Performance Grants. In addition to the option grant described above, if the Executive is employed by the Company on November 30, 2016, then no later than February 28, 2017, the Company shall grant the Executive up to 162,163 shares of Company. If the Executive is employed by the Company on November 30, 2017, then no later than February 28, 2018 the Company shall grant the Executive up to an additional 186,487 of shares of Company. Such performance grants shall be made under the Company’s 2012 Stock Plan or a subsequent Company stock plan. For the fiscal years December 1, 2015 to November 30, 2016 and December 1, 2016 to November 30, 2017, the Executive’s performance grant shall be a percentage of 162,163 shares equal to the sum of (i) the product of 16.67% and the number of the Net Revenue and Adjusted Cash Flow performance grant criteria achieved at the Target level; (ii) the product of 8.33% and the number of the Net Revenue and Adjusted Cash Flow performance grant criteria achieved at the Stretch level; and (iii) up to 50.0% at the discretion of the Committee based upon their subjective performance determination. The performance grant criteria for the fiscal year ending November 30, 2016 are set forth in the following schedule. Unless otherwise agreed to in writing by the Executive and the Committee, performance grant criteria for the fiscal year ending November 30, 2017 shall be based on the same standards, and the same weightings as for the fiscal year ending November 30, 2016 and shall be established by February 28, 2017 by the Committee in its sole discretion after consultation with the Executive (except for the subjective performance criteria which shall be determined by the Committee by February 28, 2018). FYE 11/30/16 Target Stretch Net Revenue for FYE 11/30/16 weighted 25% $ 22,355,962 $ 23,355,962 Adjusted Net Income for FYE 11/30/16 weighted 25% $ 3,328,321 $ 3,494,737 Subjective performance weighted 50% TBD by Comp Committee by grant date TBD by Comp Committee by grant date The Net Revenue performance grant criteria shall be based on the annual net revenue of the Company as set forth in its audited financial statement. The Adjusted Net Income performance grant criteria shall be based on the annual net income of the Company as set forth in its audited financial statement adjusted for (x) stock compensation expense, depreciation and amortization (y) the change in deferred revenue for the 2016 fiscal year from the 2015 fiscal year and (z) the elimination any amounts of interest paid and expenses directly associated with the outstanding PrepaCyte loan or any senior or junior indebtedness obtained by the Company after the date of this Agreement from a bank or other lender. In determining whether the Adjusted Net Income performance grant criteria has been attained, the Committee may exclude non-recurring items of income or expense (whether cash or non-cash items) that the Committee deems to distort the inherent Adjusted Net Income results of the Company. The subjective performance grant criteria shall be determined in the sole discretion of the Committee after consultation with the Executive. The Committee will, with respect to each performance grant criteria, determine a performance grant criteria percentage within the percentage range for results that fall between Target and Stretch levels of performance. The performance grant criteria for each fiscal year shall be determined without regard to any accounting impact of any Bonus or Performance Grant on the Company’s financial statements for such fiscal year.
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Performance Grants. In addition to the option grant described above, if the Executive is employed by the Company on November 30, 2016, then no later than February 28, 2017, the Company shall grant the Executive up to 162,163 186,487 shares of Company. If the Executive is employed by the Company on November 30, 2017, then no later than February 28, 2018 the Company shall grant the Executive up to an additional 186,487 of shares of Company. Such performance grants shall be made under the Company’s 2012 Stock Plan or a subsequent Company stock plan. For the fiscal years December 1, 2015 to November 30, 2016 and December 1, 2016 to November 30, 2017, the Executive’s performance grant shall be a percentage of 162,163 186,487 shares equal to the sum of (i) the product of 16.67% and the number of the Net Revenue and Adjusted Cash Flow performance grant criteria achieved at the Target level; (ii) the product of 8.33% and the number of the Net Revenue and Adjusted Cash Flow performance grant criteria achieved at the Stretch level; and (iii) up to 50.0% at the discretion of the Committee based upon their subjective performance determination. The performance grant criteria for the fiscal year ending November 30, 2016 are set forth in the following schedule. Unless otherwise agreed to in writing by the Executive and the Committee, performance grant criteria for the fiscal year ending November 30, 2017 shall be based on the same standards, and the same weightings as for the fiscal year ending November 30, 2016 and shall be established by February 28, 2017 by the Committee in its sole discretion after consultation with the Executive (except for the subjective performance criteria which shall be determined by the Committee by February 28, 2018). FYE 11/30/16 Target Stretch Net Revenue for FYE 11/30/16 weighted 25% $ 22,355,962 $ 23,355,962 Adjusted Net Income for FYE 11/30/16 weighted 25% $ 3,328,321 $ 3,494,737 Subjective performance weighted 50% TBD by Comp Committee by grant date TBD by Comp Committee by grant date The Net Revenue performance grant criteria shall be based on the annual net revenue of the Company as set forth in its audited financial statement. The Adjusted Net Income performance grant criteria shall be based on the annual net income of the Company as set forth in its audited financial statement adjusted for (x) stock compensation expense, depreciation and amortization (y) the change in deferred revenue for the 2016 fiscal year from the 2015 fiscal year and (z) the elimination any amounts of interest paid and expenses directly associated with the outstanding PrepaCyte loan or any senior or junior indebtedness obtained by the Company after the date of this Agreement from a bank or other lender. In determining whether the Adjusted Net Income performance grant criteria has been attained, the Committee may exclude non-recurring items of income or expense (whether cash or non-cash items) that the Committee deems to distort the inherent Adjusted Net Income results of the Company. The subjective performance grant criteria shall be determined in the sole discretion of the Committee after consultation with the Executive. The Committee will, with respect to each performance grant criteria, determine a performance grant criteria percentage within the percentage range for results that fall between Target and Stretch levels of performance. The performance grant criteria for each fiscal year shall be determined without regard to any accounting impact of any Bonus or Performance Grant on the Company’s financial statements for such fiscal year.
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Performance Grants. In addition to the option grant grants described above, if the Executive is employed by the Company on November 30, 20162018, then no later than February 28, 20172019, the Company shall grant the Executive up to 162,163 shares of 47,273 qualified stock options for the Company’s stock. If the Executive is employed by the Company on November 30, 20172019, then no later than February 28, 2018 2020 the Company shall grant the Executive up to an additional 186,487 of shares of 47,273 qualified stock options for the Company’s stock. Such performance grants shall be made under the Company’s 2012 Stock Plan or a subsequent Company stock plan. For the fiscal years December 1, 2015 2017 to November 30, 2016 2018 and December 1, 2016 2018 to November 30, 20172019, the Executive’s performance grant shall be a percentage of 162,163 shares 47,273 qualified stock options equal to the sum of (i) the product of 16.6711.11% and the six bonus criteria achieved based upon the Company’s annual Net Revenue and Weighted Average Stock Price; and (ii) the product of 11.11% and the number of the Net Revenue and Adjusted Cash Flow performance grant three Subjective Performance criteria achieved at the Target level; (ii) the product of 8.33% and the number of the Net Revenue and Adjusted Cash Flow performance grant criteria achieved at the Stretch level; and (iii) up to 50.0% at the discretion of the Committee based upon their subjective performance determinationachieved. The performance grant criteria for the fiscal year ending November 30, 2016 2018 are set forth in the following schedule. Unless otherwise agreed to in writing by the Executive and the Committee, performance grant criteria for the fiscal year ending November 30, 2017 2019 shall be based on the same standards, and the same weightings as for the fiscal year ending November 30, 2016 2018 and shall be established by February 28, 2017 2019 by the Committee in its sole discretion after consultation with the Executive (except for the subjective performance criteria which shall be determined by the Committee by February 28, 20182020). FYE 11/30/16 11/30/18 Threshold Target Stretch Net Revenue Increase for FYE 11/30/16 11/30/18 compared to FYE 11/30/2017 weighted 251/3 10 % 11 % 12 % Weighted Average Stock Price weighted 1/3 $ 22,355,962 10.25 $ 23,355,962 Adjusted Net Income for FYE 11/30/16 11.00 $ 11.75 Subjective Performance weighted 25% $ 3,328,321 $ 3,494,737 Subjective performance weighted 50% 1/3 TBD by Comp Committee by grant date TBD by Comp Committee by grant date TBD by Comp Committee by grant date The Net Revenue Increase performance grant criteria shall be based on the annual net revenue of the Company as set forth in its audited financial statement. The Adjusted Net Income performance grant criteria Weighted Average Stock Price shall be calculated based on the annual net income of the Company as set forth in its audited financial statement adjusted for on: (x) stock compensation expense, depreciation and amortization (yi) the change in deferred revenue for the 2016 fiscal year from the 2015 fiscal year and (z) the elimination any amounts of interest paid and expenses directly associated with the outstanding PrepaCyte loan or any senior or junior indebtedness obtained by the Company after the date of this Agreement from a bank or other lender. In determining whether the Adjusted Net Income performance grant criteria has been attained, the Committee may exclude non-recurring items of income or expense (whether cash or non-cash items) that the Committee deems to distort the inherent Adjusted Net Income results trading day average closing price of the Company’s stock for each of the last three months of the fiscal year; and (ii) the weighting of each monthly average closing price of the Company’s stock from September through November such that the October average closing price is weighted twice the September average closing price; and the November average closing price is weighted three times the September average closing price. The subjective performance Subjective Performance grant criteria shall be determined in the sole discretion of the Committee after consultation with the Executive. The performance grants earned above by the Executive for each fiscal year will be made promptly after such year’s audited financial statements for the Company have been finalized, and when the Committee has certified that the performance grants have been earned by the Executive, provided, however, in no event will the performance grants be made later than five days following the completion by the independent auditors of the Company’s financial statements for such year. The Committee in its sole discretion may make the performance grants prior to the finalization of the Company’s audited financial statements. The Committee will, with respect to each performance grant criteria, determine a performance grant criteria percentage within the percentage range for results that fall between Threshold and Target as well as between Target and Stretch levels of performance. The performance grant criteria for each fiscal year shall be determined without regard to any accounting impact of any Bonus or Performance Grant on the Company’s financial statements for such fiscal year. In addition to the option grants described above, if the Executive is employed by the Company on November 30, 2018, then no later than February 28, 2019, the Company shall grant the Executive up to 11,818 qualified stock options for the Company’s stock for each dollar by which the Weighted Average Stock Price (as defined above) exceeds $11.75 with respect to the 2018 fiscal year. If Executive is employed by the Company on November 30, 2019, then no later than February 28, 2020, the Company shall grant the Executive up to an additional 11,818 qualified stock options for the Company’s stock for each dollar by which the Weighted Average Stock Price exceeds a price to be determined at the discretion of the Compensation Committee with respect to the 2019 fiscal year. Such performance grants shall be made under the Company’s 2012 Stock Plan or a subsequent Company stock plan.
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Performance Grants. In addition to the option grant described above, if the Executive is employed by the Company on November 30, 2016, then no later than February 28, 2017, the Company shall grant the Executive up to 162,163 20,000 shares of Company. If the Executive is employed by the Company on November 30, 2017, then no later than February 28, 2018 the Company shall grant the Executive up to an additional 186,487 20,000 of shares of Company. Such performance grants shall be made under the Company’s 2012 Stock Plan or a subsequent Company stock plan. For the fiscal years December 1, 2015 to November 30, 2016 and December 1, 2016 to November 30, 2017, the Executive’s performance grant shall be a percentage of 162,163 20,000 shares equal to the sum of (i) the product of 16.67% and the number of the Net Revenue and Adjusted Cash Flow performance grant criteria achieved at the Target level; (ii) the product of 8.33% and the number of the Net Revenue and Adjusted Cash Flow performance grant criteria achieved at the Stretch level; and (iii) up to 50.0% at the discretion of the Committee Co-CEOs based upon their subjective performance determination. The performance grant criteria for the fiscal year ending November 30, 2016 are set forth in the following schedule. Unless otherwise agreed to in writing by the Executive and the CommitteeCo-CEOs, performance grant criteria for the fiscal year ending November 30, 2017 shall be based on the same standards, and the same weightings as for the fiscal year ending November 30, 2016 and shall be established by February 28, 2017 by the Committee Co-CEOs in its their sole discretion after consultation with the Executive (except for the subjective performance criteria which shall be determined by the Committee Co-CEOs by February 28, 2018). FYE 11/30/16 Target Stretch Net Revenue for FYE 11/30/16 weighted 25% $ 22,355,962 $ 23,355,962 Adjusted Net Income for FYE 11/30/16 weighted 25% $ 3,328,321 $ 3,494,737 Subjective performance weighted 50% TBD by Comp Committee Co-CEOs by grant date TBD by Comp Committee Co-CEOs by grant date The Net Revenue performance grant criteria shall be based on the annual net revenue of the Company as set forth in its audited financial statement. The Adjusted Net Income performance grant criteria shall be based on the annual net income of the Company as set forth in its audited financial statement adjusted for (x) stock compensation expense, depreciation and amortization (y) the change in deferred revenue for the 2016 fiscal year from the 2015 fiscal year and (z) the elimination any amounts of interest paid and expenses directly associated with the outstanding PrepaCyte loan or any senior or junior indebtedness obtained by the Company after the date of this Agreement from a bank or other lender. In determining whether the Adjusted Net Income performance grant criteria has been attained, the Committee Co-CEOs may exclude non-recurring items of income or expense (whether cash or non-cash items) that the Committee deems to distort the inherent Adjusted Net Income results of the Company. The subjective performance grant criteria shall be determined in the sole discretion of the Committee Co-CEOs after consultation with the Executive. The Committee Co-CEOs will, with respect to each performance grant criteria, determine a performance grant criteria percentage within the percentage range for results that fall between Target and Stretch levels of performance. The performance grant criteria for each fiscal year shall be determined without regard to any accounting impact of any Bonus or Performance Grant on the Company’s financial statements for such fiscal year.
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Performance Grants. In addition to the option grant of restricted stock described above, if the Executive is employed by the Company on November 30, 20162014, then no later than February 2815, 20172015, the Company shall grant the Executive up to 162,163 186,487 restricted shares of Company. If the Executive is employed by the Company on November 30, 20172015, then no later than February 2815, 2018 2016 the Company shall grant the Executive up to an additional 186,487 of restricted shares of Company. Such performance grants (“Performance Grant”) shall be made under the Company’s 2012 Stock Plan or a subsequent Company stock planPlan. For the fiscal years December 1, 2015 2013 to November 30, 2016 2014 and December 1, 2016 2014 to November 30, 20172015, the Executive’s performance grant Performance Grant shall be a percentage of 162,163 shares 186,487 equal to the sum of (ix) the product of 16.67% and the number of the Net Revenue and Adjusted Cash Flow four performance grant criteria (the “Performance Grant Criteria”) achieved at the Target level; level and (iiy) the product of 8.33% and the number of the Net Revenue and Adjusted Cash Flow performance grant criteria four Performance Grant Criteria achieved at the Stretch level; and (iii) up to 50.0% at the discretion of the Committee based upon their subjective performance determination. The performance grant criteria Performance Grant Criteria for the fiscal year ending November 30, 2016 2014 are set forth in the following schedule. Unless otherwise agreed to in writing by the Executive and the Committee, performance grant criteria Performance Grant Criteria for the fiscal year ending November 30, 2017 2015 shall be based on the same standards, two standards and the same weightings as for the fiscal year ending November 30, 2016 four criteria all equally weighted and shall be established by February 28January 15, 2017 2015 by the Committee in its sole discretion after consultation with the Executive (except for the subjective performance Subjective Performance criteria which shall be determined by the Committee by February 2815, 20182016). FYE 11/30/16 11/30/14 Target Stretch Net Revenue Diluted revenue per share for FYE 11/30/16 weighted 25% $ 22,355,962 $ 23,355,962 Adjusted Net Income for FYE 11/30/16 weighted 25% $ 3,328,321 $ 3,494,737 11/30/14 $1.91 $2.10 Weighted share price $2.75 $3.25 Diluted earnings per Share $.25 $.29 Subjective performance weighted 50% TBD by Comp Committee by grant date TBD by Comp Committee by grant date The Net Revenue performance grant criteria shall be based on the annual net revenue of the Company as set forth in its audited financial statement. The Adjusted Net Income performance grant criteria shall be based on the annual net income of the Company as set forth in its audited financial statement adjusted for (x) stock compensation expense, depreciation and amortization (y) the change in deferred revenue for the 2016 fiscal year from the 2015 fiscal year and (z) the elimination any amounts of interest paid and expenses directly associated with the outstanding PrepaCyte loan or any senior or junior indebtedness obtained by the Company after the date of this Agreement from a bank or other lender. In determining whether the Adjusted Net Income performance grant criteria has goals set forth above have been attained, the Committee may exclude following shall be excluded: (i) reversal of any net operating loss (“NOL”) carry forwards that were treated as assets; (ii) expenses of litigation between the Company and Ki Xxxx Xxxx and (iii) any other non-recurring items of income or expense (whether cash or non-cash items) that the Committee deems to distort the inherent Adjusted Net Income operating results of the Company. The subjective performance grant second criteria consists of a weighted share price of the Company’s common shares which shall be calculated based on (i) the trading day average closing price for each of the last six months of the fiscal year and (ii) the weighting of each monthly average closing price from June through November such that the July average closing price is weighted twice the June average closing price; the August average closing price is weighted three times the June average closing price; the September average share price is weighted four times the June average share price; the October average share price is weighted five times the June average share price; and the November average share price is weighted six times the June average share price. The fourth criteria consists of subjective performance, as determined in the sole discretion of the Committee after consultation with the Executive. The Committee will, with respect to each performance grant criteriaPerformance Grant Criteria, determine a performance grant criteria Performance Grant Criteria percentage within the percentage range for results that fall between Threshold and Target as well as between Target and Stretch levels of performance. The performance grant criteria Performance Grant Criteria for each fiscal year shall be determined without regard to any accounting impact of any Bonus or Performance Grant on the Company’s financial statements for such fiscal year.
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Performance Grants. In addition to the option grant of restricted stock described above, if the Executive is employed by the Company on November 30, 20162014, then no later than February 2815, 20172015, the Company shall grant the Executive up to 162,163 restricted shares of Company. If the Executive is employed by the Company on November 30, 20172015, then no later than February 2815, 2018 2016 the Company shall grant the Executive up to an additional 186,487 162,163 of restricted shares of Company. Such performance grants (“Performance Grant”) shall be made under the Company’s 2012 Stock Plan or a subsequent Company stock planPlan. For the fiscal years December 1, 2015 2013 to November 30, 2016 2014 and December 1, 2016 2014 to November 30, 20172015, the Executive’s performance grant Performance Grant shall be a percentage of 162,163 shares equal to the sum of (ix) the product of 16.67% and the number of the Net Revenue and Adjusted Cash Flow four performance grant criteria (the “Performance Grant Criteria”) achieved at the Target level; level and (iiy) the product of 8.33% and the number of the Net Revenue and Adjusted Cash Flow performance grant criteria four Performance Grant Criteria achieved at the Stretch level; and (iii) up to 50.0% at the discretion of the Committee based upon their subjective performance determination. The performance grant criteria Performance Grant Criteria for the fiscal year ending November 30, 2016 2014 are set forth in the following schedule. Unless otherwise agreed to in writing by the Executive and the Committee, performance grant criteria Performance Grant Criteria for the fiscal year ending November 30, 2017 2015 shall be based on the same standards, two standards and the same weightings as for the fiscal year ending November 30, 2016 four criteria all equally weighted and shall be established by February 28January 15, 2017 2015 by the Committee in its sole discretion after consultation with the Executive (except for the subjective performance Subjective Performance criteria which shall be determined by the Committee by February 2815, 20182016). FYE 11/30/16 11/30/14 Target Stretch Net Revenue Diluted revenue per share for FYE 11/30/16 weighted 25% $ 22,355,962 $ 23,355,962 Adjusted Net Income for FYE 11/30/16 weighted 25% $ 3,328,321 $ 3,494,737 11/30/14 $1.91 $2.10 Weighted share price $2.75 $3.25 Diluted earnings per Share $.25 $.29 Subjective performance weighted 50% TBD by Comp Committee by grant date TBD by Comp Committee by grant date The Net Revenue performance grant criteria shall be based on the annual net revenue of the Company as set forth in its audited financial statement. The Adjusted Net Income performance grant criteria shall be based on the annual net income of the Company as set forth in its audited financial statement adjusted for (x) stock compensation expense, depreciation and amortization (y) the change in deferred revenue for the 2016 fiscal year from the 2015 fiscal year and (z) the elimination any amounts of interest paid and expenses directly associated with the outstanding PrepaCyte loan or any senior or junior indebtedness obtained by the Company after the date of this Agreement from a bank or other lender. In determining whether the Adjusted Net Income performance grant criteria has goals set forth above have been attained, the Committee may exclude following shall be excluded: (i) reversal of any net operating loss (“NOL”) carry forwards that were treated as assets; (ii) expenses of litigation between the Company and Ki Xxxx Xxxx and (iii) any other non-recurring items of income or expense (whether cash or non-cash items) that the Committee deems to distort the inherent Adjusted Net Income operating results of the Company. The subjective performance grant second criteria consists of a weighted share price of the Company’s common shares which shall be calculated based on (i) the trading day average closing price for each of the last six months of the fiscal year and (ii) the weighting of each monthly average closing price from June through November such that the July average closing price is weighted twice the June average closing price; the August average closing price is weighted three times the June average closing price; the September average share price is weighted four times the June average share price; the October average share price is weighted five times the June average share price; and the November average share price is weighted six times the June average share price. The fourth criteria consists of subjective performance, as determined in the sole discretion of the Committee after consultation with the Executive. The Committee will, with respect to each performance grant criteriaPerformance Grant Criteria, determine a performance grant criteria Performance Grant Criteria percentage within the percentage range for results that fall between Threshold and Target as well as between Target and Stretch levels of performance. The performance grant criteria Performance Grant Criteria for each fiscal year shall be determined without regard to any accounting impact of any Bonus or Performance Grant on the Company’s financial statements for such fiscal year.
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