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Companies that use long-term strategic or non-financial metrics often do so because they have key non-financial objectives and priorities that are important to the business and measurable, like safety or emissions. One reason companies avoid using more subjective metrics in long-term equity-based incentive plans is that metrics must be objective to preserve the favorable accounting treatment allowed for equity awards.
In some cases, companies with cash-based long-term incentive plans have introduced ESG metrics into their long-term plans because cash plans are already subject to variable accounting. As companies continue to define objective goals around their long-term ESG strategies, we may see more companies use these metrics in long-term equity plans as many companies view ESG and strategic goals as longer-term in nature. Compensation committees annually approve threshold, target, and maximum performance goals, and corresponding payout opportunities, for each metric in the long-term performance plan.
We have seen some companies follow this guidance in paying at target for performance at the 55th or 60th percentile; however, most companies continue to pay at target if TSR results are at median vs. Executives most often earn between 25 and 50 percent of target for achieving threshold performance and percent of target for achieving maximum performance.
Only five percent of companies provide for payouts of greater than percent of target for achieving maximum performance goals i. This shows that participants are receiving a payout, at least at the minimum payout level, 95 percent of the time when achieving at least threshold performance goals, and receiving maximum payouts 20 percent of the time, or once in every 5 years.
As demonstrated in the chart below, the percentage of companies achieving target and above generally trended upward for payouts made for performance periods that ended in to before dropping off in , likely due to the impact of COVID on some industries.
Our study found that select industries have payout distributions that fall outside the norms of the broader group. Companies in the health care, pharmaceutical and insurance industries paid at target or above percent of the time versus 70 percent for the full sample.
Conversely, companies in the consumer goods and retail industries, where Revenue growth has lagged that of other industries in recent years, achieved target performance slightly more than 50 percent of the time.
Several factors may contribute to such differences in payout distributions, including metric selection, goal-setting, and economic influences. This same pattern between industries is also true for annual incentive plan payouts, indicating that payouts across annual and long-term plans are generally aligned and reflective of performance.
Our research indicates that over the last six years companies set long-term performance goals that translated to:. The impact of COVID on certain industries and the resulting disruption to pay programs may cause payout patterns to be outside the normal range for the and performance cycles. For future performance periods, we expect payout patterns to return to the norms identified in our research. Over time, however, we may see these patterns change as companies continue to consider how longer term non-financial priorities, such as ESG objectives, digital transformation, and market share, best fit in their compensation program.
CAP reviewed payouts under long-term incentive plan performance cycles that ended in to determine the distribution of payouts and the frequency with which executives achieve target payouts.
In this analysis, CAP categorized long-term incentive payouts as a percentage of target into one of six categories based on the following payout ranges:. Performance Measurement Period Three-year performance periods are most common. Performance Metrics Long-term performance plans predominantly use objective financial or stock price metrics.
These Rules set out the terms upon which the Plan is operated and are the terms of the contract relating to an Award between the Company and the Participant whois granted such Award by the Board at its sole discretion.
Where an Award is made to an Eligible Employee who is resident in or otherwise subject to a particular jurisdiction or employee group covered by a Schedule tothese Rules or where an Award is designated as a particular Award type covered by a Schedule to these Rules, the provisions of the relevant Schedule modify theRules.
The Sharesmay be authorized, but unissued, or Shares reacquired by the Company. Notwithstanding the foregoing, subject to the provisions of Section 8 below, in no eventshall the maximum aggregate number of Shares that may be issued under the Plan exceed the number set forth in this Section 3 plus, to the extent allowable underApplicable Law, any Shares that again become available for issuance pursuant to lapsed awards as set forth below.
In addition, anyShares which are retained by the Company upon exercise of an Award to satisfy the exercise or purchase price for such Award or any withholding taxes due withrespect to such Award shall be treated as not issued and shall continue to be available under the Plan for issuance pursuant to future Awards.
To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result inreducing the number of Shares available for issuance under the Plan. However, no Award may be granted at any time an Eligible Employee is prohibited from beinggranted an Award under any Dealing Restrictions under Applicable Law. Period ; i whether the Award or Shares or other rights comprising the Award is subject to any holding or blocking period and if so the terms of any such period; j whether or not the Award will carry Dividend Equivalents and, if so, the form of such Dividend Equivalents; k whether the Participant is required to sell or surrender sufficient Shares to cover Taxation; and l which, if any, Schedules to the Plan will apply to the Award.
The Board will also have the authority to make all other determinations deemed necessary or advisable for administering the Plan.
The Board may at any time delegate the power to approve grants made under the Plan to any one or morepersons including but not restricted to, a sub-committee of the Board for such period and on such conditions as the Board may determine. Each Participant shall receive a Grant Notice in such form as the Board shall determine from time to time.
If a Participant is so required, the Board will also determine the time within which the Participant mustprovide such acceptance or acknowledgement. If a Participant does not return the Award Agreement by the expiration of such time period, his Award shall betreated as renounced for the purpose of this Plan, unless the Board determines otherwise. Alternatively, the Board may determine that a Participant who receives an Award is deemed as of the time of receipt to have agreed to the Rules includingapplicable Schedules and the terms set out in the Grant Notice.
If this is the case, a Participant may reject his Award within the timeframe stipulated in the GrantNotice, if any. If a Participant does so reject his Award, then immediately on such rejection that Award shall be forfeited.
If the transfer of Shares or payment of cash or Shares in the case of SARs on or following Vesting is prevented by a Dealing Restriction, the period for such transferor payment shall start from the first date on which it is no longer so prevented. Shares received by a Participant on or following Vesting may be subject to Dealing Restrictions. Subject to any such restrictions, a Participant may sell or may berequired to sell a sufficient number of such Shares to cover Taxation as defined in Rule The term of the Stock Option shall be the term stated in the Award Agreement.
A Participant may exercise his Stock Options by paying the Exercise Price and execute or accept an exercise notice in the appropriate form as determined by theBoard.
As soon as practicable following the Exercise Date the Company shall transfer the number of Shares or pay or procure to be paid a cash sum if the Board hasdetermined that the Stock Option is to be settled in cash equal to the number of Shares in respect of which the Stock Option has been exercised to the Participant.
Shares that would otherwise have been transferred to the Participant with respect to the Vesting or Exercise of that Award; or. Corporate Events. Unless otherwise provided by the Board and specified in an Award Agreement, i f the Termination of Employment in respect of which this Rule 7. Where an Award Vests early as a result of a Change of Control event, the Vesting Date shall be the date that is the date such event occurs or such earlier date or timethat the Board may determine to the extent permitted by Applicable Law.
If the relevant event occurs on or before the first anniversary of the Grant Date, then the extent to which such Award Vests shall be reduced to take account of theproportion of the Performance Period as has not elapsed when the Change of Control occurs. Notwithstanding the preceding paragraph of this Rule the Board may in its discretion with no obligation to do so, allow a greater proportion of an Award to Vest. The Board may in its discretion, exclude some Participants from this Rule if they are subject to Applicable Law, which are in conflict with this treatment e.
Alternatively, the Board may determine that some or all Awards will be automatically exchanged under Rule 8. Notwithstanding the foregoing, the Board may determine the holder of unvested Shares may be credited withsuch dividends provided that such dividends shall be paid to the Participant only if, when and to the extent such Shares Vest.
The value of dividends payable withrespect to any Shares that do not Vest shall be forfeited. The Board may however determine that the Participant must agree to surrender or waive any right to vote, receive dividends or any other rights of a shareholder inrespect of such Award. Log in Get Started. Long Term Match case Limit results 1 per page. Employer incorporation or organization Identification No. Large accelerated filer o Accelerated filer o Non-accelerated filer x Smaller reporting company o Emerging growth company o If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7 a 2 B of the Securities Act.
Author others Category Documents view 6 download 0. Download Report this document. Embed Size px x x x x Employerincorporation or organization Identification No. Large accelerated filer o Accelerated filer oNon-accelerated filer x Smaller reporting company o Emerging growth company oIf an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 7 a 2 B of the Securities Act.
Deferred Bonus Stock Plan Endicott Name: David J. Stonesifer Name: Timothy C. Bleil DirectorLynn D. DirectorArthur Cummings, M. Keith Grossman DirectorD. BedwardRoyce R. Bedward 7 Exhibit 5. For purposes of this opinion we have not conducted any due diligence or similar investigation as to factual circumstances, which are or may be referred to in theDocuments, and we express no opinion as to the accuracy of representations and warranties of facts set out in the Documents or the factual background assumed therein.
The Registered Shares that may be issued from the Authorized Capital, if and when such Registered Shares are issued pursuant to a resolution of the Board and registered with the competent commercial register, and after the nominal amount for such Registered Shares has been paid-in in cash, in kind or by wayof set-off, will be validly issued, fully paid as to their nominal value and non-assessable. Articles the Articles of Incorporation of the Company as amended from time to time.
Award Agreement a written or electronic agreement evidencing an Award issued in accordance with Rule 4. Cashless Exercise a cashless exercise program enabling a Participant to exercise a Stock Option without making a cash payment. Code of Conduct the Code of Conduct adopted by the Company which describes the fundamental principles concerning ethicalbusiness conduct as amended from time to time. Company Alcon Inc. Disability the Participant is permanently incapable of performing his duties and responsibilities due to illness or accident, inaccordance with Applicable Law, or in the absence of such Applicable Law, based on reasonable and customaryevidence of such status of the Participant as determined by the Board.
Dividend Equivalents a right to cash or Shares as described in Rule 9. Eligible Employee any employee or group of employees of the Company or any director, including, but not limited to members of 2 the Executive Committee and key executives, as the Board shall determine.
Employer the Company or a subsidiary of the Company under which the Eligible Employee or Participant is or was employed.
Employment the employment of an Eligible Employee or a Participant as an employee or director by the Company. Exercise Date the date that a Stock Option is exercised. Exercise Price the price at which a Share under a Stock Option may be acquired. Fair Market Value in relation to a Share on the determination date a if the Shares are admitted to trading on the Swiss Exchange SIX an amount equal to the closing price on theDealing Day or if there is no such price on that day the last preceding Dealing Day for which such closing price isavailable ; b if the Shares are listed on a national securities exchange in the US an amount equal to the closing price on theexchange on which the Share is listed on the Dealing Day or if there is no such price on that day the last precedingDealing Day for which such closing price is available ; or c if the Shares are not admitted to trading on the Swiss Exchange SIX or listed on a national securities exchange inthe US, then such value as is determined by the Board in good faith on such basis as it deems appropriate and appliedconsistently with respect to Participants.
Grant Date the date on which the Board makes the determination granting such Award, or such later date as is determined by theBoard, as set forth in the Grant Notice. Internal Reorganization any event, offer, scheme, share purchase, merger or arrangement whereby: a a Change of Control occurs; and b immediately afterwards the share capital of the company then controlling whether directly or indirectly theCompany is owned substantially by the same persons who were shareholders of the Company immediately prior tosuch event, scheme or arrangement in substantially the same proportions.
Participant an Eligible Employee who is selected by the Board to participate in the Plan. Performance Condition s the condition s whether performance, time based or otherwise as the Board determines from time to time. Performance Period the period over which the satisfaction of Performance Condition s is assessed, as determined by the Board. Restricted Stock an award of Shares subject to restrictions in accordance with the Plan.
Rules the rules of the Plan including all Schedules as set forth in the Plan.