stock, and/or performance awards); the number of shares subject to an award; and the terms and conditions of awards. The Committee also has the authority to construe and interpret the 2019 Plan,
establish, amend or waive rules and regulations for its administration, and amend the terms and conditions of any outstanding award (subject to the conditions provided in the 2019 Plan).
Eligibility.
All
non-employee
Directors and salaried employees are
eligible to participate in the 2019 Plan. As of January 31, 2019, we had approximately 3,500 salaried employees, including twelve Executive Officers, as well as ten
non-employee
Directors, all of whom are
eligible to participate under the Plan.
Number of shares authorized.
One of the principal motivations
for the 2019 Plan is to ensure that we have an adequate number of shares available to the Committee for future grants under the 2019 Plan. Awards under the 2019 Plan may be made with respect to an aggregate of 14,400,000 shares, reduced by awards
granted between January 31, 2019 and the date stockholders approve the 2019 Plan, if approved. The number of shares covered by the 2019 Plan would adjust automatically for any stock dividend or split, recapitalization, reclassification, merger,
consolidation, combination or exchange of shares, or similar corporate change.
Limit on
Non-Employee
Director Compensation
. The 2019 Plan includes (as the Prior Plan included) an annual aggregate limit on awards granted (based on grant date value) and all other
consideration paid, including all cash, to any
non-employee
Director equal to $750,000. Most of the annual compensation earned by the members of our Board is paid in the form of RSUs, with the remainder in
cash (unless elected by the Director to be received in the form of additional RSUs). Our Director compensation is discussed in detail on page 31
of this Proxy Statement.
Recycling Rules
. The 2019 Plan precludes the following shares from being added back to the share pool
(i) shares tendered by a participant or withheld by the Company in payment of the option price, (ii) shares tendered by a participant or withheld by the Company to satisfy any tax withholding obligation with respect to option awards,
(iii) shares subject to a stock appreciation right that are not issued in connection with its stock settlement on exercise thereof, and (iv) shares reacquired by the Company on the open market or otherwise using cash proceeds from the
exercise of option awards.
The 2019 Plan permits the affected shares to be added back to the share pool if (i) any shares
subject to an award are forfeited, an award expires or otherwise does not result in the issuance of all or a portion of the shares subject to the award, or an award is settled for cash, whether in whole or in part, or (ii) after
January 31, 2019, any shares subject to an award under the Prior Plan are forfeited, an award under the Prior Plan expires or otherwise does not result in the issuance of all or a portion of the shares subject to the award, or is settled for
cash, whether in whole or in part. Also, in the event that withholding tax liabilities arising from an award
other than
an option award or, after January 31, 2019, an award
other than
an option under the Prior Plan are satisfied
by the tendering of shares (either actually or by attestation) or by the withholding of shares by the Company, the shares so tendered or withheld shall be added to the Share Pool. (Note: Stock appreciation rights or SARs are
not a specified award type under the Plan or the Prior Plan.)
Term
. No awards may be made under the
2019 Plan on or after May 31, 2029.
Description of Awards
Options
. All options granted under the 2019 Plan will constitute Nonqualified Options, which
are options that do not qualify as incentive stock options within the meaning of Section 422 of the Internal Revenue Code. Each option grant must be evidenced by a written agreement specifying the grants terms, including the
number of shares covered, the exercise price, the first date the option may be exercised, any restriction on the transferability of shares obtained upon exercise of the option, and the duration of the option. However, no option may be exercisable
later than the tenth anniversary of
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2019 Proxy Statement
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