be announced?
|
We will provide voting results on our website and in a Form
8-K
filed with the SEC.
12.
|
How can I review a list of shareholders entitled to vote at the Annual Meeting?
|
A list of shareholders of record entitled to vote at the Annual Meeting will be available for examination for a purpose that is germane to the meeting at
General Motors Global Headquarters, 300 Renaissance Center, Detroit, Michigan, 48265, for 10 business days before the Annual Meeting between 9:00 a.m. and 5:00 p.m. Eastern Time, and also during the Annual Meeting.
13.
|
What is the difference between a shareholder of record and a beneficial shareholder of shares held in street name?
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SHAREHOLDER
OF RECORD
|
|
If your shares are owned directly in your name in an account with GMs stock transfer
agent, Computershare Trust Company, N.A. (Computershare), you are considered the shareholder of record of those shares in your account.
|
BENEFICIAL
SHAREHOLDER
|
|
If your shares are held in an account with a broker, bank, or other nominee as custodian on your behalf, you are considered a
beneficial shareholder of those shares, which are held in street name. The broker, bank, or other nominee is considered the shareholder of record for those shares. As the beneficial owner, you have the right to instruct the
broker, bank, or other nominee on how to vote the shares in your account.
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14.
|
I am a beneficial shareholder. What happens if I do not provide voting instructions to my broker?
|
As a beneficial shareholder, you
must
provide voting instructions to your broker, bank, or other nominee by the deadline provided in the proxy materials you receive from your broker, bank, or other nominee in order for your shares to be voted the way you would like. A
broker non-vote occurs when a beneficial holder does not provide instructions to a broker, bank or other nominee and such broker, bank or other nominee lacks discretionary voting power to vote shares with respect to a particular
proposal. In uncontested situations, under NYSE rules, brokers are permitted to exercise discretionary voting authority on routine matters, but beneficial shareholders must provide voting instructions with respect to
non-routine
matters. However, the rules of the NYSE governing brokers discretionary authority do not permit brokers to exercise discretionary authority regarding any of the proposals to be voted on at the
Annual Meeting, whether routine or not, in contested elections where brokers receive competing proxy materials. Therefore, and subject to brokers receiving such competing materials, we currently expect that your broker may not vote on
any item considered at the Annual Meeting without your instruction.
In the event that the election of directors becomes uncontested, brokers may be
permitted to exercise voting authority on routine matters.
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96
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QUESTIONS AND ANSWERS
15.
|
What is householding and how does it affect me?
|
The SEC rules permits companies to send a single Proxy Statement and Annual Report or Notice to two or more shareholders that share the same address,
subject to certain conditions. Each shareholder will continue to receive a separate proxy card, voting instruction form, or Notice, and it will include the unique
16-digit
control number, which is needed to
vote those shares and to access and vote during the Annual Meeting. This householding rule will benefit both the shareholders and GM by reducing the volume of duplicate information shareholders receive and reducing GMs printing and
mailing costs.
If you are a registered shareholder with an account at Computershare and one set of these documents was sent to your household for the
use of all GM shareholders in your household and one or more of you would prefer to receive additional sets, or if multiple copies of these documents were sent to your household and you want to receive one set, please contact Computershare by
calling
1-888-8945
or
1-781-575-3334
(from
outside the United States, Canada and Puerto Rico), or by writing to Computershare, P.O. Box 43078, Providence, RI 02940-3078.
If a broker, bank, or
other nominee holds your shares, please contact your broker, bank, or other nominee directly if you have questions about delivery of materials, require additional copies of the Proxy Statement or Annual Report, or wish to receive multiple copies of
proxy materials by stating that you do not consent to householding.
16.
|
How can nominees obtain proxy materials for beneficial owners?
|
Brokers, banks, and other nominees who want a supply of the Companys proxy materials to send to beneficial owners should contact Innisfree M&A
Incorporated toll free at: (for shareholders within the U.S. and Canada) +1 (877)
825-8906
or (for shareholders outside the U.S. and Canada), call: +1 (412)
232-2651.
u
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Shareholder Proposals and Company Information
|
17.
|
What proposals for business may be submitted for consideration at the 2018 Annual Meeting?
|
Rule
14a-8
Proposals for Inclusion in Next Years Proxy Statement
SEC rules and our Bylaws permit shareholders to submit proposals for inclusion in our Proxy Statement if the shareholder and the proposal meet the
requirements specified in SEC Rule
14a-8.
|
|
When to send these proposals.
Any shareholder proposals submitted in accordance with SEC Rule
14a-8
must be received at our principal executive offices no later than 11:59
p.m. Eastern Time on December 14, 2017.
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|
|
Where to send these proposals.
Proposals should be sent by mail to Jill E. Sutton, Corporate Secretary and Deputy General Counsel, General Motors Company, Mail Code
482-C25-D24,
300 Renaissance Center, Detroit, Michigan 48265, or by
e-mail
to
shareholder.relations@gm.com.
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What to include.
Proposals must conform to and include the information required by SEC Rule
14a-8.
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Director Nominees for Inclusion in Next Years Proxy Statement (Proxy Access)
Our Bylaws permit a shareholder or group of shareholders (up to 20) who have owned a significant amount of common stock (at least 3%) for
a significant amount of time (at least three years) to submit director nominees (up to 20% of the Board or two directors, whichever is greater) for inclusion in our Proxy Statement if the shareholder(s) and the nominee(s) satisfy the
requirements specified in our Bylaws.
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When to send these proposals.
Notice of director nominees submitted under these Bylaw provisions must be received no earlier than December 8, 2017, and no later than 11:59 p.m. Eastern Time on
February 6, 2018.
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Where to send these proposals.
Notice should be sent by mail to Jill E. Sutton, Corporate Secretary and Deputy General Counsel, General Motors Company, Mail Code
482-C25-D24,
300 Renaissance Center, Detroit, Michigan 48265, or by
e-mail
to
shareholder.relations@gm.com.
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What to include.
Notice must include the information required by our Bylaws, which are available on our website at
gm.com/investors
, under Corporate Governance.
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QUESTIONS AND ANSWERS
Other Proposals or Nominees for Presentation at Next Years Annual Meeting
Our Bylaws require that any shareholder proposal, including a director nomination, that is not submitted for inclusion in next years Proxy Statement
(either under SEC Rule
14a-8
or our proxy access bylaw), but is instead sought to be presented directly at the 2018 Annual Meeting, must be received at our principal executive offices no earlier than 180 days
and no later than 120 days before the first anniversary of the 2017 Annual Meeting.
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When to send these proposals.
Shareholder proposals, including director nominations, submitted under these Bylaw provisions must be received no earlier than December 8, 2017, and no later than 11:59 p.m.
Eastern Time on February 6, 2018.
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Where to send these proposals.
Proposals should be sent by mail to Jill E. Sutton, Corporate Secretary and Deputy General Counsel, General Motors Company, Mail Code
482-C25-D24,
300 Renaissance Center, Detroit, Michigan 48265, or by
e-mail
to
shareholder.relations@gm.com
.
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What to include.
Notice must include the information required by our Bylaws, which are available on our website at
gm.com/investors
, under Corporate Governance.
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18.
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How can I obtain the Companys corporate governance information?
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You may download a copy of GMs corporate governance documents by visiting our website at
gm.com/investors
, under Corporate
Governance. To request a printed copy of any of these documents, write to Jill E. Sutton, Corporate Secretary and Deputy General Counsel, General Motors Company, Mail Code
482-C25-D24,
300 Renaissance Center, Detroit, Michigan 48265, or send an
e-mail
to
shareholder.relations@gm.com
.
19.
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How can I obtain a copy of the Companys 2016 Annual Report on Form
10-K?
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You may download a copy of our 2016 Annual
Report on Form
10-K
by visiting our website at
gm.com/investors
, under Investor Contacts. Alternatively, you may request a printed copy by writing to Shareholder Relations at General Motors
Company, Mail Code
482-C23-D24,
300 Renaissance Center, Detroit, Michigan 48265 or to
shareholder.relations@gm.com
.
20.
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Who pays for this proxy solicitation and how much did it cost?
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We will pay our cost for soliciting proxies for the 2017 Annual Meeting. General Motors does not expect to pay Greenlights costs for soliciting
proxies for the Annual Meeting. The Company will distribute proxy materials and
follow-up
reminders, if any, by mail and electronic means. We have engaged Innisfree, a professional proxy solicitation firm,
located at 501 Madison Avenue, New York, NY 10022, to assist with the solicitation of proxies and to provide related advice and informational support, for a service fee, plus customary disbursements. We expect to pay Innisfree an aggregate fee,
including reasonable
out-of-pocket
expenses, of up to $2 million, depending on the level of services actually provided. Our aggregate expenses, including those of
Innisfree, related to the solicitation in excess of those normally spent for an annual meeting as a result of the potential proxy contest and excluding salaries and wages of our officers and regular employees, are expected to be approximately
$15.4 million, of which approximately $2.75 million has been spent to date. General Motors has also agreed to indemnify Innisfree against certain liabilities relating to or arising out of its engagement and to reimburse the expenses
incurred by Innisfree in connection with the solicitation. Innisfree expects that approximately 150 of its employees will assist in the solicitation.
GM directors, officers, and employees may also solicit proxies by mail, telephone, or personal visits. They will not receive any additional compensation
for their services. Appendix C sets forth information relating to certain of our directors, officers and employees who are considered participants in this proxy solicitation under the rules of the SEC by reason of their position or
because they may be soliciting proxies on our behalf.
General Motors will provide copies of these proxy materials to banks, brokerage houses,
fiduciaries, and custodians holding in their names shares of our common stock beneficially owned by others so that they may forward these proxy materials to the beneficial owners. As usual, we will reimburse brokers, banks, and other nominees for
their reasonable expenses in forwarding proxy materials to beneficial owners.
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APPENDIX A
GENERAL MOTORS COMPANY
2017 SHORT-TERM INCENTIVE PLAN
Section
1.
Purpose
. The purpose of the General Motors Company 2017 Short-Term Incentive Plan (as
amended from time to time, the
Plan
) is to provide to certain employees of General Motors Company (the
Company
) and its Subsidiaries incentive compensation based upon the achievement of financial, business and
other performance goals. This Plan is also intended to permit the payment of bonuses that may qualify as performance-based compensation under Section 162(m) of the Code to officers and other employees of the Company.
Section
2.
Definitions
. As used in the Plan, the following terms shall have the meanings set forth below:
(a)
Award
means a cash incentive award opportunity granted to a Participant under the Plan with respect to a Performance Period
in accordance with Section 5.
(b)
Beneficiary
means a person designated by a Participant to receive payments that are
available under the Plan in the event of the Participants death.
(c)
Board
means the Board of Directors of the Company.
(d)
Change in Control
means the occurrence of any one or more of the following events:
(i) any Person other than an Excluded Person, directly or indirectly, becomes the beneficial owner (within the meaning of
Rule
13d-3
under the Exchange Act) of securities of the Company constituting more than 40 percent of the total combined voting power of the Companys Voting Securities outstanding;
provided
that if such Person becomes the beneficial owner of 40 percent of the
total combined voting power of the Companys outstanding Voting Securities as a result of a sale of such securities to such Person by the Company or a repurchase
of securities by the Company, such sale or purchase by the Company shall not result in a Change in Control;
provided further
, that if such Person subsequently acquires beneficial ownership of additional Voting Securities of the Company (other
than from the Company), such subsequent acquisition shall result in a Change in Control if such Persons beneficial ownership of the Companys Voting Securities immediately following such acquisition exceeds 40 percent of the total
combined voting power of the Companys outstanding Voting Securities;
(ii) at any time during a period of 24 consecutive
months, individuals who at the beginning of such period constituted the Board and any new member of the Board whose election or nomination for election was approved by a vote of at least a majority of the directors then still in office who either
were directors at the beginning of such period or whose election or nomination for election was so approved (the Incumbent Board), cease for any reason to constitute a majority of members of the Board;
(iii) the consummation of a reorganization, merger or consolidation of the Company or any of its Subsidiaries with any other corporation
or entity, in each case, unless, immediately following such reorganization, merger or consolidation, more than 60 percent of the combined voting power and total fair market value of then outstanding Voting Securities of the resulting
corporation from such reorganization, merger or consolidation is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of the outstanding Voting Securities of the
Company immediately prior to such reorganization, merger or consolidation in substantially the same proportion as their beneficial ownership of the Voting Securities of the Company immediately prior to such reorganization, merger or consolidation;
or
(iv) the consummation of any sale, lease, exchange or other transfer to any Person (other than a Subsidiary or affiliate of the
Company) of assets of the Company and/or any of its Subsidiaries, in one transaction or a series of related transactions within a
12-month
period, having an aggregate fair market value of more than
50 percent of the fair market value of the Company and its Subsidiaries immediately prior to such transaction(s).
Notwithstanding the
foregoing, in no event shall a Change in Control be deemed to have occurred (A) as a result of the formation of a Holding Company, (B) with respect to any Participant, if the Participant is part of a group within the meaning of
Section 13(d)(3) of the Exchange Act as in effect on the date hereof, which consummates the Change in Control transaction, or (C) if the transaction does not constitute a change in ownership, change in effective control,
or change in the ownership of a substantial portion of the assets of the Company for purposes of Section 409A of the Code.
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(e)
Code
means the Internal Revenue Code of 1986, as amended from time to time, and the
rules, regulations and guidance thereunder. Any reference to a provision in the Code shall include any successor provision thereto.
(f)
Committee
means the Executive Compensation Committee of the Board or such other independent committee as may be designated by the Board to perform the functions of the Executive Compensation Committee with respect to this Plan.
(g)
Covered Employee
means an individual who is a covered employee or expected by the Committee to be a covered
employee, in each case within the meaning of Section 162(m) of the Code, for whom the Committee intends an Award to be qualified performance-based compensation under Section 162(m) of the Code.
(h)
Disability
means, with respect to any Participant, such Participants inability upon a Termination of Service to engage in
any gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.
(i)
Effective Date
means June 7, 2017.
(j)
Excluded Person
means (i) the Company, (ii) any of the Companys Subsidiaries, (iii) any Holding Company,
(iv) any employee benefit plan of the Company, any of its Subsidiaries or a Holding Company, or (v) any Person organized, appointed or established by the Company, any of its Subsidiaries or a Holding Company for or pursuant to the terms of
any employee benefit plan described in clause (iv).
(k)
Final Award
means, with respect to a Performance Period, the amount of an
Award that will become payable to a Participant, subject to any additional terms and conditions applicable to the Award, as determined by the Committee under Section 7.
(l) Achievement of
Full Career Status
means a Participants voluntary Termination of Service (i) at the age of 55 or older
with ten or more years of continuous service or (ii) at the age of 62 or older. The chief human resources officer of the Company (or such individual holding comparable roles in the event of a restructuring of positions or
re-designation
of titles) shall have the binding authority to determine how many years of continuous service a Participant has at any given time.
(m)
Holding Company
means an entity that becomes a holding company for the Company or its businesses as part of any reorganization,
merger, consolidation or other transaction, provided that the outstanding shares of common stock of such entity and the combined voting power of the then outstanding Voting Securities of such entity are, immediately after such reorganization,
merger, consolidation or other transaction, beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Voting Securities of the Company outstanding
immediately prior to such reorganization, merger, consolidation or other transaction in substantially the same proportions as their ownership, immediately prior to such reorganization, merger, consolidation or other transaction, of such outstanding
Voting Securities of the Company.
(n)
Incumbent Board
has the meaning assigned to it in Section 2(d).
(o)
Participant
means any employee selected by the Committee to participate in the Plan for a Performance Period.
(p)
Performance Measures
means any one or more of the following performance measures expressed on an absolute or adjusted basis,
applied to either the Company as a whole or to a business unit, Subsidiary or business segment and measured either on an absolute basis or relative to a
pre-established
target, to a previous periods
results or to a designated comparison group, in each case as specified by the Committee: asset turnover, cash flow, contribution margin, cost objectives, cost reduction, earnings before interest and taxes (EBIT), earnings before interest, taxes,
depreciation and amortization (EBITDA), earnings per share, economic value added, free cash flow, increase in customer base, inventory turnover, liquidity, market share, net income, net income margin, operating cash flow, operating profit, operating
profit margin,
pre-tax
income, productivity, profit margin, quality (internal or external measures), return on assets, return on net assets, return on capital, return on invested capital, return on equity,
revenue, revenue growth, stockholder value, stock price, total shareholder return, and/or warranty experience. The Committee may grant Awards subject to performance measures that are intended to constitute qualified performance-based compensation
under Section 162(m) of the Code.
(q)
Performance Period
means the Companys fiscal year, or any other period as determined
by the Committee.
(r)
Person
means any individual or entity, including any two or more Persons deemed to be one
person as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act.
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(s)
Subsidiary
means an entity of which the Company directly or indirectly holds all or a
majority of the value of the outstanding equity interests of such entity or a majority of the voting power with respect to the Voting Securities of such entity. Whether employment by or service with a Subsidiary is included within the scope of this
Plan shall be determined by the Committee.
(t)
Target Award
means the amount that a Participant may earn under an Award if
targeted performance levels are achieved (including corporate and individual performance). Target Awards may be denominated as a percentage of base salary or a dollar amount, or a combination thereof.
(u)
Termination of Service
means, subject to Section 15, the cessation of a Participants employment relationship with the
Company or a Subsidiary such that the Participant is determined by the Company to no longer be an employee of the Company or such Subsidiary, as applicable;
provided, however
, that, unless the Company determines otherwise, such cessation of
the Participants employment with the Company or a Subsidiary, where the Participants employment for the Company continues at another Subsidiary, shall not be deemed a cessation of employment or service that would constitute a Termination
of Service;
provided, further
, that a Termination of Service shall be deemed to occur for a Participant employed by a Subsidiary when the Subsidiary ceases to be a Subsidiary unless such Participants employment continues with the
Company or another Subsidiary. The chief human resources officer of the Company (or such individual holding comparable roles in the event of a restructuring of positions or
re-designation
of titles) shall have
the binding authority to determine whether a Participant has had a cessation of his or her employment with the Company or a Subsidiary.
(v)
Voting Securities
means securities of a Person entitling the holder thereof to vote in the election of the members of the board of directors of such Person or such governing body of such Person performing a similar principal
governing function with respect to such Person.
Section
3.
Eligibility
. Any person who is employed by
the Company or any Subsidiary may be designated by the Committee as a Participant from time to time.
Section
4.
Administration
.
(a) The Plan shall be administered by the Committee. All decisions of the Committee shall be final, conclusive and binding
upon all parties, including the Company, its stockholders and Participants and any Beneficiaries thereof. To the extent permitted by applicable law, the Committee may delegate to one or more members of the Committee or officers of the Company the
authority to administer the Plan, such as authority to establish the terms of Awards, determine Final Awards or take any other actions permitted under the Plan, within any limits established by the Committee, except that such delegation to an
officer of the Company shall not be applicable with respect to any Award for any Participant who is a Covered Employee. Subject to the immediately preceding sentence, the Committee may directly or through its delegate issue rules and regulations for
administration of the Plan.
(b) To the extent necessary or desirable to comply with applicable regulatory regimes, any action by the Committee shall
require the approval of Committee members who are (i) independent, within the meaning of and to the extent required by applicable rulings and interpretations of the applicable stock market or exchange on which any equity securities issued by
the Company are quoted or traded and (ii) independent outside directors pursuant to Section 162(m) of the Code.
(c) Subject to applicable law,
the terms of the Plan, including but not limited to Section 4(a), and such orders or resolutions not inconsistent with the terms of the Plan as may from time to time be adopted by the Board, the Committee or its delegate shall have full power,
discretion and authority to: (i) subject to Section 3, designate eligible individuals who will be Participants; (ii) determine the terms and conditions of any Award; (iii) determine whether, to what extent and under what
circumstances amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the Participant or of the Committee; (iv) interpret and administer the Plan and any instrument or agreement
relating to, or Award made under, the Plan; (v) establish, amend, suspend or waive such rules and regulations as it shall deem appropriate for the proper administration of the Plan and due compliance with applicable law or accounting or tax
rules and regulations; (vi) make any other determination and take any other action that the Committee in its sole discretion deems necessary or desirable for the administration of the Plan and due compliance with applicable law or accounting or
tax rules and regulations and (vii) to construe, interpret and apply the provisions of this Plan.
(d) Notwithstanding any other provision in
the Plan to the contrary, in any instance where a determination is to be made under the Plan at the discretion of the Companys Chief Executive Officer or chief human resources officer (or such individuals holding a comparable role in the event
of a restructuring of positions or
re-designation
of titles), the Companys Chief Executive Officer shall make such determination in respect of the Companys chief human resources officer, and the
Committee shall make such determination in respect of the Companys Chief Executive Officer (or, in each case, such individuals holding the comparable roles in the event of a restructuring of positions or
re-designation
of titles).
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Section
5.
Establishment of Award Terms
. Subject to the
limitations described in Section 4 and Section 8, the Committee shall establish the terms of each Award, including the Performance Period; the positions or names of the employees who will be Participants for the Performance Period; the
Target Award for each Participant or group of Participants (including any minimum or maximum amount); the applicable Performance Measures and any other additional goals, formulas or performance-based measures relating to the Company, any business
unit, Subsidiary or business segment of the Company, or to an individual Participant; targeted achievement levels (including any minimum or maximum achievement levels) relating to such Performance Measures or other goals; the formula or methodology
that will be applied to determine the extent to which Awards have been earned and any other terms that will be applicable to the Awards, including the payment date, payment conditions and any vesting schedule applicable to any Final Award.
Section 6
.
Adjustments to Performance Measures, Goals and Formulas.
The Committee may
adjust, in whole or in part, any Performance Measures or any other applicable goals, formulas or performance-based measures, the targeted achievement levels (including any minimum or maximum achievement levels) relating to such Performance Measures,
goals, formulas or performance-based measures, and the formula or methodology to be applied against the Performance Measures goals, formulas or performance-based measures, as the Committee may deem appropriate and equitable during the applicable
Performance Period. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which it conducts its business, or other events or circumstances render the
applicable performance measures unsuitable, the Committee may in its discretion modify such performance objectives or the related minimum acceptable level of achievement, in whole or in part;
provided, however
, that in the case of an Award
intended to qualify under Section 162(m) of the Code, such modifications shall be made only to the extent that they would not disqualify such Award under Section 162(m) of the Code.
Section 7
.
Determination of Final Awards.
(a) As soon as practicable after the end of each Performance Period, the Committee shall determine the extent to which the targeted achievement levels of
the applicable Performance Measures and any other goals, formulas or performance-based measures applicable to each Award have been satisfied.
(b)
The Committee may, in its sole discretion, adjust (upward or downward) the Award of any Participant or group of Participants;
provided,
that
the Committee shall not adjust the Award of any Covered Employee above the maximum payout
determined in accordance with Section 8(b).
(c) The Committee shall determine the Final Award for each Participant or group of Participants after
applying any adjustments described in Section 7(b) and subject to the limitations described in Section 8.
(d) Notwithstanding any provisions of
the Plan to the contrary, upon the occurrence of a Change in Control of the Company, the following provisions shall apply:
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(i)
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Subject to the terms of the Plan as otherwise in effect, the minimum Award payable to each Participant as determined
under this Section 7 of the Plan in respect of the fiscal year in which the Change in Control occurs shall be the greatest of:
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a.
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The Award or other annual bonus paid or payable to the Participant in respect of the fiscal year prior to the year in
which the Change in Control occurs;
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b.
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The amount that would be payable to the Participant if the Company achieved the Target Award for such fiscal year; or
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c.
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The Award amount that would be payable to the Participant based on the Companys actual performance and achievement
of applicable Performance Measures for such fiscal year through the date of the Change in Control.
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(ii)
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If a Change in Control occurs following the completion of a fiscal year, but before Awards are paid under the Plan for
that fiscal year, the Participant will be eligible to receive the Award for that fiscal year based on actual performance as determined by the Company, subject to the terms of the Plan as otherwise in effect.
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Section
8.
Awards for Covered Employees
. Notwithstanding any other provision of the Plan, the following
procedures and limitations shall apply with respect to any Award to a Covered Employee.
(a) On or before the earlier of (i) the date that is 90
days after commencement of the Performance Period or (ii) the expiration of 25 percent of the Performance Period, the Committee shall establish and approve in writing one or more Performance Measures applicable to the Covered
Employees Award, the targeted achievement levels (including any minimum or
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maximum achievement levels) relating to such Performance Measures, and an objective formula or methodology that will be applied against the Performance Measures to determine the maximum amount
payable under the Award.
(b) After the end of each Performance Period, the Committee shall determine and shall certify in writing the extent to
which the targeted achievement levels with respect to the applicable Performance Measures have been satisfied and shall apply the
pre-established
objective formula or methodology to determine the maximum
amount payable under the Covered Employees Award.
(c) For the avoidance of doubt, subject to the limitations set forth in this Section 8,
the Committee may adjust the maximum payout level downward by applying any other applicable Performance Measures or other goals, formulas or performance-based measures pursuant to Section 7(a) and by making any other adjustments pursuant to Section
7(c).
(d) The Final Award for a Covered Employee shall in no instance exceed $15,000,000 for any fiscal year of the Company.
Section
9.
Payment of Awards.
(a) Payment of the Final Awards for a Performance Period shall be made in cash after the Committees determination of the Final Awards (or if later,
any vesting date or dates applicable to the Final Award), but no later than December 31 of the year following the end of the applicable Performance Period (or the applicable vesting date or dates);
provided
that at the time of grant,
subject to Section 15, the Committee may determine that an Award will be paid at a later date.
(b) Notwithstanding Section 9(a), the Company
may, in its sole discretion, permit or require the deferral of payment of any Final Award in accordance with the terms of any deferred compensation plan or arrangement established or maintained by the Company or its Subsidiaries from time to time.
Section
10.
Conditions Precedent to Final Awards
. As a condition precedent to the payment of all or any
portion of the Final Award, each Participant shall: (a) refrain from engaging in any activity which will cause damage to the Company or is in any manner inimical or in any way contrary to the best interests of the Company, as determined in the
sole discretion of the Companys Chief Executive Officer or chief human resources officer (or such individuals holding a comparable role in the event of a restructuring of positions or
re-designation
of
titles), (b) not for a period of 12 months following any voluntary termination of employment, directly or indirectly, knowingly induce any employee of the Company or any Subsidiary to leave his or her employment for participation, directly or
indirectly, with any existing or future employer or business venture associated with such Participant, and (c) furnish to the Company such information with respect to the satisfaction of the foregoing conditions precedent as the Committee may
reasonably request. In addition, the Committee may require a Participant to enter into such agreements as the Committee considers appropriate. The failure by any Participant to satisfy any of the foregoing conditions precedent shall result in the
immediate cancellation of any unpaid portion of his or her Award, and such Participant will not be entitled to receive any consideration with respect to such cancellation.
Section
11.
Effect of Termination of Service on Awards
. Subject to Section 9(b) and Section 10, and
unless otherwise provided by the Committee at the time of the grant of the Award, or as the Committee may determine in any individual case, the following shall apply with respect to a Participants outstanding Awards upon such
Participants Termination of Service.
(a) Except as set forth below, in the event of the Participants Termination of Service for any
reason, any unpaid portion of any Award shall be forfeited.
(b) In the event of a Participants Termination of Service due to death or
Disability, in either instance before or after the end of a Performance Period but before payment of his or her Final Award, the Participants Final Award will be determined (if not already determined) after the end of the Performance Period in
accordance with Section 7, and the Final Award shall be paid to the Participants Beneficiary or Participant no later than December 31 of the year following the end of the applicable Performance Period. Any service-based vesting
conditions applicable to such Final Award shall be waived.
(c) In the event of a Participants voluntary Termination of Service after achieving
Full Career Status before or after the end of a Performance Period but before payment of his or her Final Award, the Participants Final Award will be determined (if not already determined) after the end of the Performance Period in accordance
with Section 7;
provided
that the Final Award will be prorated based on the number of months during the applicable Performance Period prior to the Participants Termination of Service. The Final Award shall be paid to the
Participant after the determination of the Final Award, but no later than December 31 of the year following the end of the applicable Performance Period. Any service-based vesting conditions applicable to such Final Award shall be waived.
(d) Notwithstanding the above provisions, in the event of a Participants Termination of Service pursuant to an approved separation agreement or
program, such Participant will not be entitled to retain any portion of an Award.
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Section
12.
General Provisions Applicable to Awards
.
(a) Except pursuant to Section 12(b) or the laws of descent, no Award and no right under any Award may be voluntarily or involuntarily assigned,
alienated, sold or transferred, including as between spouses or pursuant to a domestic relations order in connection with dissolution of marriage, or by operation of law.
(b) A Participant may designate a Beneficiary or change a previous Beneficiary designation at such times prescribed by the Committee by using forms and
following procedures approved or accepted by the Committee for that purpose.
(c) The entire expense of offering and administering the Plan shall be
borne by the Company and its Subsidiaries.
(d) Any Awards granted under the Plan (including any amounts or benefits arising from such Awards) shall
be subject to any clawback or recoupment policies the Company has in place from time to time.
(e) Notwithstanding any other provision of the Plan
(including Section 9, Section 11 and Section 15), the Committee may determine at any time and in its sole discretion, to accelerate or to delay any amounts payable with respect to any Award, or grant Awards subject to accelerated or
delayed payment terms.
(f) Subject to Section 15, if the Company or any Subsidiary has any unpaid claim against a Participant arising out of or
in connection with the Participants employment with the Company or any Subsidiary, prior to payment of a Final Award, such claim may be offset against any Award under this Plan (up to $5,000 per year) and at the time of payment of any Award,
such claim may be offset in total. Such claims may include, but are not limited to, unpaid taxes or corporate business credit card charges.
(g) No
employee, Participant or other person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of employees, Participants or Beneficiaries under the Plan. The terms and conditions of Awards
need not be the same with respect to each recipient. Any Award granted under the Plan shall be a
one-time
Award that does not constitute a promise of future grants.
(h) The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of, or to continue to provide services
to, the Company or any Subsidiary. Further, the Company or the applicable Subsidiary may at any time dismiss a Participant free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or in any other agreement
binding the parties.
(i) Nothing contained in the Plan shall prevent the Committee or the Company from adopting other
non-stockholder
approved plans, policies and arrangements for granting incentives and other compensation to employees of the Company and its Subsidiaries or adopting or continuing in effect other or additional
compensation arrangements, and such arrangements may be either generally applicable or applicable only in specific cases.
(j) The Company (or any
Subsidiary) shall be authorized to withhold from any payment due with respect to any Final Award the amount of applicable withholding taxes due in respect of an Award as may be necessary in the opinion of the Company (or the Subsidiary) to satisfy
all obligations for the payment of such taxes.
(k) If any provision of the Plan is or becomes or is deemed to be invalid, illegal or unenforceable
in any jurisdiction, or as to any person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so
construed or deemed amended without, in the sole determination of the Committee, materially altering the intent of the Plan, such provision shall be stricken as to such jurisdiction, person or Award, and the remainder of the Plan shall remain in
full force and effect.
(l) This Plan is unfunded and unsecured; nothing in this Plan shall be construed to create a trust or to establish or
evidence any Participants claim of any right to payment of an Award other than as an unsecured general creditor with respect to any payment to which he or she may be entitled.
Section
13.
Effective Date of the Plan
. The Plan shall be effective as of the Effective Date, subject to
stockholder approval.
Section
14.
Amendment, Modification, Suspension and Termination of the Plan; Rescissions and
Corrections
. Except to the extent prohibited by applicable law, the Board may amend, alter, suspend, discontinue or terminate the Plan or any portion thereof at any time;
provided, however
, that no such amendment, alteration,
suspension, discontinuation or termination shall be made without stockholder approval if such approval is required by applicable law, including Section 162(m) of the Code except (a) to the extent any such amendment, alteration, suspension,
discontinuance or termination is made to cause the Plan to comply with applicable law or accounting or tax rules and regulations, (b) to impose any clawback or recoupment provisions with respect to
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any Awards (including any amounts or benefits arising from such Awards) in accordance with Section 12(d) of the Plan or (c) as the Board determines in good faith to be in the best interests
of the Participants affected thereby. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem desirable to carry the Plan into effect.
Section
15.
Section 409A of the Code.
With respect to any Award subject to Section 409A of the Code, the
Plan is intended to comply with the requirements of Section 409A of the Code, and the provisions of the Plan shall be interpreted in a manner that satisfies the requirements of Section 409A of the Code, and the Plan shall be operated accordingly. If
any provision of the Plan or any term or condition of any Award would otherwise frustrate or conflict with this intent, the provision, term or condition will be interpreted and, to the extent necessary, deemed amended so as to avoid this
conflict
.
If an amount payable under an Award as a result of the Participants Termination of Service (other than due to death) occurring while the Participant is a specified employee under Section 409A of the Code
constitutes a deferral of compensation subject to Section 409A of the Code, then payment of such amount shall not occur until six months and one day after the date of the Participants Termination of Service, except as permitted under Section
409A of the Code. To the extent any amount that is nonqualified deferred compensation for purposes of Section 409A of the Code becomes payable upon a Termination of Service, such Termination of Service shall not be deemed to have
occurred any earlier than a separation from service would occur under Section 409A of the Code, and related regulations and guidance thereunder. Notwithstanding any of the foregoing, the Company makes no representations or warranty and
shall have no liability to the Participant or any other person if any provisions or payments, compensation or other benefits under the Plan are determined to constitute nonqualified deferred compensation subject to Section 409A of the Code but do
not satisfy the provisions thereof.
Section
16.
Data Protection.
By participating in the Plan, the
Participant consents to the holding and processing of personal information provided by the Participant to the Company or any Subsidiary, trustee or third party service provider, for all purposes relating to the operation of the Plan. These include,
but are not limited to:
(a) administering and maintaining Participant records;
(b) providing information to the Company, Subsidiaries, trustees of any employee benefit trust, registrars, brokers or third party administrators of the
Plan;
(c) providing information to future purchasers or merger partners of the Company or any Subsidiary, or the business in which the Participant
works; and
(d) transferring information about the Participant to any country or territory that may not provide the same protection for the
information as the Participants home country.
Section 17.
Governing Law.
The Plan shall be governed by the
laws of the State of Delaware, without application of the conflicts of law principles thereof.
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APPENDIX B
GENERAL MOTORS COMPANY
2017 LONG-TERM INCENTIVE PLAN
Section 1.
Purpose.
The purpose of the General Motors Company 2017 Long-Term Incentive Plan (as amended from time to time, the
Plan
) is to incentivize selected employees, consultants, advisors and non-employee directors of General Motors Company (the
Company
) and its Subsidiaries and to align their interests with those of the
Companys stockholders. However, nothing in this Plan or any Award granted pursuant to this Plan shall be interpreted to create or establish an employment relationship between the Company and any Participant.
Section 2.
Definitions
. As used in the Plan, and unless otherwise specified in an applicable Award Document, the following terms shall
have the meanings set forth below:
(a)
Award
means any Option, SAR, Restricted Stock, RSU, Performance Award, Other Stock-Based
Award or cash incentive award granted under the Plan.
(b)
Award Document
means any appropriately authorized agreement, contract
or other instrument or document evidencing any Award granted under the Plan, whether in electronic form or otherwise, which must be duly executed or acknowledged by a Participant (unless otherwise specifically provided by the Company).
(c)
Beneficiary
means a person designated by a Participant to receive payments or other benefits or exercise rights that are available
under the Plan in the event of the Participants death.
(d)
Board
means the Board of Directors of the Company.
(e)
Cause
means, with respect to any Participant, any of the following unless explicitly excluded by such Participants
applicable Award Document, and any additional grounds as may be set forth in such Award Document:
(i) the Participants
commission of, or plea of guilty or no contest to, a felony or comparable local charge in non-U.S. jurisdictions;
(ii) the
Participants gross negligence or willful misconduct that is materially injurious to the Company or any of its Subsidiaries; or
(iii) the Participants material violation of state or federal securities laws.
(f)
Change in Control
means the occurrence of any one or more of the following events:
(i) any Person other than an Excluded Person, directly or indirectly, becomes the beneficial owner (within the meaning of
Rule 13d-3 under the Exchange Act) of securities of the Company constituting more than 40 percent of the total combined voting power of the Companys Voting Securities outstanding;
provided
that if such Person becomes the beneficial
owner of 40 percent of the total combined voting power of the Companys outstanding Voting Securities as a result of a sale of such securities to such Person by the Company or a repurchase of securities by the Company, such sale or purchase by
the Company shall not result in a Change in Control;
provided further
, that if such Person subsequently acquires beneficial ownership of additional Voting Securities of the Company (other than from the Company), such subsequent acquisition
shall result in a Change in Control if such Persons beneficial ownership of the Company Voting Securities immediately following such acquisition exceeds 40 percent of the total combined voting power of the Companys outstanding Voting
Securities;
(ii) at any time during a period of 24 consecutive months, individuals who at the beginning of such period constituted
the Board and any new member of the Board whose election or nomination for election was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of such period or whose election or
nomination for election was so approved (the Incumbent Board), cease for any reason to constitute a majority of members of the Board;
(iii) the consummation of a reorganization, merger or consolidation of the Company or any of its Subsidiaries with any other corporation
or entity, in each case, unless, immediately following such reorganization, merger or consolidation, more than 60 percent of the combined voting power and total fair market value of the then outstanding Voting Securities of the resulting corporation
from such reorganization, merger or consolidation is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of the outstanding Voting Securities of the Company
immediately prior to such reorganization, merger or consolidation in substantially the same proportion as their beneficial ownership of the Voting Securities of the Company immediately prior to such reorganization, merger or consolidation; or
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(iv) the consummation of any sale, lease, exchange or other transfer to any Person (other
than a Subsidiary or affiliate of the Company) of assets of the Company and/or any of its Subsidiaries, in one transaction or a series of related transactions within a 12-month period, having an aggregate fair market value of more than 50 percent of
the fair market value of the Company and its Subsidiaries immediately prior to such transaction(s).
Notwithstanding the foregoing, in no event shall
a Change in Control be deemed to have occurred (A) as a result of the formation of a Holding Company, (B) with respect to any Participant, if the Participant is part of a group within the meaning of
Section 13(d)(3) of the Exchange Act as in effect on the date hereof, which consummates the Change in Control transaction or (C) if the transaction does not constitute a change in ownership, change in effective
control, or change in the ownership of a substantial portion of the assets of the Company for purposes of Section 409A of the Code.
(g)
Code
means the Internal Revenue Code of 1986, as amended from time to time, and the rules, regulations and guidance thereunder.
Any reference to a provision in the Code shall include any successor provision thereto.
(h)
Committee
means the Executive
Compensation Committee of the Board or such other independent committee as may be designated by the Board to perform any functions of the Executive Compensation Committee with respect to this Plan.
(i)
Covered Employee
means an individual who is a covered employee or expected by the Committee to be a covered
employee, in each case within the meaning of Section 162(m) of the Code.
(j)
Disability
means, with respect to any
Participant, such Participants inability upon a Termination of Service to engage in any gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months.
(k)
Effective Date
means June 7, 2017.
(l)
Exchange Act
means the Securities Exchange Act of 1934, as amended from time to time, and the rules, regulations and guidance
thereunder. Any reference to a provision in the Exchange Act shall include any successor provision thereto.
(m)
Excluded Person
means (i) the Company, (ii) any of the Companys Subsidiaries, (iii) any Holding Company, (iv) any employee benefit plan of the Company, any of its Subsidiaries or a Holding Company, or (v) any Person organized,
appointed or established by the Company, any of its Subsidiaries or a Holding Company for or pursuant to the terms of any employee benefit plan described in clause (iv).
(n)
Fair Market Value
means with respect to Shares, the closing price of a Share on the date in question (or, if there is no reported
sale on such date, on the last preceding date on which any reported sale occurred) on the principal stock market or exchange on which the Shares are quoted or traded, or if Shares are not so quoted or traded, fair market value as determined by the
Committee, and with respect to any property other than Shares, the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee.
(o) Achievement of
Full Career Status
means a Participants voluntary Termination of Service (i) at the age of 55 or older
with ten or more years of continuous service or (ii) at the age of 62 or older. The chief human resources officer of the Company (or such individual holding a comparable role in the event of a restructuring of positions or re-designation of
titles) shall have the binding authority to determine how many years of continuous service a Participant has at any given time.
(p)
Good
Reason
means, with respect to any Participant, the occurrence of any of the following acts by the Company, or failure by the Company to act, following or in connection with the occurrence of a Change in Control, unless explicitly excluded
in such Participants applicable Award Document and any additional grounds, as may be set forth in such Award Document:
(i) a
material reduction of such Participants base salary or target incentive compensation;
(ii) an involuntary relocation of the
geographic location of such Participants principal place of employment (or for consultants or advisors, service) by more than 50 miles; or
(iii) only for Participants who are executive officers of the Company covered by Section16 of the Exchange Act, a material diminution of
the Participants authority, duties, or responsibilities.
In each case, if such Participant desires to terminate his or her employment or
service with the Company or such Subsidiary for Good Reason, he or she must first give written notice within 90 days of the initial existence of the facts and circumstances providing the basis for Good Reason to the Company or such Subsidiary, and
allow the Company or such Subsidiary 60 days
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from the date of such notice to rectify the situation giving rise to Good Reason, and in the absence of any such rectification, such Participant must terminate his or her employment or service
for such Good Reason within 120 days after delivery of such written notice.
(q)
Holding Company
means an entity that becomes a
holding company for the Company or its businesses as part of any reorganization, merger, consolidation or other transaction, provided that the outstanding shares of common stock of such entity and the combined voting power of the then outstanding
Voting Securities of such entity are, immediately after such reorganization, merger, consolidation or other transaction, beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Voting Securities of the Company outstanding immediately prior to such reorganization, merger, consolidation or other transaction in substantially the same proportions as their ownership, immediately prior to such
reorganization, merger, consolidation or other transaction, of such outstanding Voting Securities of the Company.
(r)
Incentive Stock
Option
means an option representing the right to purchase Shares from the Company, granted pursuant to Section 6, that meets the requirements of Section 422 of the Code.
(s)
Incumbent Board
has the meaning assigned to it in Section 2(f).
(t)
Non-Qualified Stock Option
means an option representing the right to purchase Shares from the Company, granted pursuant to
Section 6, that is not an Incentive Stock Option.
(u)
Option
means an Incentive Stock Option or a Non-Qualified Stock Option
granted pursuant to Section 6.
(v)
Other Stock-Based Award
means an Award granted pursuant to Section 10.
(w)
Participant
means the recipient of an Award granted under the Plan.
(x)
Performance Award
means an Award granted pursuant to Section 9.
(y)
Performance Period
means any period of not less than one year established by the Committee during which any performance goals
specified by the Committee with respect to a Performance Award are measured.
(z)
Person
means any individual or entity, including
any two or more Persons deemed to be one person as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act.
(aa)
Restricted
Stock
means any Share granted pursuant to Section 8.
(bb)
Restricted Stock Unit or RSU
means a
contractual right granted pursuant to Section 8 that is denominated in Shares. Each RSU represents a right to receive the value of one Share (or a percentage of such value) in cash, Shares or a combination thereof.
(cc)
Section 162(m) Compensation
means qualified performance-based compensation under Section 162(m) of the Code.
(dd)
Shares
means shares of the Companys common stock, $0.01 par value.
(ee)
Stock Appreciation Right
or
SAR
means a right granted pursuant to Section 7, denominated in Shares, that
entitles the Participant within the exercise period to receive a payment (or a number of Shares with a value) equal to the increase in value between the exercise price and the Fair Market Value of the underlying Shares at the date of exercise.
(ff)
Subsidiary
means an entity of which the Company directly or indirectly holds all or a majority of the value of the outstanding
equity interests of such entity or a majority of the voting power with respect to the Voting Securities of such entity. Whether employment by or service with a Subsidiary is included within the scope of this Plan shall be determined by the
Committee.
(gg)
Termination of Service
means, subject to Section 19, the cessation of a Participants employment or
service relationship with the Company or a Subsidiary such that the Participant is determined by the Company to no longer be an employee, consultant or non-employee director of the Company or such Subsidiary, as applicable;
provided, however
,
that, unless the Company determines otherwise, such cessation of the Participants employment or service relationship with the Company or a Subsidiary, where the Participants employment or services for the Company continues at another
Subsidiary, or as a member
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of the Board, shall not be deemed a cessation of employment or service that would constitute a Termination of Service;
provided, further
, that a Termination of Service shall be deemed to
occur for a Participant employed by or providing services to a Subsidiary when the Subsidiary ceases to be a Subsidiary unless such Participants employment or service continues with the Company or another Subsidiary. The chief human resources
officer of the Company (or such individual holding comparable roles in the event of a restructuring of positions or re-designation of titles) shall have the binding authority to determine whether a Participant has had a cessation of his or her
employment or service relationship with the Company or a Subsidiary.
(hh)
Voting Securities
means securities of a Person
entitling the holder thereof to vote in the election of the members of the board of directors of such Person or such governing body of such Person performing a similar principal governing function with respect to such Person.
Section 3.
Eligibility.
The following individuals may be designated by the Committee as a Participant from time to time: (a) a
person who serves or is employed as an officer or other employee of the Company or any Subsidiary; (b) a consultant or advisor who provides services to the Company or a Subsidiary; and (c) a non-employee director of the Company. Only
officers or other key employees determined by the Company can receive Code Section 162(m) Awards under the Plan. To participate in the Plan, consultants and advisors must meet the definition of employee under Form S-8.
Section 4.
Administration.
(a)
The Plan shall be administered by the Committee. All decisions of the Committee shall be final, conclusive and binding upon all parties, including the Company, its stockholders and Participants and any Beneficiaries thereof. To the extent permitted
by applicable law, the Committee may delegate to one or more members of the Committee or officers of the Company authority to administer the Plan, such as the authority to grant Awards or take any other actions permitted under the Plan, within any
limits established by the Committee, except that such delegation to an officer of the Company shall not be applicable with respect to any Award for any Participant who is a Covered Employee. Subject to the immediately preceding sentence, the
Committee may directly or through its delegate issue rules and regulations for administration of the Plan.
(b) To the extent necessary or desirable
to comply with applicable regulatory regimes, any action by the Committee shall require the approval of Committee members who are (i) independent, within the meaning of and to the extent required by applicable rulings and interpretations of the
applicable stock market or exchange on which the Shares are quoted or traded; (ii) non-employee directors within the meaning of Rule 16b-3 under the Exchange Act; and (iii) independent outside directors pursuant to Section 162(m) of
the Code.
(c) Subject to applicable law, the terms of the Plan, including but not limited to Section 4(a), and such orders or resolutions not
inconsistent with the terms of the Plan as may from time to time be adopted by the Board, the Committee or its delegate shall have full power, discretion and authority to: (i) subject to Section 3, designate eligible individuals who will
be Participants; (ii) determine the type or types of Awards to be granted to each Participant under the Plan; (iii) determine the number of Shares to be covered by (or with respect to which payments, rights or other matters are to be
calculated in connection with) Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent and under what circumstances Awards may be settled or exercised in cash, Shares, other Awards, other
property, net settlement, or any combination thereof, or cancelled, forfeited or suspended, and the method or methods by which Awards may be settled, exercised, cancelled, forfeited or suspended; (vi) determine whether, to what extent and under
what circumstances cash, Shares, other Awards, other property and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or of the Committee; (vii) interpret
and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (viii) prescribe the form of each Award Document, which need not be identical for each Participant; (ix) establish, amend, suspend or waive
such rules and regulations and appoint such agents, trustees, brokers, depositories and advisors and determine such terms of their engagement as it shall deem appropriate for the proper administration of the Plan and due compliance with applicable
law, stock market or exchange rules and regulations or accounting or tax rules and regulations; (x) make any other determination and take any other action that the Committee in its sole discretion deems necessary or desirable for the
administration of the Plan and due compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations; and (xi) to construe, interpret and apply the provisions of this Plan.
(d) In addition to the conditions imposed by Section 11, the Committee or its delegate may impose restrictions on any Award at the time of grant in
the applicable Award Document or by other action with respect to non-competition, confidentiality and other restrictive covenants as it deems necessary or appropriate.
(e) Notwithstanding any other provision in the Plan to the contrary, in any instance where a determination is to be made under the Plan at the discretion
of the Companys Chief Executive Officer or chief human resources officer (or such individuals
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holding a comparable role in the event of a restructuring of positions or re-designation of titles), the Companys Chief Executive Officer shall make such determination in respect of the
Companys chief human resources officer, and the Committee shall make such determination in respect of the Companys Chief Executive Officer (or, in each case, such individuals holding the comparable roles in the event of a restructuring
of positions or re-designation of titles).
Section 5.
Shares Available for Awards.
(a) Subject to adjustment as provided in Section 5(c), (i) the maximum number of Shares available for issuance under the Plan shall not exceed
42,000,000 Shares, with each Share subject to (or deliverable with respect to) an Option, SAR, RSU or any other Award reducing the number of Shares available for issuance under the Plan by one Share, and (ii) no Participant may receive under
the Plan in any calendar year (A) Options and SARs that relate to more than 5,000,000 Shares or (B) Awards other than Options or SARs which could result in delivery to the Participant of more than 2,500,000 Shares under the operation of
the applicable performance goal formula, if and to the extent that any such Awards are intended to constitute Section 162(m) Compensation and denominated in Shares. The maximum number of Shares available for issuance under Incentive Stock
Options shall be 42,000,000.
(b) Any Shares subject to an Award that expires, is cancelled, forfeited or otherwise terminates without the delivery
of such Shares, including any Shares subject to an Award to the extent that Award is settled without the issuance of Shares, shall again be, or shall become, available for issuance under the Plan;
provided, however
, that (i) any Shares
surrendered or withheld in payment of any grant, purchase, exercise price of an Award or taxes related to an Award, (ii) any Shares covered by a SAR that is exercised and settled in Shares and (iii) any Shares repurchased in the open market
using stock option proceeds, shall not again be available for issuance under the Plan.
(c) In the event that the Committee determines that, as a
result of any dividend or other distribution (whether in the form of cash, Shares or other securities), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or
exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, issuance of Shares pursuant to the anti-dilution provisions of securities of the Company, or other
similar corporate transaction or event affecting the Shares, or of changes in applicable laws, regulations or accounting principles, an adjustment is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan, then the Committee shall adjust equitably any or all of:
(i) the number and type of
Shares (or other securities) which thereafter may be made the subject of Awards, including the aggregate and individual limits specified in Section 5(a);
(ii) the number and type of Shares (or other securities) subject to outstanding Awards; and
(iii) the grant, purchase or exercise price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the
holder of an outstanding Award;
provided, however
, that the number of Shares subject to any Award denominated in Shares shall always be a whole number.
(d) Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and newly issued Shares or Shares acquired by the Company.
Section 6.
Options
. The Committee is authorized to grant Options to Participants with the following terms and conditions and with
such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine.
(a) The
exercise price per Share under an Option shall be determined by the Committee;
provided
,
however
, that such exercise price shall not be less than the Fair Market Value of a Share on the date of grant of such Option.
(b) The term of each Option shall be fixed by the Committee but shall not exceed 10 years from the date of grant of such Option in the form of an
Incentive Stock Option and 10 years plus two days from the date of grant of such Option in the form of a Non-Qualified Stock Option.
(c) The
Committee shall determine the time or times at which an Option may be exercised in whole or in part.
(d) The Committee shall determine the method or
methods by which, and the form or forms, including cash, Shares, other Awards, other property, net settlement, broker assisted cashless exercise or any combination thereof, having a Fair Market Value on the exercise date equal to the relevant
exercise price, in which payment of the exercise price with respect thereto may be made or deemed to have been made.
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(e) Any Option intended to be treated as an Incentive Stock Option shall be designated as such under the
terms of the applicable Award Document. The terms of any such Incentive Stock Option shall comply in all respects with the provisions of Section 422 of the Code.
(f) Subject to Section 12 and Section 13, in general, no portion of an Award of Options is intended to vest prior to the first anniversary of
the vesting commencement date set forth in the Award Document; however, the Committee may provide for shorter vesting if appropriate under the circumstances as determined by the Committee. Unless otherwise determined by the Committee, no dividends
or dividend equivalents will be earned or paid on the Shares underlying any Options granted and outstanding under the Plan.
Section 7.
Stock Appreciation Rights.
The Committee is authorized to grant SARs to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as
the Committee shall determine.
(a) SARs may be granted under the Plan to Participants either alone (freestanding) or in addition to
other Awards granted under the Plan (tandem) and may, but need not, relate to a specific Option granted under Section 6.
(b) The
exercise price per Share under a SAR shall be determined by the Committee;
provided
,
however
, that such exercise price shall not be less than the Fair Market Value of a Share on the date of grant of such SAR.
(c) The term of each SAR shall be fixed by the Committee but shall not exceed 10 years from the date of grant of such SAR.
(d) The Committee shall determine the time or times at which a SAR may be exercised or settled in whole or in part.
(e) Subject to Section 12 and Section 13, in general, no portion of an Award of SARs is intended to vest prior to the first anniversary of the
vesting commencement date set forth in the Award Document; however, the Committee may provide for shorter vesting if appropriate under the circumstances as determined by the Committee. Unless otherwise determined by the Committee, no dividends or
dividend equivalents will be earned or paid on the Shares underlying any SARs granted and outstanding under the Plan.
Section 8.
Restricted Stock and RSUs.
The Committee is authorized to grant Awards of Restricted Stock and RSUs to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent
with the provisions of the Plan, as the Committee shall determine.
(a) Shares of Restricted Stock and RSUs shall be subject to such restrictions as
the Committee may impose (including any limitation on the right to receive any dividend, dividend equivalent or other right), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as the
Committee may deem appropriate;
provided
that, subject to Section 12 and Section 13, in general, each Award of Restricted Stock and RSUs (other than Performance Awards) is intended to vest in whole or in part (including in
installments) over a period of not less than three years from the vesting commencement date set forth in the Award Document; however, the Committee may provide for shorter vesting if appropriate under the circumstances as determined by the
Committee.
(b) With respect to Shares of Restricted Stock, a Participant generally shall have the rights and privileges of a stockholder with
respect thereto, including the right to vote such Shares of Restricted Stock and the right to receive dividends or dividend equivalents. Without limiting the generality of the foregoing, if the Award relates to Shares on which dividends are declared
during the period that the Award is outstanding, such dividends or dividend equivalents shall be paid in cash on the vesting date of the Restricted Stock Award, subject to satisfaction of the vesting and other conditions of the underlying Award of
Restricted Stock, unless otherwise determined by the Committee. Any share of Restricted Stock may be evidenced in such manner as the Committee may deem appropriate, including book-entry registration. For the avoidance of doubt, unless otherwise
determined by the Committee, no dividends or dividend equivalent rights shall be provided with respect to any Shares of Restricted Stock that do not vest pursuant to their terms.
(c) With respect to an RSU Award, each RSU covered by such Award shall represent a right to receive the value of one Share in cash, Shares or a
combination thereof. An RSU shall not convey to the Participant the rights and privileges of a stockholder with respect to the Share subject to the RSU, such as the right to vote or the right to receive dividends, unless and until a Share is issued
to the Participant to settle the RSU. Notwithstanding the foregoing, unless otherwise determined by the Committee in its sole discretion, RSU Awards shall convey the right to receive dividend equivalents on the Shares underlying the RSU Award with
respect to any dividends declared during the period that the RSU Award is outstanding. Such dividend equivalent rights shall accumulate and shall be paid in cash on the settlement date of the underlying RSU Award, subject to the
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satisfaction of the vesting and other conditions of the underlying RSU Award, unless otherwise determined by the Committee. Shares delivered upon the vesting and settlement of an RSU Award may be
evidenced in such manner as the Committee may deem appropriate, including book-entry registration. For the avoidance of doubt, unless otherwise determined by the Committee, no dividend equivalent rights shall be provided with respect to any Shares
subject to RSUs that do not vest or settle pursuant to their terms.
(d) If the Committee intends that an Award granted under this Section 8
shall constitute or provide for Section 162(m) Compensation, such Award shall be structured in accordance with the requirements of Section 9, including the performance criteria and the Award limitation set forth therein, and any such Award
shall be considered a Performance Award for purposes of the Plan.
Section 9.
Performance Awards.
The Committee is authorized to
grant Performance Awards with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine:
(a) Performance Awards may be denominated as a cash amount, number of Shares or units or a combination thereof and are Awards which may be earned upon
achievement or satisfaction of performance conditions specified by the Committee. In addition, the Committee may specify that any other Award shall constitute a Performance Award by conditioning the grant or the right to exercise the Award or have
it settled, and the timing thereof, upon achievement or satisfaction of such performance conditions as may be specified by the Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in
establishing any performance conditions. Subject to the terms of the Plan, the performance goals to be achieved during any Performance Period, the length of any Performance Period, the amount of any Performance Award granted and the amount of any
payment or transfer to be made pursuant to any Performance Award shall be determined by the Committee;
provided
that, subject to Section 12 and Section 13, in general, each Performance Award is intended to vest in whole or in part
(including in installments) over a period of not less than three years from the vesting commencement date set forth in the Award Document; however, the Committee may provide for shorter vesting if appropriate under the circumstances as determined by
the Committee.
(b) If the Committee intends that a Performance Award should constitute Section 162(m) Compensation, such Performance Award
shall be subject to a pre-established formula, such that payment, retention or vesting of the Award is subject to the achievement during a Performance Period or Performance Periods, as determined by the Committee, of a level or levels of, or
increases in, in each case as determined by the Committee, one or more of the following performance measures expressed on an absolute or adjusted basis with respect to the Company: asset turnover, cash flow, contribution margin, cost objectives,
cost reduction, earnings before interest and taxes (EBIT), earnings before interest, taxes, depreciation and amortization (EBITDA), earnings per share, economic value added, free cash flow, increase in customer base, inventory turnover, liquidity,
market share, net income, net income margin, operating cash flow, operating profit, operating profit margin, pre-tax income, productivity, profit margin, quality (internal or external measures), return on assets, return on net assets, return on
capital, return on invested capital, return on equity, revenue, revenue growth, stockholder value, stock price, total shareholder return, and/or warranty experience. The Committee shall have the power to impose such other restrictions on Awards
subject to this Section 9(b) as it may deem necessary or appropriate to ensure that such Awards satisfy all requirements for Section 162(m) Compensation. In order to ensure that any Performance Award that is intended to qualify as
Section 162(m) Compensation so qualifies, no Participant may be granted in any calendar year Performance Awards denominated in cash that, taken collectively in the aggregate, could result in a future payout at maximum performance in excess of
$40,000,000.
(c) Each performance criterion may be measured on an absolute (
e.g.
, plan or budget) or relative basis. Relative performance may
be measured against a group of peer companies, a financial market index or other acceptable objective and quantifiable indices which the Committee selects. With respect to the applicable Performance Period, if the Committee determines that a change
in the business, operations, corporate structure or capital structure of the Company, or the manner in which it conducts its business, or other events or circumstances render the applicable performance measures unsuitable, the Committee may in its
discretion modify such performance objectives or the related minimum acceptable level of achievement, in whole or part, as the Committee deems appropriate and equitable;
provided, however
, that in the case of a Performance Award intended to
qualify as Section 162(m) Compensation, such modifications shall be made only to the extent that they would not disqualify such Performance Award as Section 162(m) Compensation. Performance measures may vary from Performance Award to
Performance Award, respectively, and from Participant to Participant, and may be established on a stand-alone basis, in tandem or in the alternative.
(d) Settlement of Performance Awards shall be in cash, Shares, other Awards, or any combination thereof, in the sole discretion of the Committee. The
Committee may increase or reduce the amount of a settlement otherwise to be made in connection with a Performance Award but may not exercise discretion to increase any amount payable to a Covered Employee in respect of a Performance Award intended
to qualify as Section 162(m) Compensation in a manner that would prevent the
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Performance Award from qualifying as Section 162(m) Compensation. Any settlement that changes the form of payment from that originally specified shall be implemented in a manner such that
the Performance Award and other related Awards do not, solely for that reason, fail to qualify as Section 162(m) Compensation, if such Performance Award is intended by the Committee to so qualify.
(e) A Performance Award shall not convey to the Participant the rights and privileges of a stockholder with respect to the Shares subject to the
Performance Award, such as the right to vote (except as relates to Restricted Stock) or the right to receive dividends, unless and until Shares are earned pursuant to the Performance Award and are issued to the Participant. Notwithstanding the
foregoing, unless otherwise determined by the Committee in its sole discretion, each Performance Award shall convey the right to receive dividend equivalents with respect to any dividends declared during the period that the Performance Award is
outstanding, but solely with respect to those Shares underlying the Performance Awards that are earned. Such dividend equivalents rights shall accumulate and shall be paid in cash on the settlement date of the underlying Performance Award, subject
to the satisfaction of the performance, vesting and other conditions of the underlying Performance Award, unless otherwise determined by the Committee. For the avoidance of doubt, unless otherwise determined by the Committee, no dividend equivalent
rights shall be provided with respect to any Shares subject to a Performance Award that are not earned or do not vest pursuant to the terms of the Performance Award.
Section 10.
Other Stock-Based Awards.
The Committee is authorized, subject to limitations under applicable law, to grant to
Participants such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares or factors that may influence the value of Shares, including convertible or exchangeable
debt securities, other rights convertible or exchangeable into Shares, purchase rights for Shares, Awards with value and payment contingent upon performance of the Company or business units thereof or any other factors designated by the Committee.
For the avoidance of doubt, unless otherwise determined by the Committee, no dividend equivalent rights shall be provided with respect to any Shares subject to an Award that are not earned or do not vest pursuant to the terms of the Award.
Section 11.
Conditions Precedent to Awards
. As a condition precedent to the vesting, exercise, payment or settlement of any portion of
any Award at any time prior to a Change in Control, each Participant shall: (a) refrain from engaging in any activity which will cause damage to the Company or is in any manner inimical or in any way contrary to the best interests of the
Company, as determined in the sole discretion of the Companys Chief Executive Officer or chief human resources officer (or such individuals holding a comparable role in the event of a restructuring of positions or re-designation of titles),
(b) not for a period of 12 months following any voluntary termination of employment or service, directly or indirectly, knowingly induce any employee of the Company or any Subsidiary to leave his or her employment for participation, directly or
indirectly, with any existing or future employer or business venture associated with such Participant, and (c) furnish to the Company such information with respect to the satisfaction of the foregoing conditions precedent as the Committee may
reasonably request. In addition, the Committee may require a Participant to enter into such agreements as the Committee considers appropriate. The failure by any Participant to satisfy any of the foregoing conditions precedent shall result in the
immediate cancellation of the unvested portion of any Award and any portion of any vested Award that has not yet been exercised, paid or settled and such Participant will not be entitled to receive any consideration with respect to such
cancellation.
Section 12.
Effect of Termination of Service on Awards.
Subject to Sections 11 and 13, and unless otherwise
provided by the Committee in any Award Document, or as the Committee may determine in any individual case, the following shall apply with respect to a Participants outstanding Awards upon such Participants Termination of Service.
(a)
Death
. In the event of a Participants Termination of Service due to death:
(i) Each Option and SAR held by the Participant shall immediately vest (to the extent not vested) and become exercisable and shall remain
exercisable until the third anniversary of the date of death or, if earlier, the expiration date of such Option or SAR.
(ii) Each
Restricted Stock and RSU Award held by the Participant shall immediately vest. Any RSU that vests pursuant to the preceding sentence shall be settled within 90 days following the Participants death.
(iii) Each outstanding Performance Award held by the Participant (A) shall have any service-based vesting requirements waived,
(B) shall be earned based upon the achievement of the performance conditions applicable to such Award, and (C) shall be paid or settled on the scheduled settlement date or dates as provided under the terms of the applicable Award Document.
(b)
Disability
. In the event of a Participants Termination of Service due to Disability:
(i) Each Option and SAR held by the Participant shall continue to vest and become exercisable in accordance with its existing vesting
schedule and shall remain exercisable until the expiration date of such Option or SAR.
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(ii) Each Restricted Stock and RSU Award held by the Participant shall continue to vest in
accordance with its existing vesting schedule. Each RSU that vests pursuant to the preceding sentence shall be settled on the scheduled settlement date or dates as provided under the terms of the applicable Award Document.
(iii) Each outstanding Performance Award held by the Participant (A) shall have any service-based vesting requirements waived,
(B) shall be earned based upon the achievement of the performance conditions applicable to such Award and (C) shall be paid or settled on the scheduled settlement date or dates as provided under the terms of the applicable Award Document.
(c)
Full Career Status Termination
. In the event of a Participants Termination of Service after achieving Full Career Status:
(i) With respect to each outstanding Option and SAR held by the Participant:
(A) If such Termination of Service occurs on or prior to the one-year anniversary of the grant date of the Award (or if earlier, the
one-year anniversary of the vesting commencement date as set forth in the Award Document), such Award shall be prorated (as set forth in the Award Document) and the pro-rata portion of the Award that is retained shall continue to vest in accordance
with its existing vesting schedule, with the remaining portion of the Award being forfeited. Options and SARs that vest pursuant to this Section 12(c)(i)(A) shall become exercisable and remain exercisable until the expiration date of such
Option or SAR as provided under the terms of the applicable Award Document.
(B) If such Termination of Service occurs after the
one-year anniversary of the grant date of such Award (or if earlier, the one-year anniversary of the vesting commencement date as set forth in the Award Document), such Award shall continue to vest in accordance with its existing vesting schedule.
Options and SARs that vest pursuant to this Section 12(c)(i)(B) shall become exercisable and remain exercisable until the expiration date of such Option or SAR as provided under the terms of the applicable Award Document.
(ii) With respect to each outstanding Restricted Stock or RSU Award held by the Participant:
(A) If such Termination of Service occurs on or prior to the one-year anniversary of the grant date of the Award (or if earlier, the
one-year anniversary of the vesting commencement date as set forth in the Award Document), such Award shall be prorated (as set forth in the Award Document) and the pro-rata portion of the Award that is retained shall continue to vest in accordance
with its existing vesting schedule, with the remaining portion of the Award being forfeited. RSUs that vest pursuant to this Section 12(c)(ii)(A) shall be settled on the scheduled settlement date or dates as provided under the terms of the
applicable Award Document.
(B) If such Termination of Service occurs after the one-year anniversary of the grant date of such Award
(or if earlier, the one-year anniversary of the vesting commencement date as set forth in the Award Document), such Award shall continue to vest in accordance with its existing vesting schedule. RSUs that vest pursuant to this
Section 12(c)(ii)(B) shall be settled on the scheduled settlement date or dates as provided under the terms of the applicable Award Document.
(iii) With respect to each outstanding Performance Award held by the Participant:
(A) If such Termination of Service occurs within the first year of the Performance Period, (x) the Performance Award shall be
prorated (as set forth in the Award Document) and the pro-rata portion of the Performance Award that is retained shall have any service-based vesting requirements waived, (y) the pro-rata portion of the Performance Award that is retained shall
be earned based upon the achievement of the performance conditions applicable to such Award, and (z) the Performance Award shall be paid or settled on the scheduled settlement date or dates as provided under the terms of the applicable Award
Document.
(B) If such Termination of Service occurs after the first year of the Performance Period, the Performance Award
(x) shall have any service-based vesting requirements waived, (y) shall be earned based upon the achievement of the performance conditions applicable to such Award, and (z) shall be paid or settled on the scheduled settlement date or
dates as provided under the terms of the applicable Award Document.
(d)
Other Terminations
. In the event of a Participants Termination
of Service for any reason not specified in this Section 12, the Participant shall not be entitled to retain any portion of an Award;
provided
that any Option or SAR that is vested on the date of the Termination of Service shall remain
outstanding and exercisable until the earlier of (i) the applicable expiration date of such Option or SAR or (ii) 90 days after the Termination of Service.
(e)
Termination Pursuant to Approved Separation Agreement or Program
. Notwithstanding the above provisions, in the event of a Participants
Termination of Service pursuant to an approved separation agreement or program, such Participant will not be entitled to retain any portion of an Award;
provided
that any Option or SAR that is vested on the date of the Termination of Service
shall remain outstanding and exercisable until the earlier of (i) the applicable expiration date of such Option or SAR or (ii) 90 days after the Termination of Service.
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(f)
Alternative Treatment
. Notwithstanding the foregoing, the Committee may provide for any
alternative treatment of outstanding Awards, and the circumstances in which, and the extent to which, any such Awards may be exercised, settled, vested, paid or forfeited in the event of a Participants Termination of Service prior to the end
of a Performance Period or the exercise, vesting or settlement of such Award, either in an Award Document or, subject to Section 15, by Committee action after the grant of an Award. Unless otherwise provided in an Award Document or otherwise
determined by the Committee, a qualifying leave of absence shall not constitute a Termination of Service. A Participants absence or leave shall be deemed to be a qualifying leave of absence if so provided under the Companys employee
policies or if approved by the Companys chief human resources officer (or such individual holding a comparable role in the event of a restructuring of positions or redesignation of titles).
Section 13.
Effect of a Change in Control on Awards.
(a) In the event of a Change in Control, unless otherwise provided in an Award Document, outstanding Options and SARs shall be treated as described in
subsection (i) below, outstanding Restricted Stock and RSUs shall be treated as described in subsection (ii) below and outstanding Performance Awards shall be treated as described in subsection (iii) below.
(i) (A) If in connection with the Change in Control, any outstanding Option or SAR is continued in effect or converted into an
option to purchase or right with respect to stock of the successor or surviving corporation (or a parent or subsidiary thereof) which conversion shall comply with Sections 424 (to the extent applicable) and 409A of the Code, then upon the occurrence
of a Termination of Service of a Participant by the Company without Cause or a Termination of Service by such Participant for Good Reason within 24 months following the Change in Control, such Option(s) or SAR(s) held by such Participant shall vest
and become exercisable and shall remain exercisable until the earlier of the expiration of its full specified term or the first anniversary of such Termination of Service.
(B) If outstanding Options or SARs are not continued or converted as described in subsection (i)(A) above, such Options or SARs shall
vest and become fully exercisable effective immediately prior to the Change in Control (in a manner facilitating full exercise, including cashless exercise by Participants subject to the Change in Control) and any Options or SARs not exercised prior
to the Change in Control shall be cancelled without consideration effective as of the Change in Control.
(ii) (A) If in
connection with the Change in Control, any outstanding Restricted Stock or RSU is continued in effect or converted into a restricted stock or unit representing an interest in stock of the successor or surviving corporation (or a parent or subsidiary
thereof) on a basis substantially equivalent to the consideration received by stockholders of the Company in connection with the Change in Control, then upon the occurrence of an involuntary Termination of Service of a Participant by the Company
without Cause or a Termination of Service by such Participant for Good Reason within 24 months following the Change in Control, such restricted stock or unit(s) held by such Participant shall vest and, in the case of units, be immediately due and
payable.
(B) If outstanding Restricted Stock or RSUs are not continued or converted as described in subsection (ii)(A) above, such
Restricted Stock or RSUs shall vest and, in the case of RSUs, be due and payable effective immediately prior to the Change in Control.
(iii) With respect to each outstanding Performance Award, (A) the Performance Period shall end as of the date immediately prior to
such Change in Control and the Committee shall determine the extent to which the performance criteria applicable to such Performance Award have been satisfied at such time, (B) the portion of such Performance Award that is deemed to have been
earned pursuant to clause (A) above shall be converted into a time-vesting Award of equivalent value to which any service vesting requirements applicable to the predecessor Performance Award shall continue to apply and (C) the converted
time-vesting Award shall be paid or settled on the settlement date or dates as provided under the terms of the predecessor Performance Award that would have applied had a Change in Control not occurred;
provided
that upon the occurrence of a
Termination of Service of a Participant by the Company without Cause or a Termination of Service by such Participant for Good Reason within 24 months following the Change in Control, any service vesting requirements applicable to any such converted
Award shall be deemed to have been met and such converted Award shall be immediately paid or settled upon such Termination of Service.
For purposes of subsections (i) and (ii) above, no Option, SAR, Restricted Stock or RSU (including Performance Awards
denominated in any of the foregoing forms) shall be treated as continued or converted on a basis consistent with the requirements of subsection (i)(A) or (ii)(A), as applicable, unless the stock underlying such award after such
continuation or conversion consists of securities of a class that is widely held and publicly traded on a U.S. national securities exchange.
(b) In
addition, in the event of a Change in Control and to the extent not less favorable to a Participant than the provisions of Section 13(a) above or the applicable Award Document, the Committee, and on such terms and conditions as it deems
appropriate, either by the terms of the Award or by action taken prior to the occurrence of such Change in Control, may take any one or more of the following actions whenever the Committee determines that such action is appropriate or desirable
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in order to prevent the dilution or enlargement of the benefits intended to be made available under the Plan or to facilitate the Change in Control transaction:
(i) to terminate or cancel any outstanding Award in exchange for a cash payment (and, for the avoidance of doubt, if as of the date of
the Change in Control, the Committee determines that no amount would have been realized upon the exercise of the Award or other realization of the Participants rights, then the Award may be cancelled by the Company without payment of
consideration);
(ii) to provide for the assumption, substitution, replacement or continuation of any Award by the successor or
surviving corporation (or a parent or subsidiary thereof) with cash, securities, rights or other property to be paid or issued, as the case may be, by the successor or surviving corporation (or a parent or subsidiary thereof), and to provide for
appropriate adjustments with respect to the number and type of securities (or other consideration) of the successor or surviving corporation (or a parent or subsidiary thereof), subject to any replacement awards, the terms and conditions of the
replacement awards (including, without limitation, any applicable performance targets or criteria with respect thereto) and the grant, exercise or purchase price per share for the replacement awards;
(iii) to make any other adjustments in the number and type of securities (or other consideration) subject to outstanding Awards and in
the terms and conditions of outstanding Awards (including the grant or exercise price and performance criteria with respect thereto) and Awards that may be granted in the future; and
(iv) to provide that any Award shall be accelerated and become exercisable, payable and/or fully vested with respect to all Shares
covered thereby, notwithstanding anything to the contrary in the Plan or the applicable Award Document.
Section 14.
General
Provisions Applicable to Awards.
(a) Awards shall be granted for no cash consideration or for such minimal cash consideration as may be required
by applicable law.
(b) Awards may, in the discretion of the Committee, be granted either alone or in addition to or in tandem with any other Award
or any award granted under any other plan of the Company. Awards granted in addition to or in tandem with other Awards, or in addition to or in tandem with awards granted under any other plan of the Company, may be granted either at the same time as
or at a different time from the grant of such other Awards or awards.
(c) Subject to the terms of the Plan, payments or transfers to be made by the
Company upon the grant, exercise or settlement of an Award may be made in the form of cash, Shares, other Awards, other property, net settlement, or any combination thereof, as determined by the Committee in its discretion, and may be made in a
single payment or transfer, in installments or on a deferred basis, in each case in accordance with rules and procedures established by the Committee. Such rules and procedures may include provisions for the payment or crediting of reasonable
interest on installment or deferred payments or the grant or crediting of dividend equivalents in respect of installment or deferred payments.
(d)
Except pursuant to Section 14(e) or the laws of descent, no Award and no right under any Award may be voluntarily or involuntarily assigned, alienated, sold or transferred, including as between spouses or pursuant to a domestic relations order
in connection with dissolution of marriage, or by operation of law. An Award, and any rights under an Award, shall be exercisable only by the Participant during the Participants lifetime unless a court of competent jurisdiction determines that
the Participant lacks the capacity to handle his or her own affairs, in which case an Award or any rights under an Award may be exercised by the person to whom such court has expressly granted authority to exercise such Award or the rights under
such Award on the Participants behalf. After the Participants lifetime, an Award and any rights under an Award shall be exercisable only by the designated Beneficiary, by the person who obtains an interest pursuant to laws of descent or
by the Participants estate. In the event a person who so obtains an interest in an Award is determined by a court of competent jurisdiction to lack the capacity to handle his or her own affairs, an Award or any rights under an Award may be
exercised by the person to whom such court has expressly granted authority to exercise such Award or the rights under such Award on the persons behalf. The Plan shall not recognize any grant of authority to exercise an Award or any rights
under an Award except as set forth in this Section 14(d). The provisions of this Section 14(d) shall not apply to any Award that has been fully exercised or settled, as the case may be, and shall not preclude forfeiture of an Award in
accordance with the terms thereof or of the Plan.
(e) Notwithstanding any other provision of the Plan, the Committee may determine at any time and
in its sole discretion to delay any amounts payable with respect to any Award, provided that such Award is payable no later than December 31 of the year following the end of the applicable Performance Period.
(f) A Participant may designate a Beneficiary or change a previous Beneficiary designation at such times prescribed by the Committee by using forms and
following procedures approved or accepted by the Committee for that purpose.
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(g) Any Awards granted under the Plan (including any amounts or benefits arising from such Awards) shall be
subject to any clawback or recoupment policies the Company has in place from time to time.
(h) Subject to the requirements of Section 409A of
the Code, if the Company or any Subsidiary has any unpaid claim against a Participant arising out of or in connection with the Participants employment or service with the Company or any Subsidiary, prior to settlement of an Award, such claim
may be offset against Awards under this Plan (up to $5,000 per year) and at the time of vesting or settlement of any Award, such claim may be offset in total. Such claims may include, but are not limited to, unpaid taxes or corporate business credit
card charges.
Section 15.
Amendments and Termination.
(a) Except to the extent prohibited by applicable law and unless otherwise expressly provided in an Award Document or in the Plan, the Board may amend,
alter, suspend, discontinue or terminate the Plan or any portion thereof at any time;
provided, however
, that no such amendment, alteration, suspension, discontinuation or termination shall be made without (i) stockholder approval if
such approval is required by applicable law or the rules of the stock market or exchange, if any, on which the Shares are principally quoted or traded, or (ii) the consent of the affected Participant, if such action would materially adversely
affect the rights of such Participant under any outstanding Award, except (A) to the extent any such amendment, alteration, suspension, discontinuance or termination is made to cause the Plan to comply with applicable law, stock market or
exchange rules and regulations or accounting or tax rules and regulations, (B) to impose any clawback or recoupment provisions with respect to any Awards (including any amounts or benefits arising from such Awards) adopted by the Company from
time to time, or (C) as the Board determines in good faith to be in the best interests of the Participants affected thereby;
provided further,
that the Committees authority under this Section 15(a) is limited in the case of
Awards subject to Section 9(b), as provided in Section 9(b). Notwithstanding anything to the contrary in the Plan, the Committee may amend the Plan, or create sub-plans, in such manner as may be necessary to enable the Plan to achieve its
stated purposes in any jurisdiction in a tax-efficient manner and in compliance with local rules and regulations to the extent that such action would not require shareholder approval. The Committee may correct any defect, supply any omission or
reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem desirable to carry the Plan into effect.
(b) The
Committee may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue or terminate any provision of the Plan or any Award theretofore granted, prospectively or retroactively, without the consent of any
relevant Participant or holder or Beneficiary of an Award;
provided, however
, that no such action shall materially adversely affect the rights of any affected Participant or holder or Beneficiary under any Award theretofore granted under the
Plan, except (i) to the extent any such action is made to cause the Plan to comply with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations, (ii) to impose any clawback or recoupment
provisions with respect to any Awards (including any amounts or benefits arising from such Awards) adopted by the Company from time to time, or (iii) as the Committee determines in good faith to be in the best interests of the Participants
affected thereby; and
provided further
, that the Committees authority under this Section 15(b) is limited in the case of Awards subject to Section 9(b), as provided in Section 9(b).
(c) The Committee may specify in an Award Document that the Participants rights, payments and benefits with respect to an Award shall be subject to
reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to the conditions set forth in Section 11 and any otherwise applicable vesting or performance conditions of an Award. Such events may
include (without limitation) a Termination of Service with or without Cause (and, in the case of any Cause that is resulting from an indictment or other non-final determination, the Committee may provide for such Award to be held in escrow or
abeyance until a final resolution of the matters related to such event occurs, at which time the Award shall either be reduced, cancelled or forfeited (as provided in such Award Document) or remain in effect, depending on the outcome), violation of
material policies, breach of noncompetition, confidentiality or other restrictive covenants that may apply to the Participant, or other conduct by the Participant that is determined in the sole discretion of the Committee to be detrimental to the
business or reputation of the Company and/or its Subsidiaries.
(d) Notwithstanding the foregoing, except as provided in Section 5(c), without
approval of the Companys stockholders, (i) no action shall directly or indirectly, through cancellation and regrant, through voluntary surrender and regrant, or any other method, reduce, or have the effect of reducing, the exercise price
of any Option or SAR established at the time of grant thereof, and (ii) no Option or SAR may be cancelled in exchange for cash or other securities at any time when the exercise price for such Option or SAR is greater than the Fair Market Value
of the Shares underlying such Option or SAR.
Section 16.
Miscellaneous.
(a) No employee, consultant, advisor, Participant or other person shall have any claim to be granted any Award under the Plan, and there is no obligation
for uniformity of treatment of employees, consultants, advisors, Participants or holders or
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Beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to each recipient. Any Award granted under the Plan shall be a one-time Award that
does not constitute a promise of future grants. The Committee maintains the right to make available future grants under the Plan.
(b) The grant of
an Award shall not be construed as giving a Participant the right to be retained in the employ of, or to continue to provide services to, the Company or any Subsidiary. Further, the Company or the applicable Subsidiary may at any time dismiss a
Participant free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or in any Award Document or in any other agreement binding the parties. The receipt of any Award under the Plan is not intended to
confer any rights on the receiving Participant except as set forth in the applicable Award Document.
(c) Nothing contained in the Plan shall prevent
the Committee or the Company from adopting or continuing in effect other or additional compensation arrangements (including Share-based arrangements), and such arrangements may be either generally applicable or applicable only in specific cases.
(d) The Company (or any Subsidiary) shall be authorized to withhold from any Award granted or any payment due or transfer made under any Award or
under the Plan or from any compensation or other amount owing to a Participant the amount (in cash, Shares, other Awards, other property, net settlement, or any combination thereof) of applicable withholding taxes due in respect of an Award, its
exercise or settlement or any payment or transfer under such Award or under the Plan and to take such other action (including providing for elective payment of such amounts in cash or Shares by the Participant) as may be necessary in the opinion of
the Company (or the Subsidiary) to satisfy all obligations for the payment of such taxes.
(e) If any provision of the Plan or any Award Document is
or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, or as to any person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or
deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the sole determination of the Committee, materially altering the intent of the Plan or the Award Document, such provision shall be stricken
as to such jurisdiction, person or Award, and the remainder of the Plan and any such Award Document shall remain in full force and effect.
(f)
Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and a Participant or any other person. To the extent that any person acquires a right to
receive payments from the Company pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company.
(g) No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash or other
securities shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be cancelled, terminated or otherwise eliminated.
(h) Awards may be granted to Participants who are non-United States nationals or employed or providing services outside the United States, or both, on
such terms and conditions different from those applicable to Awards to Participants who are employed or providing services in the United States as may, in the judgment of the Committee, be necessary or desirable to recognize differences in local
law, tax policy or custom. The Committee also may impose conditions on the exercise or vesting of Awards in order to minimize the Companys obligation with respect to tax equalization for Participants on assignments outside their home country.
(i) Neither the establishment of the Plan, nor any Award under the Plan, nor an individuals participation in the Plan, is intended to form
part of a Participants remuneration for the purposes of determining payments in lieu of notice of termination of employment, severance payments, leave entitlements, or any other compensation payable to a Participant, and no Award, payment, or
other right or benefit, under the Plan will be taken into account in determining any benefits under any pension, retirement, savings, profit-sharing, group insurance, welfare or benefit plan of the Company or any Subsidiary.
Section 17.
Effective Date of the Plan.
The Plan shall be effective as of the Effective Date, subject to stockholder approval.
Section 18.
Term of the Plan.
No Award shall be granted under the Plan after the earliest to occur of (a) the tenth anniversary
of the Effective Date, (b) the maximum number of Shares available for issuance under the Plan have been issued, or (c) the Board terminates the Plan in accordance with Section 15(a). However, unless otherwise expressly provided in the
Plan or in an applicable Award Document, any Award theretofore granted may extend beyond such date, and the authority of the Committee to amend, alter, adjust, suspend, discontinue or terminate any such Award, or to waive any conditions or rights
under any such Award, and the authority of the Board to amend the Plan, shall extend beyond such date.
|
|
|
|
|
|
|
|
B-13
|
|
Section 19.
Section 409A of the Code.
With respect to Awards subject to
Section 409A of the Code, the Plan is intended to comply with the requirements of Section 409A of the Code, and the provisions of the Plan and any Award Document shall be interpreted in a manner that satisfies the requirements of
Section 409A of the Code, and the Plan shall be operated accordingly. If any provision of the Plan or any term or condition of any Award would otherwise frustrate or conflict with this intent, the provision, term or condition will be
interpreted and, to the extent necessary, deemed amended so as to avoid this conflict
.
If an amount payable under an Award as a result of the Participants Termination of Service (other than due to death) occurring while the Participant
is a specified employee under Section 409A of the Code constitutes a deferral of compensation subject to Section 409A of the Code, then payment of such amount shall not occur until six months and one day after the date of the
Participants Termination of Service, except as permitted under Section 409A of the Code. To the extent any amount that is nonqualified deferred compensation for purposes of Section 409A of the Code becomes payable upon a
Termination of Service, such Termination of Service shall not be deemed to have occurred any earlier than a separation from service would occur under Section 409A of the Code, and related regulations and guidance thereunder.
Notwithstanding any of the foregoing, the Company makes no representations or warranty and shall have no liability to the Participant or any other person if any provisions or payments, compensation or other benefits under the Plan are determined to
constitute nonqualified deferred compensation subject to Section 409A of the Code but do not satisfy the provisions thereof.
Section 20.
Data Protection.
By participating in the Plan, the Participant consents to the holding and processing of personal
information provided by the Participant to the Company or any Subsidiary, trustee or third party service provider, for all purposes relating to the operation of the Plan. These include, but are not limited to:
(a) administering and maintaining Participant records;
(b) providing information to the Company, Subsidiaries, trustees of any employee benefit trust, registrars, brokers or third party administrators of the
Plan;
(c) providing information to future purchasers or merger partners of the Company or any Subsidiary, or the business in which the Participant
works; and
(d) transferring information about the Participant to any country or territory that may not provide the same protection for the
information as the Participants home country.
Section 21.
Governing Law.
The Plan and each Award Document shall be governed
by the laws of the State of Delaware, without application of the conflicts of law principles thereof.
|
|
|
B-14
|
|
|
APPENDIX C
SUPPLEMENTAL INFORMATION REGARDING PARTICIPANTS
The
following tables (Directors and Nominees and Officers and Employees) set forth the name and business address of our directors and nominees, and the name, present principal occupation and business address of our officers and
employees who, under the rules of the Securities and Exchange Commission, are considered to be participants in our solicitation of proxies from our shareholders in connection with our 2017 Annual Meeting (collectively, the Participants).
1
Directors and Nominees
The principal occupations of our directors and nominees are set forth under Item 1 in this Proxy Statement, under the section titled Information
About Nominees for Director. The names of our directors and nominees are set forth below and the business addresses for all our directors and nominees is c/o General Motors Company, 300 Renaissance Center, Detroit, Michigan 48265.
|
|
|
Name
|
|
|
Joseph J. Ashton
|
|
James J. Mulva
|
Mary T. Barra
|
|
Patricia F. Russo
|
Linda R. Gooden
|
|
Thomas M. Schoewe
|
Joseph Jimenez
|
|
Theodore M. Solso
|
Jane L. Mendillo
|
|
Carol M.
Stephenson
|
Michael G. Mullen
|
|
|
Officers and Employees
The
principal occupations of our executive officers and employees who are considered Participants are set forth below. The principal occupation refers to such persons position with the Company, and the business address for each person is c/o
General Motors Company, 300 Renaissance Center, Detroit, Michigan 48265.
|
|
|
Name
|
|
Title
|
Mary T. Barra
|
|
Chairman & Chief Executive
Officer
|
Dan Ammann
|
|
President
|
Craig B. Glidden
|
|
Executive Vice President & General
Counsel
|
Charles K. Stevens,
III
|
|
Executive Vice President & Chief
Financial Officer
|
Randy C. Arickx
|
|
Vice President, Corporate
Communications and Investor Relations
|
Dhivya
Suryadevara
|
|
Vice President, Finance and Treasurer
CEO and Chief Investment Officer, GM Asset Management
|
Jill E. Sutton
|
|
Corporate Secretary and Deputy General
Counsel, Corporate, Finance & Strategic Transactions
|
Rick E. Hansen
|
|
Assistant Corporate Secretary and Lead
Counsel, Securities and Corporate Governance
|
Michael Heifler
|
|
Director, Investor Relations
|
1
|
Participant is defined to include (i) any director and any nominee for whose election proxies are
solicited; (ii) any committee or group which solicits proxies, any of their respective members, and any person whether or not named as a member who, acting alone or with one or more other persons, directly or indirectly takes the initiative, or
engages, in organizing, directing, or arranging for the financing of any such committee or group; (iii) any person who finances or joins with another to finance the solicitation of proxies, except persons who contribute not more than $500 and
who are not otherwise participants; (iv) any person who lends money or furnishes credit or enters into any other arrangements, pursuant to any contract or understanding with a participant, for the purpose of financing or otherwise inducing the
purchase, sale, holding or voting of the Companys securities by any participant or other persons, in support of or in opposition to a participant; except that such terms do
not
include a bank, broker or dealer who, in the ordinary
course of business, lends money or executes orders for the purchase or sale of securities and who is not otherwise a participant; and (v) any person who solicits proxies.
|
|
|
|
|
|
|
|
|
C-1
|
|
Information Regarding Ownership of Company Securities By Participants
The amount of the Companys securities beneficially owned by each Participant as of March 15, 2017, including the number of securities for which
beneficial ownership can be acquired within 60 days of such date, is listed below. Except as otherwise noted in the footnotes below, each person or entity identified in the table below, to our knowledge, has sole voting and investment power with
respect to the securities they hold, other than property rights of spouses.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Components of Beneficial
Ownership (Number of Shares)
|
|
|
|
|
|
Name
|
|
Common Stock
Beneficially
Owned
|
|
|
Right to
Acquire
(1)
|
|
|
Total Number
of Shares
|
|
Daniel Ammann
|
|
|
275,953
|
|
|
|
390,456
|
|
|
|
666,409
|
|
Randy C. Arickx
|
|
|
14,388
|
|
|
|
30,977
|
|
|
|
45,365
|
|
Joseph J. Ashton
|
|
|
500
|
|
|
|
|
|
|
|
500
|
|
Mary T. Barra
|
|
|
389,885
|
|
|
|
1,041,215
|
|
|
|
1,431,100
|
|
Craig B. Glidden
|
|
|
28,889
|
|
|
|
201,732
|
|
|
|
230,621
|
|
Linda R. Gooden
|
|
|
1,000
|
|
|
|
|
|
|
|
1,000
|
|
Rick E. Hansen
|
|
|
|
|
|
|
2,877
|
|
|
|
2,877
|
|
Michael Heifler
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph Jimenez
|
|
|
32,330
|
|
|
|
|
|
|
|
32,330
|
|
Jane L. Mendillo
|
|
|
1,600
|
|
|
|
|
|
|
|
1,600
|
|
Michael G. Mullen
|
|
|
750
|
|
|
|
|
|
|
|
750
|
|
James J. Mulva
|
|
|
28,343
|
|
|
|
|
|
|
|
28,343
|
|
Patricia F. Russo
|
|
|
2,300
|
|
|
|
|
|
|
|
2,300
|
|
Thomas M. Schoewe
|
|
|
7,645
|
|
|
|
|
|
|
|
7,645
|
|
Theodore M. Solso
|
|
|
5,000
|
|
|
|
|
|
|
|
5,000
|
|
Carol M.
Stephenson
|
|
|
800
|
|
|
|
|
|
|
|
800
|
|
Charles K. Stevens,
III
|
|
|
118,052
|
|
|
|
249,458
|
|
|
|
367,510
|
|
Dhivya
Suryadevara
|
|
|
18,541
|
|
|
|
45,554
|
|
|
|
64,095
|
|
Jill E. Sutton
|
|
|
2,060
|
|
|
|
23,948
|
|
|
|
26,008
|
|
(1)
|
For executive officers and executives, includes shares which the named individual has the right to acquire through the
exercise of vested stock options, and shares which the named individual has the right to acquire through the vesting of restricted stock units and stock options within 60 days of March 15, 2017. For non-employee directors, excludes Deferred Share
Units (DSUs) awarded under the Director Compensation Plan, which are shown on page 23.
|
Information Regarding Transactions in
the Companys Securities by Participants
The following table sets forth information regarding purchases and sales of the Companys
securities by each Participant during the past two years. Unless otherwise indicated, no part of the purchase price or market value of these securities is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding
such securities.
Shares of Company Securities Purchased or Sold (March 15, 2015 to March 15, 2017)
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Transaction Date
|
|
|
# of Shares
|
|
|
Transaction Description
|
|
Daniel Ammann
|
|
|
March 15, 2015
|
|
|
|
13,343
|
|
|
|
6
|
|
|
|
|
March 15, 2015
|
|
|
|
6,245
|
|
|
|
5
|
|
|
|
|
March 31, 2015
|
|
|
|
9,048
|
|
|
|
6
|
|
|
|
|
March 31, 2015
|
|
|
|
4,236
|
|
|
|
5
|
|
|
|
|
March 31, 2015
|
|
|
|
8,338
|
|
|
|
6
|
|
|
|
|
March 31, 2015
|
|
|
|
3,903
|
|
|
|
5
|
|
|
|
|
June 30, 2015
|
|
|
|
11,043
|
|
|
|
6
|
|
|
|
|
June 30, 2015
|
|
|
|
5,169
|
|
|
|
5
|
|
|
|
|
June 30, 2015
|
|
|
|
7,078
|
|
|
|
6
|
|
|
|
|
June 30, 2015
|
|
|
|
3,313
|
|
|
|
5
|
|
|
|
|
July 28, 2015
|
|
|
|
976,139
|
|
|
|
3
|
|
|
|
|
September 30, 2015
|
|
|
|
6,545
|
|
|
|
7
|
|
|
|
|
September 30, 2015
|
|
|
|
3,654
|
|
|
|
5
|
|
|
|
|
C-2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Transaction Date
|
|
|
# of Shares
|
|
|
Transaction Description
|
|
|
|
|
September 30, 2015
|
|
|
|
9,457
|
|
|
|
7
|
|
|
|
|
September 30, 2015
|
|
|
|
5,279
|
|
|
|
5
|
|
|
|
|
December 2, 2015
|
|
|
|
25,000
|
|
|
|
2
|
|
|
|
|
December 31, 2015
|
|
|
|
5,769
|
|
|
|
7
|
|
|
|
|
December 31, 2015
|
|
|
|
2,378
|
|
|
|
5
|
|
|
|
|
December 31, 2015
|
|
|
|
7,667
|
|
|
|
7
|
|
|
|
|
December 31, 2015
|
|
|
|
3,323
|
|
|
|
5
|
|
|
|
|
February 10, 2016
|
|
|
|
42,404
|
|
|
|
4
|
|
|
|
|
February 11, 2016
|
|
|
|
9,955
|
|
|
|
6
|
|
|
|
|
February 11, 2016
|
|
|
|
4,104
|
|
|
|
5
|
|
|
|
|
February 13, 2016
|
|
|
|
25,008
|
|
|
|
6
|
|
|
|
|
February 13, 2016
|
|
|
|
13,223
|
|
|
|
5
|
|
|
|
|
February 13, 2016
|
|
|
|
10,497
|
|
|
|
6
|
|
|
|
|
February 13, 2016
|
|
|
|
5,860
|
|
|
|
5
|
|
|
|
|
March
1, 2016
|
|
|
|
15,210
|
|
|
|
6
|
|
|
|
|
March
1, 2016
|
|
|
|
7,210
|
|
|
|
5
|
|
|
|
|
March
31, 2016
|
|
|
|
8,337
|
|
|
|
7
|
|
|
|
|
March
31, 2016
|
|
|
|
3,952
|
|
|
|
5
|
|
|
|
|
June
30, 2016
|
|
|
|
7,078
|
|
|
|
7
|
|
|
|
|
June
30, 2016
|
|
|
|
3,355
|
|
|
|
5
|
|
|
|
|
September 30, 2016
|
|
|
|
6,545
|
|
|
|
7
|
|
|
|
|
September 30, 2016
|
|
|
|
3,103
|
|
|
|
5
|
|
|
|
|
December 1, 2016
|
|
|
|
10,000
|
|
|
|
2
|
|
|
|
|
December 9, 2016
|
|
|
|
10,000
|
|
|
|
2
|
|
|
|
|
December 31, 2016
|
|
|
|
5,768
|
|
|
|
7
|
|
|
|
|
December 31, 2016
|
|
|
|
2,135
|
|
|
|
5
|
|
|
|
|
February 10, 2017
|
|
|
|
14,135
|
|
|
|
6
|
|
|
|
|
February 10, 2017
|
|
|
|
4,806
|
|
|
|
5
|
|
|
|
|
February 11, 2017
|
|
|
|
9,955
|
|
|
|
6
|
|
|
|
|
February 11, 2017
|
|
|
|
3,696
|
|
|
|
5
|
|
|
|
|
February 13, 2017
|
|
|
|
12,503
|
|
|
|
6
|
|
|
|
|
February 13, 2017
|
|
|
|
6,077
|
|
|
|
5
|
|
|
|
|
February 13, 2017
|
|
|
|
10,498
|
|
|
|
6
|
|
|
|
|
February 13, 2017
|
|
|
|
5,103
|
|
|
|
5
|
|
|
|
|
February 13, 2017
|
|
|
|
184,231
|
|
|
|
6
|
|
|
|
|
February 13, 2017
|
|
|
|
89,537
|
|
|
|
5
|
|
Randy C. Arickx
|
|
|
March 15, 2015
|
|
|
|
3,576
|
|
|
|
6
|
|
|
|
|
March 15, 2015
|
|
|
|
1,089
|
|
|
|
5
|
|
|
|
|
July 28, 2015
|
|
|
|
77,441
|
|
|
|
3
|
|
|
|
|
February 10, 2016
|
|
|
|
3,704
|
|
|
|
4
|
|
|
|
|
February 11, 2016
|
|
|
|
948
|
|
|
|
6
|
|
|
|
|
February 11, 2016
|
|
|
|
362
|
|
|
|
5
|
|
|
|
|
February 13, 2016
|
|
|
|
5,512
|
|
|
|
6
|
|
|
|
|
February 13, 2016
|
|
|
|
1,679
|
|
|
|
5
|
|
|
|
|
February 13, 2016
|
|
|
|
667
|
|
|
|
6
|
|
|
|
|
February 13, 2016
|
|
|
|
204
|
|
|
|
5
|
|
|
|
|
March 1, 2016
|
|
|
|
3,523
|
|
|
|
6
|
|
|
|
|
March 1, 2016
|
|
|
|
1,073
|
|
|
|
5
|
|
|
|
|
February 10, 2017
|
|
|
|
1,235
|
|
|
|
6
|
|
|
|
|
February 10, 2017
|
|
|
|
471
|
|
|
|
5
|
|
|
|
|
February 11, 2017
|
|
|
|
948
|
|
|
|
6
|
|
|
|
|
February 11, 2017
|
|
|
|
289
|
|
|
|
5
|
|
|
|
|
|
|
|
|
|
C-3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Transaction Date
|
|
|
# of Shares
|
|
|
Transaction Description
|
|
|
|
|
February 13,
2017
|
|
|
|
668
|
|
|
|
6
|
|
|
|
|
February 13,
2017
|
|
|
|
204
|
|
|
|
5
|
|
|
|
|
February 13,
2017
|
|
|
|
6,008
|
|
|
|
6
|
|
|
|
|
February 13,
2017
|
|
|
|
2,011
|
|
|
|
5
|
|
Joseph J. Ashton
|
|
|
June 3, 2015
|
|
|
|
500
|
|
|
|
1
|
|
|
|
|
December 31, 2015
|
|
|
|
5,464
|
|
|
|
8
|
|
|
|
|
December 31, 2015
|
|
|
|
256
|
|
|
|
9
|
|
|
|
|
December 31, 2016
|
|
|
|
5,985
|
|
|
|
8
|
|
|
|
|
December 31, 2016
|
|
|
|
580
|
|
|
|
9
|
|
Mary T. Barra
|
|
|
March 15,
2015
|
|
|
|
13,343
|
|
|
|
6
|
|
|
|
|
March 15,
2015
|
|
|
|
6,325
|
|
|
|
5
|
|
|
|
|
March 15,
2015
|
|
|
|
8,623
|
|
|
|
7
|
|
|
|
|
March 15,
2015
|
|
|
|
4,090
|
|
|
|
5
|
|
|
|
|
March 15,
2015
|
|
|
|
8,327
|
|
|
|
7
|
|
|
|
|
March 15,
2015
|
|
|
|
3,952
|
|
|
|
5
|
|
|
|
|
June 30, 2015
|
|
|
|
10,618
|
|
|
|
7
|
|
|
|
|
June 30, 2015
|
|
|
|
5,033
|
|
|
|
5
|
|
|
|
|
June 30, 2015
|
|
|
|
7,116
|
|
|
|
7
|
|
|
|
|
June 30, 2015
|
|
|
|
3,373
|
|
|
|
5
|
|
|
|
|
July 28, 2015
|
|
|
|
2,603,037
|
|
|
|
3
|
|
|
|
|
September 30,
2015
|
|
|
|
6,580
|
|
|
|
7
|
|
|
|
|
September 30,
2015
|
|
|
|
3,104
|
|
|
|
5
|
|
|
|
|
September 30,
2015
|
|
|
|
9,093
|
|
|
|
7
|
|
|
|
|
September 30,
2015
|
|
|
|
4,289
|
|
|
|
5
|
|
|
|
|
December 31,
2015
|
|
|
|
5,799
|
|
|
|
7
|
|
|
|
|
December 31,
2015
|
|
|
|
1,889
|
|
|
|
5
|
|
|
|
|
December 31,
2015
|
|
|
|
7,372
|
|
|
|
7
|
|
|
|
|
December 31,
2015
|
|
|
|
2,563
|
|
|
|
5
|
|
|
|
|
February 10,
2016
|
|
|
|
117,287
|
|
|
|
4
|
|
|
|
|
February 11,
2016
|
|
|
|
26,547
|
|
|
|
6
|
|
|
|
|
February 11,
2016
|
|
|
|
9,932
|
|
|
|
5
|
|
|
|
|
February 13,
2016
|
|
|
|
25,008
|
|
|
|
6
|
|
|
|
|
February 13,
2016
|
|
|
|
11,794
|
|
|
|
5
|
|
|
|
|
February 13,
2016
|
|
|
|
23,072
|
|
|
|
6
|
|
|
|
|
February 13,
2016
|
|
|
|
10,881
|
|
|
|
5
|
|
|
|
|
March 1, 2016
|
|
|
|
14,749
|
|
|
|
6
|
|
|
|
|
March 1, 2016
|
|
|
|
6,956
|
|
|
|
5
|
|
|
|
|
March 31,
2016
|
|
|
|
8,327
|
|
|
|
7
|
|
|
|
|
March 31,
2016
|
|
|
|
3,928
|
|
|
|
5
|
|
|
|
|
June 30, 2016
|
|
|
|
7,115
|
|
|
|
7
|
|
|
|
|
June 30, 2016
|
|
|
|
3,356
|
|
|
|
5
|
|
|
|
|
September 30,
2016
|
|
|
|
6,579
|
|
|
|
7
|
|
|
|
|
September 30,
2016
|
|
|
|
3,095
|
|
|
|
5
|
|
|
|
|
December 31,
2016
|
|
|
|
5,799
|
|
|
|
7
|
|
|
|
|
December 31,
2016
|
|
|
|
2,055
|
|
|
|
5
|
|
|
|
|
February 10,
2017
|
|
|
|
39,096
|
|
|
|
6
|
|
|
|
|
February 10,
2017
|
|
|
|
15,188
|
|
|
|
5
|
|
|
|
|
February 11,
2017
|
|
|
|
26,546
|
|
|
|
6
|
|
|
|
|
February 11,
2017
|
|
|
|
11,864
|
|
|
|
5
|
|
|
|
|
February 13,
2017
|
|
|
|
12,503
|
|
|
|
6
|
|
|
|
|
February 13,
2017
|
|
|
|
5,882
|
|
|
|
5
|
|
|
|
|
C-4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Transaction Date
|
|
|
# of Shares
|
|
|
Transaction Description
|
|
|
|
|
February 13,
2017
|
|
|
|
23,071
|
|
|
|
6
|
|
|
|
|
February 13,
2017
|
|
|
|
10,311
|
|
|
|
5
|
|
|
|
|
February 13,
2017
|
|
|
|
404,902
|
|
|
|
6
|
|
|
|
|
February 13,
2017
|
|
|
|
190,466
|
|
|
|
5
|
|
Craig B. Glidden
|
|
|
April 1, 2015
|
|
|
|
69,407
|
|
|
|
4
|
|
|
|
|
April 1, 2015
|
|
|
|
13,099
|
|
|
|
4
|
|
|
|
|
July 28, 2015
|
|
|
|
417,571
|
|
|
|
3
|
|
|
|
|
February 10, 2016
|
|
|
|
21,201
|
|
|
|
4
|
|
|
|
|
February 11, 2016
|
|
|
|
4,366
|
|
|
|
6
|
|
|
|
|
February 11, 2016
|
|
|
|
1,444
|
|
|
|
5
|
|
|
|
|
April 1, 2016
|
|
|
|
34,704
|
|
|
|
6
|
|
|
|
|
April 1, 2016
|
|
|
|
16,409
|
|
|
|
5
|
|
|
|
|
February 10, 2017
|
|
|
|
7,068
|
|
|
|
6
|
|
|
|
|
February 10, 2017
|
|
|
|
2,335
|
|
|
|
5
|
|
|
|
|
February 11, 2017
|
|
|
|
4,367
|
|
|
|
6
|
|
|
|
|
February 11, 2017
|
|
|
|
1,428
|
|
|
|
5
|
|
Linda R. Gooden
|
|
|
April 30,
2015
|
|
|
|
1,000
|
|
|
|
1
|
|
|
|
|
December 31,
2015
|
|
|
|
3,338
|
|
|
|
8
|
|
|
|
|
December 31,
2015
|
|
|
|
88
|
|
|
|
9
|
|
|
|
|
December 31,
2016
|
|
|
|
3,990
|
|
|
|
8
|
|
|
|
|
December 31,
2016
|
|
|
|
285
|
|
|
|
9
|
|
Rick E. Hansen
|
|
|
April 1, 2016
|
|
|
|
8,632
|
|
|
|
4
|
|
|
|
|
February 14, 2017
|
|
|
|
1,253
|
|
|
|
4
|
|
Michael Heifler
|
|
|
January 3,
2017
|
|
|
|
2,845
|
|
|
|
4
|
|
|
|
|
February 14,
2017
|
|
|
|
1,095
|
|
|
|
4
|
|
Joseph Jimenez
|
|
|
July 31, 2015
|
|
|
|
32,000
|
|
|
|
1
|
|
|
|
|
December 31, 2015
|
|
|
|
4,424
|
|
|
|
8
|
|
|
|
|
December 31, 2015
|
|
|
|
86
|
|
|
|
9
|
|
|
|
|
December 31, 2016
|
|
|
|
7,980
|
|
|
|
8
|
|
|
|
|
December 31, 2016
|
|
|
|
454
|
|
|
|
9
|
|
Jane L. Mendillo
|
|
|
August 2,
2016
|
|
|
|
1,600
|
|
|
|
1
|
|
|
|
|
December 31,
2016
|
|
|
|
4,559
|
|
|
|
8
|
|
|
|
|
December 31,
2016
|
|
|
|
89
|
|
|
|
9
|
|
Michael G. Mullen
|
|
|
June 5, 2015
|
|
|
|
750
|
|
|
|
1
|
|
|
|
|
December 31, 2015
|
|
|
|
3,643
|
|
|
|
8
|
|
|
|
|
December 31, 2015
|
|
|
|
338
|
|
|
|
9
|
|
|
|
|
December 31, 2016
|
|
|
|
4,469
|
|
|
|
8
|
|
|
|
|
December 31, 2016
|
|
|
|
603
|
|
|
|
9
|
|
James J. Mulva
|
|
|
May 5, 2015
|
|
|
|
28,343
|
|
|
|
1
|
|
|
|
|
December 31,
2015
|
|
|
|
7,722
|
|
|
|
8
|
|
|
|
|
December 31,
2015
|
|
|
|
928
|
|
|
|
9
|
|
|
|
|
December 31,
2016
|
|
|
|
8,459
|
|
|
|
8
|
|
|
|
|
December 31,
2016
|
|
|
|
1,508
|
|
|
|
9
|
|
Patricia F. Russo
|
|
|
April 29, 2015
|
|
|
|
1,500
|
|
|
|
1
|
|
|
|
|
December 31, 2015
|
|
|
|
3,643
|
|
|
|
8
|
|
|
|
|
December 31, 2015
|
|
|
|
683
|
|
|
|
9
|
|
|
|
|
December 31, 2016
|
|
|
|
4,469
|
|
|
|
8
|
|
|
|
|
December 31, 2016
|
|
|
|
1,025
|
|
|
|
9
|
|
Thomas M. Schoewe
|
|
|
December 31,
2015
|
|
|
|
3,643
|
|
|
|
8
|
|
|
|
|
December 31,
2015
|
|
|
|
566
|
|
|
|
9
|
|
|
|
|
December 31,
2016
|
|
|
|
3,990
|
|
|
|
8
|
|
|
|
|
December 31,
2016
|
|
|
|
869
|
|
|
|
9
|
|
|
|
|
|
|
|
|
|
C-5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Transaction Date
|
|
|
# of Shares
|
|
|
Transaction Description
|
|
Theodore M. Solso
|
|
|
December 31, 2015
|
|
|
|
16,026
|
|
|
|
8
|
|
|
|
|
December 31, 2015
|
|
|
|
2,031
|
|
|
|
9
|
|
|
|
|
December 31, 2016
|
|
|
|
12,236
|
|
|
|
8
|
|
|
|
|
December 31, 2016
|
|
|
|
1,152
|
|
|
|
9
|
|
Carol M. Stephenson
|
|
|
December 31,
2015
|
|
|
|
5,464
|
|
|
|
8
|
|
|
|
|
December 31,
2015
|
|
|
|
1,316
|
|
|
|
9
|
|
|
|
|
December 31,
2016
|
|
|
|
6,304
|
|
|
|
8
|
|
|
|
|
December 31,
2016
|
|
|
|
1,882
|
|
|
|
9
|
|
Charles K. Stevens, III
|
|
|
March 15, 2015
|
|
|
|
5,718
|
|
|
|
6
|
|
|
|
|
March 15, 2015
|
|
|
|
2,525
|
|
|
|
5
|
|
|
|
|
March 31, 2015
|
|
|
|
212
|
|
|
|
7
|
|
|
|
|
March 31, 2015
|
|
|
|
100
|
|
|
|
5
|
|
|
|
|
March 31, 2015
|
|
|
|
125
|
|
|
|
7
|
|
|
|
|
March 31, 2015
|
|
|
|
60
|
|
|
|
5
|
|
|
|
|
June 30, 2015
|
|
|
|
212
|
|
|
|
7
|
|
|
|
|
June 30, 2015
|
|
|
|
100
|
|
|
|
5
|
|
|
|
|
June 30, 2015
|
|
|
|
125
|
|
|
|
7
|
|
|
|
|
June 30, 2015
|
|
|
|
59
|
|
|
|
5
|
|
|
|
|
July 28, 2015
|
|
|
|
623,645
|
|
|
|
3
|
|
|
|
|
September 30, 2015
|
|
|
|
116
|
|
|
|
7
|
|
|
|
|
September 30, 2015
|
|
|
|
55
|
|
|
|
5
|
|
|
|
|
September 30, 2015
|
|
|
|
182
|
|
|
|
7
|
|
|
|
|
September 30, 2015
|
|
|
|
86
|
|
|
|
5
|
|
|
|
|
December 31, 2015
|
|
|
|
102
|
|
|
|
7
|
|
|
|
|
December 31, 2015
|
|
|
|
39
|
|
|
|
5
|
|
|
|
|
December 31, 2015
|
|
|
|
147
|
|
|
|
7
|
|
|
|
|
December 31, 2015
|
|
|
|
56
|
|
|
|
5
|
|
|
|
|
February 10, 2016
|
|
|
|
31,126
|
|
|
|
4
|
|
|
|
|
February 11, 2016
|
|
|
|
6,361
|
|
|
|
6
|
|
|
|
|
February 11, 2016
|
|
|
|
2,056
|
|
|
|
5
|
|
|
|
|
February 13, 2016
|
|
|
|
11,432
|
|
|
|
6
|
|
|
|
|
February 13, 2016
|
|
|
|
3,723
|
|
|
|
5
|
|
|
|
|
February 13, 2016
|
|
|
|
5,595
|
|
|
|
6
|
|
|
|
|
February 13, 2016
|
|
|
|
1,691
|
|
|
|
5
|
|
|
|
|
March 1, 2016
|
|
|
|
7,374
|
|
|
|
6
|
|
|
|
|
March 1, 2016
|
|
|
|
3,478
|
|
|
|
5
|
|
|
|
|
March 31, 2016
|
|
|
|
125
|
|
|
|
7
|
|
|
|
|
March 31, 2016
|
|
|
|
59
|
|
|
|
5
|
|
|
|
|
June 30, 2016
|
|
|
|
125
|
|
|
|
7
|
|
|
|
|
June 30, 2016
|
|
|
|
59
|
|
|
|
5
|
|
|
|
|
September 30, 2016
|
|
|
|
116
|
|
|
|
7
|
|
|
|
|
September 30, 2016
|
|
|
|
55
|
|
|
|
5
|
|
|
|
|
December 31, 2016
|
|
|
|
102
|
|
|
|
7
|
|
|
|
|
December 31, 2016
|
|
|
|
39
|
|
|
|
5
|
|
|
|
|
February 10, 2017
|
|
|
|
10,376
|
|
|
|
6
|
|
|
|
|
February 10, 2017
|
|
|
|
3,364
|
|
|
|
5
|
|
|
|
|
February 11, 2017
|
|
|
|
6,360
|
|
|
|
6
|
|
|
|
|
February 11, 2017
|
|
|
|
1,922
|
|
|
|
5
|
|
|
|
|
February 13, 2017
|
|
|
|
5,716
|
|
|
|
6
|
|
|
|
|
February 13, 2017
|
|
|
|
1,862
|
|
|
|
5
|
|
|
|
|
February 13, 2017
|
|
|
|
5,595
|
|
|
|
6
|
|
|
|
|
February 13, 2017
|
|
|
|
1,691
|
|
|
|
5
|
|
|
|
|
C-6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Transaction Date
|
|
|
# of Shares
|
|
|
Transaction Description
|
|
|
|
|
February 13, 2017
|
|
|
|
98,189
|
|
|
|
6
|
|
|
|
|
February 13, 2017
|
|
|
|
46,287
|
|
|
|
5
|
|
Dhivya
Suryadevara
|
|
|
March 15,
2015
|
|
|
|
1,271
|
|
|
|
6
|
|
|
|
|
March 15,
2015
|
|
|
|
470
|
|
|
|
5
|
|
|
|
|
July 28, 2015
|
|
|
|
113,883
|
|
|
|
3
|
|
|
|
|
February 10,
2016
|
|
|
|
6,632
|
|
|
|
4
|
|
|
|
|
February 11,
2016
|
|
|
|
664
|
|
|
|
6
|
|
|
|
|
February 11,
2016
|
|
|
|
281
|
|
|
|
5
|
|
|
|
|
February 13,
2016
|
|
|
|
5,736
|
|
|
|
6
|
|
|
|
|
February 13,
2016
|
|
|
|
2,147
|
|
|
|
5
|
|
|
|
|
February 13,
2016
|
|
|
|
693
|
|
|
|
6
|
|
|
|
|
February 13,
2016
|
|
|
|
257
|
|
|
|
5
|
|
|
|
|
March 1, 2016
|
|
|
|
1,843
|
|
|
|
6
|
|
|
|
|
March 1, 2016
|
|
|
|
682
|
|
|
|
5
|
|
|
|
|
February 10,
2017
|
|
|
|
2,211
|
|
|
|
6
|
|
|
|
|
February 10,
2017
|
|
|
|
919
|
|
|
|
5
|
|
|
|
|
February 11,
2017
|
|
|
|
664
|
|
|
|
6
|
|
|
|
|
February 11,
2017
|
|
|
|
240
|
|
|
|
5
|
|
|
|
|
February 13,
2017
|
|
|
|
692
|
|
|
|
6
|
|
|
|
|
February 13,
2017
|
|
|
|
250
|
|
|
|
5
|
|
|
|
|
February 13,
2017
|
|
|
|
6,230
|
|
|
|
6
|
|
|
|
|
February 13,
2017
|
|
|
|
2,300
|
|
|
|
5
|
|
Jill E. Sutton
|
|
|
July 28, 2015
|
|
|
|
59,870
|
|
|
|
3
|
|
|
|
|
October 1, 2015
|
|
|
|
5,869
|
|
|
|
4
|
|
|
|
|
February 10, 2016
|
|
|
|
3,611
|
|
|
|
4
|
|
|
|
|
October 1, 2016
|
|
|
|
1,957
|
|
|
|
6
|
|
|
|
|
October 1, 2016
|
|
|
|
642
|
|
|
|
5
|
|
|
|
|
February 10, 2017
|
|
|
|
1,204
|
|
|
|
6
|
|
|
|
|
February 10, 2017
|
|
|
|
459
|
|
|
|
5
|
|
Transaction Description
1.
|
Open Market Acquisition
|
3.
|
Grant of Employee Stock Options
|
4.
|
Grant of Restricted Stock Units (RSUs)
|
5.
|
Shares (or Salary Stock Units (SSUs) equivalents) withheld for taxes/costs
|
6.
|
Shares issued upon the settlement of derivative securities (i.e., RSUs and Performance Share Units)
|
7.
|
Cash settlement of SSUs
|
8.
|
DSUs acquired through deferral of director fees
|
9.
|
Dividends on DSUs credited in additional DSUs
|
Miscellaneous Information Regarding Participants
Except as described in this Appendix C or otherwise disclosed in the Proxy Statement, to the Companys knowledge:
|
|
No Participant owns any securities of the Company of record that such Participant does not own beneficially.
|
|
|
No Participant is, or was within the past year, a party to any contract, arrangements or understandings with any person
with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of
proxies.
|
|
|
No associate of any Participant owns beneficially, directly or indirectly, any securities of the Company. No Participant
owns beneficially, directly or indirectly, any securities of any parent or subsidiary of the Company.
|
|
|
|
|
|
|
|
|
C-7
|
|
|
|
No Participant nor any associate of any Participant is a party to any transaction, since the beginning of the
Companys last fiscal year, or any currently proposed transaction, in which (i) the Company was or is to be a participant, (ii) the amount involved exceeds $120,000 and (iii) any Participant or any related person thereof had or
will have a direct or indirect material interest.
|
|
|
No Participant, nor any associate of a Participant, has any arrangement or understanding with any person (i) with
respect to any future employment by the Company or its affiliates or (ii) with respect to any future transactions to which the Company or any of its affiliate will or may be a party.
|
|
|
No Participant has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be
acted upon at the 2017 Annual Meeting.
|