111.2.2.2 Método de Imágenes.
4.1 Esfuerzo Mecánico en Bobinados del Transformador.
Our general executive compensation philosophy is to provide programs that attract, motivate, reward and retain highly qualified executives and motivate them to pursue our corporate objectives while encouraging the creation of long-term value for our stockholders. We evaluate and reward our executive officers through compensation intended to motivate them to identify and capitalize on opportunities to grow our business and maximize stockholder value over time. We strive to provide an executive compensation program that is market competitive, rewards achievement of our business objectives and is designed to provide a foundation of fixed compensation (base salary) and a significant portion of performance-based compensation (short-term and long- term incentive opportunities) that are intended to align the interests of executives with those of our stockholders.
2013 Summary Compensation Table
The following table summarizes the compensation that we paid for the year ended December 31, 2013 to our principal executive officers, each of our two other most highly compensated executive officers and another former executive officer who would have been one of the two most highly compensated executive officer had he remained employed with us through December 31, 2013 (collectively, “named executive officers”). We refer to these officers in this prospectus as our named executive officers.
Name and Principal
Position Year Salary ($) Bonus ($) Option Awards ($)(11) Non-Equity Incentive Plan Compensation ($)(12) All Other Compensation ($) Total ($) Gregory S. Butterfield 2013 144,231 (1) — 2,505,883 64,658 — 2,714,772
Chief Executive Officer and
President
Thomas Plagemann 2013 59,231 (2) 525,000 (3) 187,941 — 772,172
Executive Vice President,
Capital Markets
Chance Allred 2013 200,000 50,000 (4) 426,176 (5) 80,000 — 756,176
Vice President, Sales
Todd Pedersen(6) 2013 — — — — — —
Former Chief Executive Officer
and Current Director
Alex Dunn(7) 2013 — — — — — —
Former Chief Executive Officer
and Current Director
Tanguy Serra(8) 2013 103,569 — — — 4,846 (9) 108,415
Former Chief Executive Officer
Brendon Merkley(10) 2013 204,623 — 669,706 — — 874,329
Former Chief Operating Officer
(1) Mr. Butterfield was hired in September of 2013. This amount represents a pro-rated amount of his $500,000 base salary. (2) Mr. Plagemann was hired in October of 2013. This amount represents a pro-rated amount of his $350,000 base salary. (3) This amount represents a signing bonus.
(4) This amount represents a one-time performance reward bonus.
(5) Includes an option to purchase 617,647 shares of common stock granted to a trust established by Mr. Allred. Such option was granted outside of the 2013 Omnibus Plan; however, its terms are substantially similar to those of options granted under such plan.
Outstanding Equity Awards at December 31, 2013
The following table shows grants of stock options outstanding at December 31, 2013 held by each of our named executive officers.
Named Executive Officer Employment Arrangements
Gregory S. Butterfield
We have entered into a confirmatory employment letter with Gregory S. Butterfield, our chief executive officer and president. The confirmatory employment letter does not have a specific term and provides that Mr. Butterfield is an at-will
employee. Mr. Butterfield’s current annual base salary is $500,000, and he is eligible for annual target incentive payments equal to 40% of his base salary.
(6) Mr. Pedersen served as our chief executive officer from August 22, 2011 to January 24, 2013. Mr. Pedersen currently serves as one of our directors. He also serves as chief executive officer of Vivint, Inc. We did not compensate Mr. Pedersen for his role as our chief executive officer; however pursuant to an arrangement between us and Vivint, Inc., 25% of Mr. Pedersen’s Vivint, Inc. salary and bonus of $1.0 million in 2013 was allocated to us and we paid Vivint Inc. $250,000 in respect thereof.
(7) Mr. Dunn served as our chief operating officer from August 2011 to January 2013 and as our chief executive officer from April 1, 2013 to September 3, 2013. Mr. Dunn currently serves as one of our directors. He also serves as president of Vivint, Inc. We did not compensate Mr. Dunn for his role as our chief executive officer; however, pursuant to an arrangement between us and Vivint, Inc., 25% of Mr. Dunn’s Vivint, Inc. salary and bonus of $1.0 million in 2013 was allocated to us and we paid Vivint Inc. $250,000 in respect thereof.
(8) Mr. Serra served as our chief executive officer from January 24, 2013 to April 1, 2013. (9) This amount represents taxable automobile reimbursement of $4,846.
(10) Mr. Merkley served as our chief operating officer in 2013 until his employment with us terminated in November 2013.
(11) Amounts shown in this column do not reflect dollar amounts actually received by our named executive officers. Instead, these amounts reflect the aggregate grant date fair value of each stock option granted, computed in accordance with the provisions of FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 14 to our consolidated financial statements included in this prospectus. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. All options granted to Mr. Merkley returned to the 2013 Omnibus Incentive Plan upon the termination of his employment with us. Each award was determined and approved by our board of directors in its discretion.
(12) The amounts reported in the Non-Equity Incentive Plan Compensation column for 2013 represent the amount earned and payable under the 2013 bonus plan based on each named executive officer’s target bonus opportunity as set forth in his offer letter and pro-rated for the number of days he was employed with us in 2013. These amounts were paid in 2014. Name Grant Date Vesting Start Date Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($) Option Expiration Date Gregory S. Butterfield 09/03/13 09/03/13 — 1,176,470 (1) 2,352,942 (2) 1.00 09/03/23 Thomas G. Plagemann 10/15/13 10/15/13 — 88,235 (1) 176,471 (2) 1.00 10/15/23 Chance Allred 8/19/13 11/16/12 41,176 164,705 (1) 411,765 (2) 1.00 8/19/23
(1) The shares subject to the stock option vest over a five-year period in equal annual amounts, subject to the option holder maintaining his status as our employee through each vesting date. Upon a change of control, 100% of the unvested shares subject to the stock option vests and become immediately exercisable.
(2) The shares subject to the stock option vest as follows, subject to the option holder maintaining his status as our employee through each vesting date: (a) 1/2 of the shares vest (i) if 313 Acquisition LLC receives cash proceeds with respect to its holdings of our common stock in an amount that equals $250 million more than its cumulative investment in our common stock or (ii) if we complete a public offering and after 240 days our aggregate equity market capitalization exceeds one billion dollars and (b) 1/2 of the shares vest when 313 Acquisition LLC receives cash proceeds with respect to its holdings of our common stock in an amount that equals $500 million more than its cumulative investment in our common stock.
Thomas Plagemann
We entered into an employment agreement letter with Thomas Plagemann, our executive vice president, capital markets, effective as of October 15, 2013. The employment agreement has a five-year term and provides that Mr. Plagemann is an at-will employee. Mr. Plagemann’s current annual base salary is $350,000, and he is eligible for annual target incentive payments equal to 0.15% of tax equity financing raised by us.
Chance Allred
We have entered into a confirmatory employment letter with Chance Allred, our vice president, sales. The confirmatory employment letter does not have a specific term and provides that Mr. Allred is an at-will employee. Mr. Allred’s current annual base salary is $206,000, and he is eligible for annual target incentive payments equal to 40% of his base salary. A trust established by Mr. Allred was granted an option to purchase 617,647 shares of our common stock in August 2013. Although such grant was made outside of the 2013 Omnibus Plan, the provisions of such option are substantially similar to options granted pursuant to such plan.
Todd Pedersen and Alex Dunn
We have not entered into employment agreements with our former chief executive officers Todd Pedersen or Alex Dunn; however, as described in the footnotes to the “Summary Compensation Table” above, 25% of the cost of the 2013 salary and bonus paid by Vivint, Inc. to each of Messrs. Pedersen and Dunn in 2013 was allocated to, and paid by, us. In 2013, we paid Vivint, Inc. $250,000 in respect of each of Messrs. Pedersen’s and Dunn’s Vivint, Inc. salary and bonus, or an aggregate of $500,000. This arrangement will not be applicable in 2014 or future periods. For more information regarding this arrangement, and Messrs.
Pedersen’s and Dunn’s employment with Vivint, Inc., see the section of this prospectus captioned “Certain Relationships and Related Party Transactions—Agreements with Vivint—Arrangement Regarding Vivint, Inc. Executive Officers.”
Named Executive Officer Severance and Change of Control Benefits
We have entered into agreements with certain key executives, including Messrs. Butterfield, Plagemann and Allred, to provide assurances of specified severance benefits to such executives whose employment is subject to involuntary termination. We believe that it is imperative to provide such individuals with severance benefits upon such involuntary terminations of employment to secure their continued dedication to their work, without the distraction of the negative economic consequences of potential termination.
Mr. Butterfield’s Severance Benefits
In June 2014, we entered into an involuntary termination protection agreement with Mr. Butterfield that provides for the severance benefits described below.
If Mr. Butterfield’s employment is terminated either by us without “cause” (other than by reason of death or “disability”) or by Mr. Butterfield for “good reason” (as such terms are defined in his Agreement), and in each case the termination occurs outside of the period beginning six months prior to and ending 18 months following a “change of control” (as defined in his Agreement, and such period, the “Change of Control Period”), Mr. Butterfield will receive the following severance benefits:
If Mr. Butterfield’s employment is terminated either by us without cause (other than by reason of death or disability) or by Mr. Butterfield for good reason, and in each case the termination occurs during the Change of Control Period, Mr. Butterfield will receive the following severance benefits:
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• an amount equal to 1.5x the sum of (1) Mr. Butterfield’s base salary rate as then in effect and (2) (a) if Mr. Butterfield has been employed with us for at least one year as of the date of his termination, the average of performance bonuses paid to Mr. Butterfield for each year Mr. Butterfield was employed by us during the three-year period immediately preceding the date of Mr. Butterfield’s termination or (b) if Mr. Butterfield has been employed with us for less than one year as of the date of his termination, Mr. Butterfield’s target annual performance bonus in effect for the fiscal year in which the termination occurs, which will be paid to Mr. Butterfield in equal installments over a period of 18 months following the date of termination;
• an amount equal to the pro-rata portion of the annual bonus paid to Mr. Butterfield in respect of the fiscal year ending immediately prior to the fiscal year in which Mr. Butterfield’s employment is terminated, which will be paid to Mr. Butterfield in equal installments over a period of 18 months following the date of termination; and
• continuing payments to reimburse Mr. Butterfield for COBRA continuation coverage for a period of up to 18 months, or, if such reimbursements would result in an excise tax, a lump sum payment of $36,000 in lieu of such
reimbursements.
• a lump sum payment of an amount equal to 3.0x (or 2.0x if the termination occurs after the third anniversary of the effective date of this offering) the sum of (1) Mr. Butterfield’s base salary rate as then in effect and (2) (a) if Mr. Butterfield has been employed with us for at least one year as of the date of his termination of employment, the average of performance bonuses paid to Mr. Butterfield for each year Mr. Butterfield was employed by us during the 3-year period immediately preceding the date of Mr. Butterfield’s termination, or (b) if Mr. Butterfield has been employed with us for less than one year as of the date of his termination, Mr. Butterfield’s target annual performance bonus in effect for the fiscal year in which the termination occurs;
• a lump sum payment equal to the pro-rata portion of the annual performance bonus that would have been paid to Mr. Butterfield had Mr. Butterfield been employed by us for the entire fiscal year in which Mr. Butterfield’s employment was terminated, based on actual performance for such fiscal year and assuming that any performance objectives that are based on individual performance are achieved at target levels;
In order to receive the severance benefits, Mr. Butterfield must sign and not revoke a release of claims in our favor and comply with certain restrictive covenants relating to noncompetition, nonsolicitation, and nondisparagement for a period of twelve months following the date of his termination.
In the event any of the payments provided for under this agreement or otherwise payable to Mr. Butterfield would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code and could be subject to the related excise tax under Section 4999 of the Internal Revenue Code, he would be entitled to receive either full payment of benefits or such lesser amount which would result in no portion of the benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to such executive. This agreement does not require us to provide any tax gross-up payments.
Mr. Plagemann’s Severance Benefits
Pursuant to the employment agreement between us and Mr. Plagemann, if Mr. Plagemann’s employment is terminated by us without “cause” (other than as a result of death or “disability”) or by Mr. Plagemann for “good reason” (each defined in
Mr. Plagemann’s employment agreement), Mr. Plagemann will receive a lump sum cash payment equal to the sum of (1) 100% of Mr. Plagemann’s most recent base salary, (2) $750,000 and (3) a cash payment equal to the costs of providing COBRA
continuation coverage for Mr. Plagemann and his dependents for 12 months.
In order to receive the severance benefits under his employment agreement, Mr. Plagemann must sign and not revoke a release of claims in our favor and comply with the restrictive covenants in his employment agreement.
Mr. Allred’s Severance Benefits
We have entered into an involuntary termination protection agreement with Mr. Allred that provides for the severance benefits described below.
If Mr. Allred’s employment is terminated either by us without “cause” (other than by reason of death, or “disability”) or by Mr. Allred for “good reason” (as such terms are defined in his agreement), and in each case the termination occurs outside of the change of control period, Mr. Allred will receive the following severance benefits:
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• 100% of Mr. Butterfield’s then-outstanding equity awards will immediately vest and become exercisable and, with respect to equity awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at target levels; and
• continuing payments to reimburse Mr. Butterfield for COBRA continuation coverage for a period of up to 18 months, or lump sum payment of $36,000 in lieu of such reimbursements.
• an amount equal to 1.0x the sum of (1) Mr. Allred’s base salary rate as then in effect, plus (2)(a) if Mr. Allred has been employed with us for at least one year as of the date
If Mr. Allred’s employment is terminated either by us without cause (other than by reason of death, or disability) or by Mr. Allred for good reason, and in each case the termination occurs during the change of control period, Mr. Allred will receive the following severance benefits:
In order to receive the severance benefits, Mr. Allred must sign and not revoke a release of claims in our favor and comply with certain restrictive covenants relating to noncompetition, nonsolicitation, and nondisparagement for a period of 12 months following the date of his termination.
of his termination of employment, the average of performance bonuses paid to Mr. Allred for each year Mr. Allred was employed by us during the three-year period immediately preceding the date of Mr. Allred’s termination or (b) if Mr. Allred has been employed with us for less than one year as of the date of his termination of employment, Mr. Allred’s target annual performance bonus in effect for the fiscal year in which the termination occurs, which will be paid to Mr. Allred in equal installments over a period of 18 months;
• an amount equal to the pro-rata portion of the annual bonus paid to Mr. Allred in respect of the fiscal year ending immediately prior to the fiscal year in which Mr. Allred’s employment is terminated, which will be paid to Mr. Allred in equal installments over a period of 18 months following the date of termination; and
• continuing payments to reimburse Mr. Allred for COBRA continuation coverage for a period of up to 12 months, or if such reimbursements would result in an excise tax, a lump sum payment of $24,000 in lieu of such reimbursements.
• a lump sum payment of an amount equal to 2.0x (or 1.5x, if the termination occurs after the third anniversary of the effective date of this offering) the sum of (1) Mr. Allred’s base salary rate as then in effect, plus (2)(a) if Mr. Allred has been employed with us for at least one year as of the date of his termination of employment, the average of
performance bonuses paid to Mr. Allred for each year Mr. Allred was employed by us during the 3-year period immediately preceding the date of Mr. Allred’s termination or (b) if Mr. Allred has been employed with us for less than one year as of the date of his termination of employment, Mr. Allred’s target annual performance bonus in effect for the fiscal year in which the termination occurs;
• a lump sum payment equal to the pro-rata portion of the annual performance bonus that would have been paid to Mr. Allred had Mr. Allred been employed by us for the entire fiscal year in which Mr. Allred’s employment was terminated, based on actual performance for such fiscal year and assuming that any performance objectives that are based on individual performance are achieved at target levels;
• 100% acceleration of Mr. Allred’s then-outstanding equity awards will immediately vest and become exercisable and, with respect to equity awards with performance-based vesting, all performance goals or other vesting criteria will be deemed achieved at target levels; and
• continuing payments to reimburse Mr. Allred for COBRA continuation coverage for a period of up to 18 months, or a lump sum payment of $36,000 in lieu thereof.
In the event any of the payments provided for under this agreement or otherwise payable to Mr. Allred would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code and could be subject to the related excise tax under Section 4999 of the Internal Revenue Code, he would be entitled to receive either full payment of benefits or such lesser amount which would result in no portion of the benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to such executive. This agreement does not require us to provide any tax gross-up payments.