Executive and Director Compensation (continued)
In addition to the foregoing, Mr. Lapartes employment
agreement also provides for a $50,000 annual housing allowance, reimbursement for three round trip tickets from San Diego to Mexico City for his wife and children, a total of eight round trips from Mexico City to San Diego, which may be used by any
additional family members, and reimbursement of reasonable moving expenses to Mexico upon termination of Mr. Lapartes employment other than by the Company for cause or by Mr. Laparte without good reason and
without 60 days prior notice.
Equity Incentive Plans
Prior to
January 22, 2013, the Company had three active Equity Incentive Plans. On January 22, 2013, the Company adopted the 2013 Equity Incentive Award Plan and agreed not to issue any additional awards under prior plans.
2001 Equity Participation Plan
The 2001 Equity Participation
Plan of PriceSmart, Inc. (the 2001 Plan) had a total of 11,315 shares outstanding as of October 31, 2017, comprised of 11,315 shares subject to outstanding and unvested restricted stock units.
The 2001 Plan provides that in the event of a Change in Control or a Corporate Transaction, each as defined in the 2001 Plan, each outstanding
award shall, immediately prior to the effective date of the Change in Control or Corporate Transaction, automatically become fully vested, exercisable or payable, as applicable, for all of the shares of Common Stock at the time subject to such award
and, as applicable, may be exercised for any or all of those shares as fully vested shares of Common Stock.
2002 Equity Participation Plan
The 2002 Equity Participation Plan of PriceSmart, Inc. (the 2002 Plan) has a total of 128,072 shares outstanding as of October 31, 2017,
comprised of options to purchase an aggregate of 4,000 shares of Common Stock at an exercise price of $67.20 per share and 124,072 shares subject to outstanding and unvested restricted stock awards and restricted stock units.
The 2002 Plan provides that in the event of a Change in Control or a Corporate Transaction, each as defined in the 2002 Plan, each outstanding
award shall, immediately prior to the effective date of the Change in Control or Corporate Transaction, automatically become fully vested, exercisable or payable, as applicable, for all of the shares of Common Stock at the time subject to such award
and, as applicable, may be exercised for any or all of those shares as fully vested shares of Common Stock.
2013 Equity Incentive Award Plan
The 2013 Equity Incentive Award Plan of PriceSmart, Inc. (the 2013 Plan) provides that the Compensation Committee of the Board of Directors or a
subcommittee thereof may grant or issue incentive stock options,
non-qualified
stock options, stock purchase rights, stock appreciation rights, restricted stock, deferred stock, dividend equivalents,
performance awards, stock payments and other stock related benefits, or any combination thereof.
The 2013 Plan provides for awards covering up to (1) 600,000 shares
of Common Stock plus (2) the number of shares that remained available for issuance under the 1998 Equity Participation Plan of PriceSmart, Inc., the 2001 Plan and the 2002 Plan (collectively, the Prior Plans) as of January 22,
2013. The number of shares reserved for issuance under the 2013 Plan increases during the term of the 2013 Plan by the number of shares relating to awards outstanding under the 2013 Plan or any of the Prior Plans that expire, or are forfeited,
terminated, cancelled or repurchased, or are settled in cash in lieu of shares; however, in no event will more than an aggregate of 1,046,190 shares of our Common Stock be issued under the 2013 Plan. As of October 31, 2017, the 2013 Plan
provided for the issuance of up to 906,803 shares (including shares originally authorized for
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PriceSmart, Inc.
Notice of Annual Meeting of Shareowners and 2017 Proxy Statement
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