Table of Contents
equivalents
may be credited in respect to shares covered by a restricted stock unit award. Except as otherwise provided in the applicable award agreement, restricted stock units that have not vested
will be forfeited upon the participant's cessation of continuous service for any reason.
Stock Appreciation Rights. A stock appreciation right entitles the participant to a payment equal in value to the
appreciation in the value of the
underlying shares of our common stock for a predetermined number of shares over a specified period. Stock appreciation rights are granted pursuant to stock appreciation right agreements adopted by the
plan administrator. The plan administrator determines the strike price for a stock appreciation right which cannot be less than 100% of the fair market value of our common stock on the date of grant.
Upon the exercise of a stock appreciation right, we will pay the participant an amount equal to the product of (a) the excess of the per share fair market value of our common stock on the date
of exercise over the strike price, multiplied by (b) the number of shares of common stock with respect to which the stock appreciation right is exercised. A stock appreciation right granted
under the 2016 Plan vests at the rate specified in the stock appreciation right agreement as determined by the plan administrator.
The
plan administrator determines the term of stock appreciation rights granted under the 2016 Plan, up to a maximum of ten years. Unless the terms of a participant's stock appreciation
right agreement provides otherwise, if a participant's service relationship with us, or any of our affiliates, ceases for any reason other than a termination for cause or a termination because of
disability or death, the participant may exercise the vested portion of any stock appreciation right for a period of three months following the cessation of service. If a participant's service
relationship with us, or any of our affiliates, ceases due to disability or death or the participant dies within a specified period following cessation of service, the participant or a beneficiary may
exercise the vested portion of any stock appreciation right for a period of 12 months in the event of disability and 18 months in the event of death. In the event of a termination of
participant's service for cause, the stock appreciation right will terminate immediately upon the participant's termination of continuous service and the participant may not exercise the stock
appreciation right following such termination. The term of the stock appreciation right may be further extended in the event that exercise of the stock appreciation right following termination of
service is prohibited by applicable securities laws, or the sale of any common stock received upon exercise of the stock appreciation right would violate our insider trading policy. In no event,
however, may a stock appreciation right be exercised beyond the expiration of its term.
Performance Awards. The 2016 Plan permits the grant of performance-based stock and cash awards that may qualify as
performance-based compensation
that is not subject to the $1 million limitation on the income tax deductibility of compensation paid per covered executive officer imposed by Section 162(m) of the Code. To assure that
the compensation attributable to performance-based awards will so qualify, our compensation committee can structure such awards so that the stock or
cash will be issued or paid pursuant to such award only following the achievement of certain pre-established performance goals during a designated performance period.
The
criteria that the compensation committee may select to establish the performance goals include one or more of the following: (1) earnings (including earnings per share and
net earnings); (2) earnings before interest and taxes; (3) earnings before interest, taxes and depreciation; (4) earnings before interest, taxes, depreciation and/or amortization;
(5) earnings before interest, taxes, depreciation, amortization and legal settlements; (6) earnings before interest, taxes, depreciation, amortization, legal settlements and other income
(expense); (7) earnings before interest, taxes, depreciation, amortization, legal settlements, other income (expense) and stock-based compensation; (8) earnings before interest, taxes,
depreciation, amortization, legal settlements, other income (expense), stock-based compensation and changes in deferred revenue; (9) earnings before interest, taxes, depreciation, amortization,
legal settlements, other income
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